Xceed Software License Agreement
IMPORTANT NOTICEBY USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE
LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO
NOT INSTALL OR OTHERWISE USE THE SOFTWARE. IF YOU ACQUIRED THE SOFTWARE WITHOUT ANOPPORTUNITY TO REVIEW THIS AGREEMENT AND YOU DO NOT ACCEPT IT, YOU MUST IMMEDIATELYCEASE AND DESIST USING THE SOFTWARE.
This Agreement applies to Xceed licenses & subscriptions for single users (developers) and up to 20
users (developers). For licenses & subscriptions for more than 20 users (developers) and for Site &Enterprise licenses/subscriptions, please contact our Sales Department (Sales@Xceed.com): in suchcases, the current Agreement will apply unless different arrangements are mutually agreed upon byboth parties -- Xceed reserves the right to demand that a different form of agreement with different
terms & conditions be written up and agreed upon before issuing any new licenses or subscriptions.
Custom License Agreements Available: if you wish to obtain a custom license agreement with alternate
terms and conditions, contact Xceed at Sales@xceed.com for instructions and pricing.
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Summary of some of the amendments covered in this Agreement:•

Royalty-free Deployment/Distribution to end-users: Effective Oct. 01, 2021, no more
“deployment” or “distribution” surcharge. The 10% surcharge that used to be charged on
distribution or deployment of applications to “end-users” (over 100) has been eliminated (seeArticle 3).

──────────────────────────────────────────────────────This License Agreement (“Agreement”) is a legal agreement between Xceed Software Inc. (“Xceed”), a
Quebec corporation, principally located in Longueuil, Quebec, Canada and you, the user, either anindividual or a single entity (“Licensee”), is effective the date Licensee installs, downloads, copies orotherwise Uses, in whole or in part, the specific version of the Xceed software product (the “Software”)
that this agreement was included with.
Herein, “Use”, “Uses” or “Used” means to access any of the files that are included with the Software, todevelop an application that makes use of the Software, to consult any of the documentation included
with the Software, or to otherwise benefit from using the Software, either directly, or indirectly througha software wrapper around the Software.
In this Agreement, the terms “develop”, “developer”, “software developer”, “development” and“developing” include any facet of the software development process (such as researching, designing,

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testing or implementing/coding) that requires a person to have the Software installed on their
computer.
The Software is licensed, not sold. Licensee is considered to be an “Authorized” Licensee for a specificversion of the Software if Licensee has legitimately obtained a license key for that version from Xceed asa result of purchasing a subscription for the Software from Xceed or from an authorized reseller.
1. GRANT OF INSTALL LICENSE

Xceed grants Licensee a royalty-free, non-exclusive license to install the Software on an unlimited
number of computers (subjected to all other rules defined in this Agreement) at Licensee’s premises andon portable computers operated solely by Licensee. For instance, there is no limitation on the numberof computers per Authorized developer. If Licensee is Authorized, the granted installation license isperpetual, subjected to some restrictions as defined herein.
2. GRANT OF DEVELOPMENT LICENSE

If Licensee is Authorized, Xceed grants Licensee a perpetual, royalty-free, non-exclusive license to Use
the Software on a single computer at any given time for the sole purpose of developing any number ofend user applications that operate in conjunction with the Software. If Licensee is evaluating thesoftware as part of a “free Trial”, Xceed grants Licensee a non-exclusive, royalty-free, license to Use theSoftware for 15 or 45 days (depending on the Product, as indicated on Xceed web site), for the purposeof developing end user applications that operate in conjunction with the Software.
The license rights granted under this Agreement do not apply to development or distribution of: (1)software development products or toolkits of any kind, including but not limited to any class libraries,
components, controls, XML web services, cloud services, compilers, plug-ins, adapters, DLLs, APIs or
SDKs destined to be used by software developers other than licensees that are Authorized; and (2)software to be licensed or distributed under an open source model, including, without limitation,models similar to Microsoft Public License, GNU’s General Public License (GPL), Lesser GPL, the Artistic
License (e.g., PERL), the Mozilla Public License, the Netscape Public License, the Sun Community or
Industry Source License or the Apache Software license.
If Licensee is Authorized and has purchased a “Team” or other multi-license subscription, the Software
may be Used on more than one computer at Licensee’s premises by the number of software developers
associated with the team or multi-license subscription (e.g., a “Team 10” or “10-developer” subscription
allows up to ten software developers to Use the Software at Licensee’s premises).
If Licensee is Authorized and has purchased a “site” subscription, the Software may be Used by any
number of software developers on any number of computers in a single physical building at Licensee’s
premises. If Licensee is Authorized and has purchased an “enterprise” subscription, the Software may be
Used by any number of software developers on any number of computers located at any of theLicensee’s premises.
At the time of the original acquisition of a license as well as after (at the time of renewing a
subscription), Licensee must provide Xceed with the following information for at least one (1) TechnicalPage 2 of 9

Contact person, one (1) “Administration” Contact person responsible for ordering and accountmanagement, and one (1) Contact person for payment/invoice processing. It is the responsibility ofLicensee to keep this list of Contact persons up to date at all time -- with their respective, current
information as follows: First and Last Name, Title, Department, Phone Number with extension whenapplicable, email address, complete physical address (office).
3. GRANT OF DUPLICATION AND DISTRIBUTION LICENSEThe Software includes certain runtime libraries and binary files intended for duplication and distribution
by a Licensee that is Authorized. These runtime libraries and binary files are specifically identified in the“Redistributable Files” section of the documentation included with the Software (herein,“Redistributable Files”). If taking advantage of this Article, Licensee must have a valid, paid forsubscription or be compliant with Article 7 to be Authorized.
If Licensee is Authorized, Xceed grants Licensee a perpetual, royalty-free, non-exclusive license to
duplicate the Redistributable Files and to distribute them solely in conjunction with software products
developed by Licensee.
The foregoing license is subject to certain conditions, rules and restrictions, including the following:. If Licensee distributes the Redistributable Files, Licensee agrees to:(i) not supply an Xceed license key to end users, except if it is embedded in Licensee’s product’s
object or intermediate code;(ii) not use Xceed’s name, logo or trademarks to market a software product;(iii) include a copyright notice on Licensee’s software product;(iv) indemnify, hold harmless, and defend Xceed from and against any claims or lawsuits, andreasonable attorney’s fees, that arise or result from the use and distribution of Licensee’s
software product;(v) not permit further distribution of the Redistributable Files by user(s) or end user(s) ofLicensee’s software product; and(vi) distribute only products/projects/applications that were created and completed under anactive subscription.
. In the case of a “transfer” (by Licensee to another party, under any form or manner) of property orutilization rights (of an application/product/program/system developed by Licensee), Licensee mustobtain permission from Xceed before transferring such rights as well as Licensee’s responsibilities andobligations (in respect to Xceed’s Agreement) to that third party.
. Licensee agrees and acknowledges that, should any of these conditions not be respected, it will
constitute a material breach of agreement and terminate the license immediately.
. NOTE: Distribution and/or re-distribution rights are provided to Licensees with a valid, active (paid for)subscription. In the case of subscriptions not renewed for the current period of use, distribution and/or
re-distribution rights will be automatically revoked and deemed illegal without any further action fromXceed.

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4. GRANT OF SOURCE CODE USE LICENSE
The source code to the Software (“Source Code”) is provided to the Licensee by Xceed, in a separate
installation package, provided that Licensee has legitimately obtained a “Blueprint Subscription” for the
Software from Xceed or an authorized reseller (Licensee is then considered “Blueprint Authorized”). If
some portions of the Software’s source code are not provided, they are generally listed in the “Source
Code Information” topic in the documentation included with the Software.
If Licensee is Blueprint Authorized, Xceed grants Licensee the non-exclusive license to view and modify
the Source Code for the sole purposes of education, trouble shooting, and customizing features. If
Licensee modifies the Source Code, Licensee may compile the modified Source Code and use anddistribute the resulting object code solely as a replacement for the corresponding Redistributable Filesthe Source Code normally compiles into.
The foregoing license is subject to the following conditions: (i) Xceed shall retain all rights, title andinterest in and to all corrections, modifications and derivative works of the Source Code created by
Licensee, including all copyrights subsisting therein, to the extent such corrections, modifications orderivative works contain copyrightable code or expression derived from the Source Code; (ii) Licensee
may not distribute or disclose the Source Code, or any portions or modifications or derivative works
thereof, to any third party, in source code form; (iii) Licensee acknowledges that the Source Codecontains valuable and proprietary trade secrets of Xceed, and agrees to take reasonable measures tohelp insure its confidentiality; (iv) Under no circumstances may the Source Code be used, in whole or inpart, as the basis for creating a product that provides the same, or substantially the same, functionality
as any Xceed product; (v) If Licensee distributes a compiled version of the modified Source Code or
portions thereof, Licensee must distribute it in accordance with the conditions listed in section 3(“GRANT OF DUPLICATION AND DISTRIBUTION LICENSE”) regarding the distribution of Redistributable
Files; and (vi) Licensee will not request technical support or error corrections from Xceed on issues
arising out of any modifications of the Source Code.
Licensee shall not be considered liable for any 3rd party malicious attempts to directly or indirectly
acquire the Source Code by decompiling, disassembling or otherwise reverse engineering the Software.
5. SAMPLE CODE LICENSE
In addition to the licenses granted above, Xceed grants Licensee the non-exclusive license to Use, copy
and modify the source code version of those portions of the Software identified as “Samples” or“SampleCode” or “Sample applications” (“Sample Code”) for the sole purposes of designing, developing, andtesting Licensee’s software product(s). If Licensee is Authorized, Licensee may distribute any software
products developed by Licensee that contain the Sample Code or modifications thereof.
The foregoing license is subject to the following condition: Licensee agrees to (i) not use Xceed’s name,logo, or trademarks to market their software product(s); (ii) include a valid copyright notice on all copiesof the Sample Code and any derivative works thereof; (iii) to indemnify and hold harmless Xceed fromand against any claims or lawsuits, including attorneys’ fees, that arise from or result from the use,
copying, modification or distribution of the Sample Code and/or derivative works thereof, and (iv) not
permit further distribution of the Sample Code and/or derivative works by third parties.

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6. CUSTOMIZATION CODE LICENSE

Certain portions of The Software may be identified as “Customization Code” and provided in sourcecode form (“Customization Code”). Licensees that are not Authorized may not modify or redistribute
Customization Code. Licensees that are Authorized must treat Customization Code as “Source Code” asdescribed in section 4 (“GRANT OF SOURCE CODE USE LICENSE”) and the Customization Code is subject
to the same terms and conditions listed therein, with the exception that the non-exclusive license inparagraph 2 of that section is granted to Licensee that is Authorized even if Licensee is not Blueprint
Authorized.
7.

SUBSCRIPTION

A subscription is included in all licenses granted and begins at the time of the License activation. Subscriptions (i.e.,
new subscriptions and renewal subscriptions) provide Licensee with the following rights and privileges:. Free access to any new version or update or release of the component/components (or “Software”)
under the license for the period of the subscription (i.e., until its expiration);. Free access to any new component added to a “Suite” during the subscription period.
. Unlimited expert priority technical support by Xceed for the complete term covered by thesubscription (i.e., until its expiration);. A “Right to Use Xceed Software”, which is the permission given by Xceed to Licensee to use Xceedcomponents or other software (for which Licensee has a valid license and subscription) for a minimumof one day up to the maximum of days covered by the term of the subscription, i.e., until its expiration;. Free access to debugging services until the expiration of the subscription.
Failure by Licensee to maintain an active subscription will result in an interdiction for Licensee to create,
modify and/or distribute existing or new products/projects/applications using Xceed software: more
specifically, changing, updating or modifying in any manner the said products/projects/applications (inwhich Xceed components are used) becomes automatically prohibited after the expiration of a
subscription if this subscription is not renewed in time.
If Licensee wishes to continue using Xceed components while satisfying the above-mentioned
restrictions (i.e., no changes, updates or modifications in any manner to the said
products/projects/applications in which Xceed components are used), Licensee must advise Xceed of its
intention to do so at least thirty (30) days prior to the expiration of Licensee’s then-current
subscription(s).
Failure to abide by this rule will put Licensee in default and automatically void all Licensee’s rights onfurther use of Xceed software. Moreover, in such a case, Licensee agrees that Xceed shall be entitled toissue an invoice for a 1-year renewal subscription at then-prevailing rates for Licensee’s subscription(s)about to expire or expired. Licensee understands that such invoice must be paid as per the usual termsof payment. Xceed reserves the right to accept late renewals if the request for renewing is received
within thirty (30) days after the expiration of the subscription. In certain cases, Xceed may invoice
Licensee for an amount of US$250 as a late fee for thirty (30) days (or proportionally in terms of days).
8. BACK-UP AND TRANSFER

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Licensee may make copies of the Software solely for “back-up” purposes, as prescribed by Canadian,
United States, and international copyright laws. Licensee must reproduce and include the copyrightnotice on the back-up copy. Licensee may transfer the Software to another party only if the other party
agrees to the terms and conditions of the Agreement, and completes and returns registration
information (name, address, etc.) to Xceed within 30 days of the transfer. Upon transferring theSoftware to another party, Licensee must terminate this Agreement by following the instructions in the“AGREEMENT TERMS” section below.
9. REVERSE-ENGINEERING
Licensee acknowledges that the Software, in source code form, remains a confidential trade secret of
Xceed and/or its suppliers and therefore Licensee agrees that it shall not modify, decompile,
disassemble or reverse engineer the Software or attempt to do so, except as otherwise permitted in thisagreement. Licensee agrees to refrain from disclosing the Software and to take reasonable measureswith its employees, sub-contractors and suppliers to ensure they do not disclose the Software to any
other person, firm or entity except as expressly permitted herein.
10. OTHER RESTRICTIONS
Licensee may not use, copy, modify, translate, or transfer the Software, documentation, license key, or
any of the files included with the Software except as expressly defined in this agreement. Licensee may
not attempt to unlock or bypass any “copy-protection”, licensing or authentication algorithm utilized by
the Software. Licensee may not remove or modify any copyright notice, nor any “About” dialog or the
method by which it may be invoked. Licensee may not rent or lease the Software. Violations will be
prosecuted to the maximum extent possible under the law.
Xceed reserves the right to cancel, revoke or terminate any License or subscription if Licensee fails torespect the rules and obligations set forth in this Agreement, in particular if Licensee or any “user” of
Xceed software does not comply with Article 7.
Would a Licensee keep using Xceed software without having a valid subscription, Xceed reserves theright to suspend any current or previous license(s) or subscription(s) at any time, and to bill Licensee fora minimum of a 1-year subscription. If payment is not received within thirty (30) days, an administration
fee of 1 ½% per month will be added and invoiced to Licensee on a monthly basis until all amounts due
are fully paid.
11. SATISFACTION GUARANTEEDThis guarantee does NOT apply to the following product(s)/component(s)/Software:“Xceed Words for .NET” (all versions).
Because of the nature of such product(s)/component(s)/Software, NO CLAIM FOR REIMBURSEMENT,
for whatever reason, will apply to that/those product(s). Clients or potential Licensees must make sure

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such Xceed product(s)/component(s)/Software satisfy/ies their requirements before acquiring a Licenseor subscription.
12. LIABILITY DISCLAIMER
The Software is provided as is, without any representation or warranty of any kind, either express or
implied, including without limitation any representations or endorsements regarding the use of, theresults of, or performance of the product, its appropriateness, accuracy, reliability, or correctness. The
entire risk as to the use of this product is assumed by Licensee. Xceed does not assume liability for theuse of the Software beyond its original purchase price. In no event will Xceed be liable for additional
direct or indirect damages including any lost profits, lost savings, or other special, incidental orconsequential damages arising from any defects, or the use or inability to use the Software, even if
Xceed has been advised of the possibility of such damages.
The Licensee (or would-be Licensee) -- and its representatives -- commits to certify that they have taken
advantage or have been offered the opportunity of a free 15 or 45-day Trial (depending on the Product)in order for them to test all essential functions and conditions required by the Licensee (or would-be
Licensee) and its applications/objectives.
The Licensee (or would-be Licensee) and its representatives acknowledge that, before ordering an
Xceed product, they have completed all the research, tests and other pre-requisites. They also confirm
that they have read this Agreement and understand that no reimbursement of any kind is or will beavailable after ordering.
13. EXPORT LAW
Licensee acknowledges and agrees that the Software may be subject to export restrictions and controls.
Licensee agrees and certifies that neither the Software nor any direct product thereof (e.g., any
application software product developed by Licensee that uses the Software) is being or will be acquired,shipped, transferred, exported or re-exported, directly or indirectly, into any country prohibited by U.S.
or Canadian export restrictions and controls. Licensee bears all responsibility for export law complianceand will indemnify Xceed against all claims based on Licensee’s exporting the Software.
14. AUDIT RIGHTS
Licensee hereby grants Xceed the right to request an audit on Licensee’s use of Xceed products, upon
Licensee receiving fourteen (14) day written notice from Xceed, with a maximum of two requests per
subscription term. Xceed shall give Licensee a two (2) week written notice to verify Licensee’s
compliance with the current Agreement. Licensee shall keep adequate records in order to demonstrate
the correct use of Xceed software as per the rules and restrictions of this Agreement. Would Licensee
not be able to demonstrate its compliance to this Agreement or, should Licensee refuse or fail toprovide Xceed with appropriate records and evidence, Xceed shall have the right to terminate thecurrent Agreement and any subscription upon a written notice. Licensee shall not be entitled to any
reimbursement or any compensation of any type. Any such audit hereunder shall be strictly limited to
Xceed reviewing Licensee’s compliance with this Agreement, and under no circumstances shall Xceed
have access to any of Licensee’s proprietary source code or any other confidential information.

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15. AGREEMENT TERMS
This Agreement is effective until terminated. This Agreement will terminate if Licensee fails to comply
with any terms or conditions of this Agreement. Upon such termination, or to terminate this agreement
intentionally, Licensee must delete the Software from all its systems and storage media and recall anddelete any Redistributable Files Licensee may have distributed.
16. PARTIES BOUND
If Licensee is executing this Agreement on behalf of an entity, then Licensee represents that he or she
has the authority to execute this agreement on behalf of such entity.
17. COPYRIGHTThe Software is Copyright ©1994-2021 Xceed Software Inc., all rights reserved. The Software is
protected by Canadian and United States copyright laws, international treaties and all other applicablenational or international laws.
18. OTHER RIGHTS AND RESTRICTIONS
Except for the limited licenses granted herein, Xceed retains exclusive ownership of all proprietary rights(including all ownership rights, title and interest, and including moral rights in jurisdictions whereapplicable) in and to the Software. Licensee agrees not to represent that Xceed is affiliated with orapproves of Licensee’s software product(s) in any way.
19. GENERALThis Agreement shall be interpreted, construed, and enforced according to the laws of the Province ofQuebec, Canada. In the event of any action under this Agreement, the parties agree that federal andprovincial courts located in Longueuil, Quebec will have exclusive jurisdiction and that a suit may only be
brought in Longueuil, Quebec and Licensee submits itself for the jurisdiction and venue of the provincial
and federal courts located in Longueuil, Quebec.
If any portion of this Agreement is determined to be legally invalid or unenforceable, such portion will
be severed from this Agreement and the remainder of the Agreement will continue to be fully
enforceable and valid.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT IN ITSENTIRETY AND THAT, BY ACQUIRING AN XCEED LICENSE AND/OR INSTALLING, DOWNLOADING,RUNNING OR COPYING ANY XCEED SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THISAGREEMENT’S TERMS AND CONDITIONS. YOU ALSO UNDERSTAND THAT, UNLESS YOU HAVE A WRITTENSEPARATE AGREEMENT WITH XCEED, THIS AGREEMENT CONSTITUTES THE ENTIRE AND EXCLUSIVEAGREEMENT AND UNDERSTANDING OF THE PARTIES. IT MAY BE MODIFIED AT ALL TIME BY XCEEDWITHOUT PRIOR NOTICE AS LONG AS THE LATEST APPLICABLE VERSION IS MADE AVAILABLE ON
XCEED’S WEB SITE. NO OFFICER, SALESMAN OR AGENT HAS ANY AUTHORITY TO OBLIGATE XCEED BY
ANY TERMS, STIPULATIONS OR CONDITIONS NOT EXPRESSED IN THIS AGREEMENT.

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Revised March 07, 2022

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