Terms and Conditions (“Terms”)
Last updated: March 5, 2021
The following terms shall apply to the use of any Third Party Software included in our products, services, or SaaS Services, including but not limited to Third Party Software owned by PDFTron Systems Inc. (“PDFTron”):
- Customer (a) will use the Third Party Software only as an integral component of the products, services, or SaaS Services of Proficient; (b) will not use the Third Party Software for development, compilation, debugging and similar design-time purposes; (c) will not reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of the Third Party Software or attempt to do any of the foregoing in relation to the object code of the Third Party Software; and (d) will not modify, adapt, translate or create any derivative works of the Third Party Software or merge the Third Party Software into any other software.
- Customer will not use, copy, modify, or transfer the Third Party Software, or any copy, adaptation, transcription, or merged portion thereof, except as expressly permitted herein. Customer’s rights will be non-exclusive, and except as expressly permitted by the Proficient, non-assignable; provided always, however, that the provisions set forth in this Agreement applicable to any Customer must also apply to any permitted assignee.
- Proficient and its licensors will have the exclusive ownership of all right, title, and interest in and to the software or service licensed to the Customer, including ownership of all the “Intellectual Property Rights” and “Confidential Information” pertaining thereto, subject only to the express rights and privileges expressly granted to the Customer hereunder.
- “Intellectual Property Rights” means patents, patent rights and registrations and applications, renewals and extensions therefor, copyright (including, but not limited to, ownership rights in all computer code, concepts, and methods of operation, moral rights and any related documentation), copyright registrations and applications, renewals and extensions therefor, trademarks, trademark registrations and applications, renewals and extensions therefor, utility model or industrial design registrations and applications, renewals and extensions therefor, trade secrets and other intellectual property rights recognized by laws in the United States, Canada, and applicable foreign and international laws, treaties and conventions.
- “Confidential Information” means any activation code, license key or registration information to be provided by the owner of Third Party Software to Proficient.
- Customer’s obligations hereunder will remain in effect for as long as it continues to possess or use the Third Party Software and such obligations will be for the benefit of the owner of Third Party Software and will be enforceable by the owner of Third Party Software as a third party beneficiary against the Customer.
- LIMITED WARRANTY: The product and performance warranties provided by PDFTron to Proficient with respect to its Third Party Software licensed to Proficient are limited to the following:
- PDFTron warrants to the best of its knowledge, the Third Party Software will not infringe or misappropriate any Intellectual Property Rights of any third party; and
- PDFTron warrants that it will use a commercially reasonable virus detection computer software program to test its Third Party Software and any error corrections, updates or enhancements or any other program, including any new programs or components, or any compilations or derivative works that it prepares and provides to Proficient for known worms, viruses or any other routine that can disable, erase or otherwise harm Proficient’s hardware, software, data or systems (collectively, “Malicious Code”) prior to delivery to Proficient.
- DISCLAIMER OF WARRANTIES: PROFICIENT OFFERS NO WARRANTIES (WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITIONS OF MERCHANTABILITY, DURABILITY, OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE THIRD PARTY SOFTWARE, EXCEPT THAT PROFICIENT WILL PASS THROUGH TO CUSTOMER, IF AND TO THE EXTENT PERMITTED, ANY WARRANTIES EXPRESSLY PROVIDED BY SUCH THIRD PARTIES TO PROFICIENT FOR SUCH THIRD PARTY SOFTWARE, AS DESCRIBED IN SECTION 5 ABOVE.