XODO PDF STUDIO END USER LICENSE AGREEMENT

This document is a legal agreement (the "Agreement") between you the user (“you” or “Licensee”) and Apryse Software Corp. ("Licensor"), which contains the terms and conditions that must be complied with if you wish to download, install and use Xodo PDF Studio ("Software").

LICENSOR IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ ALL OF THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE. IF YOU DOWNLOAD, INSTALL OR USE THE SOFTWARE YOU ARE THEREBY ACKNOWLEDGING THAT YOU HAVE READ ALL OF THE TERMS OF THIS AGREEMENT AND THAT YOU ARE BOUND BY THEM.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. IF YOU HAVE ALREADY INSTALLED THE SOFTWARE, PROMPTLY REMOVE ALL COPIES OF THE SOFTWARE FROM ANY COMPUTERS OR OTHER MEDIA TO WHERE IT WAS DOWNLOADED OR COPIED.

1. Grant of License to Use. Licensor grants to you as an individual, a personal, non-sublicensable, non-exclusive limited license to make and use copies of the Software for its intended purpose. If you are an entity, Licensor grants you the right to designate one individual within your organization to have the right to use the Software in the manner provided below.

   If you are running the Software in evaluation mode, before purchasing from Licensor Software, you may only use the Software for evaluation purposes to make a purchasing decision.

   If you have acquired a license to run the Software in production mode, each license for Xodo PDF Studio covers the use of the Software by one individual, on up to two (2) computers. Licenses may not be shared with other individuals, or assigned, resold or transferred in any form to a different individual or entity. You may use this Software for your internal business purposes, provided however that any actual or attempted commercial use of the Software by you, such as charging or attempting to charge third parties a fee to convert the third parties' documents by running them through the Software is expressly prohibited.

   Licensor reserves all rights not expressly granted.

2. Subscription Updates. Upon receipt of future subscription updates of the Software (an "Update"), you may use or transfer the Update only in conjunction with your then-existing Software. The Software and all Updates are licensed as a single product, and the Updates may not be separated from the Software for use by more than one user.

3. Distribution. You may not distribute the Software in any form or medium except as provided by Section 1.

4. Description of Other Rights and Restrictions.

   1. Limitations on Reverse Engineering and Decompliation. You may not reverse engineer, decompile, disassemble, or translate the Software, nor will you aid, abet, or permit others to do so, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You are not authorized to alter, modify, copy, edit, format, or create derivative works of any Software provided under this Agreement.

   2. Confidentiality. You shall protect the confidentiality of the Software and any documentation at least to the degree used by Licensee to protect your own proprietary materials, and which shall not be less than reasonable protection.

   3. Indemnity. You agree to indemnify, hold harmless, and defend Licensor and its suppliers from and against any claims or lawsuits, including attorney's fees that arise or result from the installation or use of the Software.

   4. No Rental. You may not rent, lease, or lend the Software to any other party.

   5. No Transfer. You may not transfer the Software or this license and the rights granted by this license, to any other party.

   6. Media. You may receive the Software in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your computer. You may not use or install the other medium on another computer. You may not loan, rent, lease, or otherwise transfer the other medium to another user.

   7. Acceptable Use Restrictions. The following actions are prohibited while using the Software: (i) using the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Software; (ii) infringing the Intellectual Property Rights of any third party in relation to your use of the Software (“Intellectual Property Rights ” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights); and (iii) uploading or transmitting any material that is defamatory, offensive or otherwise objectionable; (iv) enabling or allowing others to use the Software, or content using your account information; (v) using the functionality or software included in the Software to construct any kind of database; (vi) framing or utilizing framing techniques to enclose any Licensor trademark, logo or other proprietary information without Licensor’s express written consent; and (vii) engaging in chain letters, phishing, junk mails, pyramid schemes, spamming, or other unsolicited messages.

5. No Support.

   Licensor is under no obligation to support the Software or to provide Licensee with Updates or error corrections. If Licensor, at its sole option, supplies Updates or error corrections to Licensee, they will be considered part of Software, and subject to the terms of this Agreement.

6. Upgrades.

   If the Software is labeled as an upgrade, you must be properly licensed to use a product identified by Licensor as being eligible for the upgrade in order to use the Software. Software labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this Agreement.

7. Copyright Limitations.

   All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and apps incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by Licensor or its suppliers. The Software may contain materials owned by Sun Microsystems, Inc. If so, all title in and copyright to the Java TM Technology are owned or licensed by Sun Microsystems, Inc., all rights reserved.

   The Software is protected by copyright and intellectual property laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material except that you may install the Software on the number of computers indicated in this Agreement provided that you keep the original solely for backup or archival purposes. You may not copy any printed materials accompanying the Software.

8. Term and Termination.

   This Agreement shall remain effective as follows: (a) for subscription licenses, for the duration of the subscription length you have purchased, after which it shall auto-renew for another monthly or annual subscription, as applicable (unless you notify us as described in Section 14 below); and (b) for perpetual licenses, indefinitely unless terminated in accordance with this Section 8. Without prejudice to any other rights, Licensor may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event you must destroy all copies of the Software and all of its component parts. You may terminate this Agreement at any time provided always, however, that no part of the fee paid for each subscription will be refundable, unless explicitly communicated to you or required by mandatory law.

9. Limited Warranty.

   1. Installation and Use. You assume full responsibility for the selection of the Software to achieve your intended results, and for the installation, use, and results obtained from the Software.

   2. No Performance Warranty. YOU ARE RESPONSIBLE FOR THE ENTIRE RISK WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE ITSELF.THE SOFTWARE IS PROVIDED BY LICENSOR "AS IS" WITHOUT ANY WARRANTY OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SPECIFICALLY DENIES (A) THE EXISTENCE OF ANY IMPLIED WARRANTIES RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES; (B) THAT SOFTWARE ERRORS (IF ANY) WILL BE CORRECTED; AND (C) THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

   3. Specific Disclaimer for High-Risk Activities. The Software is not designed or intended for use in high-risk activities including, without restriction, on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for such purposes or any other purposes.

10. LIMITATION OF LIABILITY.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, OR ITS SUPPLIERS OR AUTHORIZED REPRESENTATIVES, BE LIABLE FOR LOST REVENUE, PROFIT OR DATA, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR $10, WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

    THE PROVISIONS OF THIS SECTION 10 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN YOU AND LICENSOR. LICENSOR'S PRICING REFLECTS THIS ALLOCATION OF RISK AND LIMITATION OF LIABILITIES.

11. Taxes and Duties.

    License fees do not include any sales, use, value added, consumption or goods and services tax, import duties, or any other taxes or charges which may be exigible for this product or license, all of which will be your responsibility. You shall have no obligation to pay any taxes levied on Licensor's net income.

12. U.S. Government Restricted Rights.

    The Software and documentation are provided with restricted rights. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in Clause 252.227-7013(c)(1) of the DFARS and Clause 52.227-19(c)(2) of the FAR, as amended from time to time and where applicable.

13. Export Restrictions.

    You agree that you do not intend to nor will you, directly or indirectly, export or transmit the Software or related documentation and technical data, or process, or service that is the direct product of the Software, to any country to which such export or transmission is restricted by any applicable U.S. or other State regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.

14. Billing. If you decide to purchase a paid subscription for the Software (or any particular features), you will be charged the stated fee in advance on a monthly or yearly basis or some other recurring interval disclosed to you prior to your purchase. For perpetual licenses, you will be charged at the time of purchase. We may change the price for the Updates or paid subscriptions, including recurring subscription fees (for periods not yet paid), from time to time and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Software after the price change takes effect. If you do not agree with a price change, you may reject the change by unsubscribing from the paid subscription prior to the price change going into effect.

    For subscription licenses only: Licensor will automatically bill the subscription fee to the payment method selected by Licensee until its subscription is cancelled or terminated via Licensee’s account dashboard. If Licensee does not terminate its subscription, it will be automatically renewed. Any cancellation will take place from the next billing period, i.e. any cancellation will only cancel future billings. Licensor does not provide refunds except in cases requested by mandatory law or where otherwise explicitly communicated to Licensee.

    UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, WHICH YOU MAY DO VIA YOUR ACCOUNT DASHBOARD, YOU UNDERSTAND YOUR LICENSE WILL AUTOMATICALLY CONTINUE AND RENEW FOR A SUBSEQUENT MONTHLY OR ANNUAL TERM, AS APPLICABLE, AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU UNLESS REQUIRED BY LAW) TO COLLECT THE THEN-APPLICABLE FEE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU. IT IS UP TO YOU TO ENSURE YOUR PAYMENT METHODS ARE UP TO DATE AND NOT EXPIRED.

15. Miscellaneous.

    1. Governing Laws. This Agreement is governed by the laws of the State of Delaware, and the parties agree to resolve any dispute exclusively in the courts at Wilmington, DE, USA.

    2. Notices. Should you have any questions concerning this Agreement, or if you desire to contact us for any reason, please contact us at info@apryse.com. For legal notices please email legalnotices@apryse.com, or write to Attention: Legal at Apryse Software Corp., 530 Harrison Ave, Second Floor, Boston, MA 02118 USA.

    3. Severability. If any provision of this Agreement is found to be void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. If any remedy provided is determined to have failed its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in full force and effect

    4. Complimentary Products. Licensor products are frequently capable of running in combination with other software products, such as Microsoft Windows, or are capable of producing output in formats based on other software products, such as Adobe Acrobat (collectively referred to as "Complimentary Products"). It is your responsibility to ensure that you have acquired licenses to use all such Complimentary Products.

    5. Remote Connection. The Software may connect remotely to Licensor servers in order to confirm account information for the purpose of license verification. Licensee hereby authorizes and will permit these remote connections for this purpose and agrees not to circumvent or attempt to circumvent or block such measures (e.g. lack of internet connection firewalls). For greater certainty, Licensor has no access to Licensee’s systems, nor does it have access to or receive data regarding the contents of documents processed using the Software.

    6. Assignment. You may not assign this Agreement, in whole or in part, without the prior written consent of Licensor. This Agreement shall endure to the benefit of and be binding upon you and Licensor and each of our respective successors and permitted assigns.

    7. Force Majeure. A party shall be excused from performance under this Agreement for any period to the extent that a party is prevented from performing any obligation as a result of causes beyond its reasonable control and without its negligent or willful misconduct.

    8. Changes to Terms. Licensor reserves the right to change the terms of this Agreement at any time and to notify you by posting an updated Agreement on the website or by other reasonable means as Licensor deems appropriate. If you do not agree to these changes, then you must stop using the Software and cancel your subscription. If you do not stop using the Software then your use of the Software will continue under the changed terms. Your continued use of the Software constitutes your agreement to be bound by all of these terms as amended by us from time to time.

    9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior written or oral agreements on the subject matter herein. Any other terms or conditions included in any purchase order, acknowledgments or other forms utilized by you shall not be incorporated in this Agreement or be binding upon the parties unless Licensor expressly agrees in writing or unless otherwise provided for in this Agreement.

16. Adobe Color Profiles

    1. Where the distribution of the Software contains some files, hereby referred to collectively as Adobe Color Profiles, that are owned by Adobe Systems Incorporated. By using the Licensed Software, Licensee agrees to the following conditions:

       Licensee agrees that these files are provided on an "AS IS" basis. Adobe and/or Licensor make no representation as to the adequacy of the Software for any particular purpose or to reproduce any particular result. Adobe and/or Licensor shall not be liable for loss or damage arising from the distribution or use of the Adobe Color Profiles.

       In no event shall Adobe and / or Licensor be liable to Licensee or Licensee's customers for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if an Adobe or Licensor representative has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party.

    2. The Adobe Color Profiles in this distribution can also be obtained from Adobe Systems Incorporated by going to its website at www.adobe.com.