@nativedocuments/docx-wasm

NATIVE DOCUMENTS SOFTWARE LICENSE AGREEMENT READ THIS AGREEMENT BEFORE USING THE SOFTWARE. THIS AGREEMENT CONTAINS INFORMATION CONCERNING YOUR LEGAL RIGHTS AND LIMITATIONS ON THESE RIGHTS, AS WELL AS A SECTION REGARDING APPLICABLE LAW AND JURISDICTION OF DISPUTES. NATIVE DOCUMENTS, INC (“Native Documents” or “We”) IS WILLING TO ALLOW YOU OR THE ENTITY YOU REPRESENT ("You") TO USE OUR SOFTWARE ONLY IF YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. YOU SHALL HAVE NO RIGHT UNDER THIS AGREEMENT UNLESS YOU HAVE BEEN PROVIDED WITH A KEY BY NATIVE DOCUMENTS OR A NATIVE DOCUMENTS-AUTHORIZED RESELLER, AND YOU ACCEPT ALL TERMS OF THIS AGREEMENT. IF YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE THE REQUISITE AUTHORITY, YOU MAY NOT ACCEPT THE AGREEMENT OR USE THE SOFTWARE. IF YOU DO NOT AGREE TO ALL TERMS OF THE AGREEMENT, OR IF YOU HAVE ORDERED THE SOFTWARE FROM SOMEONE WHO IS NOT AN APPROVED SOURCE, THEN: (A) DO NOT INSTALL, INTEGRATE, OR OTHERWISE USE THE SOFTWARE OR REQUEST ANY SUPPORT, AND (B) IMMEDIATELY DESTROY ALL COPIES OF ANY SOFTWARE AND KEYS AND REQUEST A FULL REFUND OF ANY FEES PAID TO THE PARTY THAT FURNISHED YOU THE SOFTWARE. BY INSTALLING, INTEGRATING OR OTHERWISE USING THE SOFTWARE OR REQUESTING SUPPORT, YOU WILL BE DEEMED TO HAVE ACCEPTED THIS AGREEMENT. IF YOU AND NATIVE DOCUMENTS HAVE SIGNED A SEPARATE WRITTEN AGREEMENT COVERING YOUR RIGHTS AND DUTIES WITH RESPECT TO THE SOFTWARE, THEN THAT WRITTEN AGREEMENT TAKES PRECEDENCE OVER ANY CONFLICTING TERMS OF THIS AGREEMENT. 1. Definitions "Approved Source" is Native Documents or a reseller authorized by Native Documents to sell the Software . "Commitments” means commitments you make in advance to purchase a specific quantity of usage, as measured by Usage Metrics, for use during a period of time. "Key" means a Phrase Pair or License Certificate, as those terms are defined in clause 3.1. "Software" means the Native Documents product with which this Agreement was supplied (or available at the point of download), or the Native Documents product identified in a Proof of Entitlement, and where applicable includes any software components provided by Native Documents which download to and execute in an end-user’s web browser when they access the Software. Except where the context otherwise requires, "Software" includes any Update of that Software that You rightfully receive under this Agreement. "Proof of Entitlement" is a paid up Native Documents invoice or other Native Documents-issued confirmation of Native Documents' grant to You of a License. The Proof of Entitlement must identify You, the Native Documents product, any applicable Usage Metric and any Commitments. “Usage Metrics” include the following: • Documents Exported– the total number of documents saved/exported from the Software in any format (for example, text, docx or PDF) during a specified period of time. If multiple instances of the Software are used, then Documents Exported is the sum of the number of documents saved/exported across all such instances during that period. • Documents Viewed– the total number of documents opened/viewed in the Software during a specified period of time. If multiple instances of the Software are used, then Documents Viewed is the sum of the number of documents opened/viewed across all such instances during that period. • Architectural– the number of instances of a specified Software component (eg Native Documents syncd/ndstore component), and/or the capacity thereof (expressed for example, as number of sessions). 2. License Grant. 2.1 Grant. When You purchase or rightfully receive a Key for the Software, Native Documents grants You a non-exclusive, non-transferrable, non-sublicensable license to use the Software during the Term, subject always to any Usage Metric limitations in Your Proof of Entitlement (the "License"). You are not granted the right to, and You shall not, exercise the License for an Excluded Purpose. “Excluded Purpose” means making available any product or service (including software-as-a-service, platform-as-a-service, infrastructure-as-a- service) that competes with the Software or Native Documents services based on the Software. 2.2 Copying and Installation. You may copy and install the Software on any device under your control that supports it, subject always to any Usage Metric limitations in Your Proof of Entitlement. 3. Unlocking 3.1 Procedure. In order to be able to use the Software effectively, you must sign-up with Native Documents and obtain either a license "Phrase Pair" (in the form of an ID and secret) or "License Certificate", then make it accessible to the Software and configure the Software to read it. 3.2 Licensing Server. A Phrase Pair is verified from time to time against a licensing server operated by Native Documents ("Licensing Server"). Accordingly, in order to use the Software effectively with a Phrase Pair, the Software will need a network connection to the Licensing Server, which you acknowledge and accept. In contrast, a License Certificate enables use of the Software without an Internet connection, during the period in which the License Certificate is valid. 3.3 Key must be kept Confidential. You will ensure that You keep your Key confidential. You shall notify Native Documents promptly of any unauthorized use of any Key or any other known or suspected breach of security or misuse of the Software. You are responsible for use of the Software by any and all employees and other users that access the Software through Keys provided to You. From time to time we may provide you with an updated Key. You agree to promptly install this most recent Key, and delete all earlier Keys. You acknowledge that Key generally only allow access to or use of the Software for a certain period of time, and that when that time expires, your access to the Software may cease, or become limited in some way, without further notice to You. At Native Documents’ option, we may permit continued use after your Key expires, such use to be billed/charged on a consumption basis. You must not distribute your Key to a customer or other third party. Contact Native Documents if you wish to obtain a key on behalf of a customer or prospect. 4. Free Tier Use If You use the Software free of charge and with a Phrase Pair, then the terms of this clause 4 shall apply (“Free Tier Use”). The right to use is for the period enabled by the Phrase Pair and Licensing Server, however Native Documents has the right to immediately revoke and terminate Your right to use the Software for Free Tier Use at any time without notice. You acknowledge that the functionality of the Software might be limited in certain respects ("Usage Limitations"), and Native Documents shall have the right to downgrade, limit or otherwise modify the Software made available at any time without notice. You agree not to use multiple Phrase Pairs or to swap between Phrase Pairs with the intent to circumvent any Usage Limitations. You agree that any use of the Software beyond the Usage Limitations requires a paid Commitment. You may choose at any time to terminate this Agreement by revoking your Key in our developer portal. You must immediately stop using the Software and promptly destroy all Keys in Your possession or control, as provided for in clause 16.3. 5. Proof of Concept and Evaluation Use 5.1 If You use the Software pursuant to a proof of concept or evaluation License Certificate (“Evaluation Use”), then the terms of this clause 5 shall apply. Evaluation Use shall include use of any beta or non-production Software. Native Documents may allow Evaluation Use for a fee or at no charge to You, as mutually agreed between Native Documents and You. The right to use is for the period enabled by the License Certificate or as specified in writing in an order document, whichever is the lesser. 5.2 You may use the Software solely for the internal purpose of evaluating and testing the Software for suitability with the Your application and You shall not make available the Software or access thereto to any third party other than in accordance with this Agreement. Native Documents shall have the right to downgrade, limit or otherwise modify the Software made available for Evaluation Use at any time without notice, and the right to immediately revoke and terminate Your right to use the Software at any time. 5.3 You represent and warrant that: (a) You have not previously evaluated the relevant Software, and (b) You will not attempt to, by any means, evaluate the Software again without payment. You agree that violation of this provision or this Agreement may subject You to monetary penalties, including payment of all applicable fees as if the Software were in production use. 6. Term 6.1 Initial Term. The initial term of this Agreement begins on the date Native Documents provides a Key (or access to a Key) to You (“Commencement Date”) and extends for the period specified in the Proof of Entitlement (or if the Software is provided for Evaluation or Free Tier Use, for the period specified in clause 4 or 5.1 respectively hereof) (unless earlier terminated, the “Term”). 6.2 Automatic Renewal. Unless a party notifies the other of its intent not to renew prior to the end of the then current Term (or as provided in clause 13), the Term will automatically extend for a further 12 months. We may require you to agree to a new agreement, a supplemental agreement or an amendment before processing a renewal. Prices for fee-based subscriptions may change in the future. Unless otherwise provided in Your Proof of Entitlement, the subscription fees for any renewed subscription will be the then current list price applicable to your existing Commitments. This clause 6.2 does not apply to Free Tier Use or Evaluation Use. 7. Support 7.1 “Updates” means the provision of error corrections, bug fixes, new releases, updates, product extensions and enhancements with respect to the Software, in each case as made generally commercially available by Native Documents in its sole discretion, but excluding: • new products that are subject to a new license fee, as determined by Native Documents in its sole discretion; and • any feature or functionality not included in your right to use. 7.2 Commitment. Subject to Your payment of any applicable fees, Native Documents will provide support and Updates for the Software in accordance with your Proof of Entitlement, this clause 7, and any support policies it may issue from time to time. We do not commit to providing any support in respect of Free Tier Use or Evaluation Use. 7.3 Designated Contacts. You may designate technical support contacts (up to the number in our support policies or your Proof of Entitlement). We will provide support to these designated contacts. You will ensure that all such personnel shall have the requisite skill, qualification, experience, access rights and English language communication skills to perform the tasks assigned to them. 7.4 Co-operation. You shall (a) promptly provide such assistance, information and documents as Native Documents may reasonably request from time to time in order to discharge its obligations under this Agreement; (b) ensure that Your employees and other independent contractors provide reasonable co-operation to Native Documents in relation to the provision of the performance of this Agreement (c) test the Software and any Updates thoroughly before deploying it in a production environment; and (d) ensure the adequacy, integrity, security, virus checking and accuracy of your data and computer systems and operate all necessary back-up procedures to ensure your data is safe in the event of any outage, damage or other event or issue. 7.5 Environment. Where the Software is provided as Docker containers, we ensure these containers work in a reference environment (details of which we will publish from time to time). You are responsible for sizing, maintaining and supporting the environment in which you choose to run any containers. 7.6 Other Limitations. Native Documents may choose not to provide support for the following: • Software that has been modified or damaged by You or a third party; • issues caused by negligence on the part of Your employees or agents, hardware malfunction, or other causes beyond our reasonable control; or • issues caused by third party software not licensed or provided by Us. 7.7 Native Documents cannot and does not warrant that any bug, error, or other issue will be remedied or otherwise resolved, promptly or at all; especially where an issue relates to interoperability or visual conformance with Microsoft Office. In determining how to handle an issue you have reported, Native Documents will consider the severity or impact of that issue on You, however the nature and extent of Support for any given issue will be determined by Native Documents in its sole discretion. 8. Contributions and Ideas 8.1 If you contribute any fix or other modification or enhancement (“Contribution”) to Native Documents intellectual property (other than to a separately licensed sample project on GitHub) or to the Software, you assign and agree to do all such acts as may be necessary to assign, all intellectual property in such Contribution to Native Documents. 8.2 You may choose to or we may invite you to submit comments or ideas about improvements to the Software, our API, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Native Documents has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you. 9. Ownership. Native Documents and Native Documents’ licensors, respectively, retain exclusive ownership of all right, title, and interest of all intellectual property in and to the Software. Nothing in this Agreement constitutes a sale or other transfer or conveyance of any right, title, or interest in the Software. 10. Certain Restrictions, Limitations and Prohibitions. 10.1 No Rights or Licenses Implied. Licenses or rights in the Software not expressly granted in this Agreement shall not arise by implication or otherwise. 10.2 Approved Source. You shall have no right or license to use the Software unless You have rightfully received a Key from an Approved Source. 10.3 No Sublicensing or Assignment. You may not sublicense, transfer or assign, whether voluntarily or by operation of law, any right or license in or to the Software. Any attempted sublicense, transfer or assignment shall be void. 10.4 You are Sole Grantee. No rights or licenses in the Software or entitlement to support shall arise under this Agreement in favor of anyone other than You. 10.5 Separately Available Features. The Software might also include additional unlicensed features or functionality that You may not use unless You purchase appropriate access at an additional fee. Features and functionality are not included in your right to use the Software unless your Proof of Entitlement identifies those features and functionality as being included. 10.6 Other Use Restrictions and Prohibitions. You must not: • Use any Native Documents trade mark (except as Native Documents may permit by email) • Decompile, disassemble or reverse engineer the Software or modify, unbundle, or create derivative works based on the Software, except as expressly permitted by applicable law without the possibility of contractual waiver. • Copy Keys except as necessary for You to install and make use of the Software as expressly licensed by Native Documents. • Detach or separate any libraries, files, modules or other components embedded within a Software or within a particular software image you have received, or use any such modules, files or other components separately from the Software or software image in which it is embedded (except to the extent that a documented feature of the Software is implemented by doing so). • Furnish any copy of the Keys to any third party other than to Your contractor(s) solely for Your benefit in performing its contract services for You and in that case only if that contractor has agreed to adhere to the terms of this Agreement. If You do furnish the Key or access to the Key to Your contractor(s), You shall remain fully and primarily responsible to Native Documents for compliance with all provisions of this Agreement. • Remove (or, if the license includes the right to make copies of the Software, fail to include in those copies) any readme files notices, disclaimers, marks and labels included in the Software as delivered by Native Documents. • Disable, tamper with or otherwise attempt to circumvent any mechanism that meters or validates your use of the Software, try to gain unauthorized access to or disrupt any service, device, data, account or network, or use the Software in a way that could harm it or impair anyone else’s use of it. • Use or allow use of the Software in violation of any applicable law or regulation or to support or facilitate any illegal activity. You must prohibit anyone who accesses the Software through You or your offering from doing any of the above, and if you become aware of any transgression or suspected transgression, (i) actively enforce such prohibition, and (ii) immediately notify Native Documents providing full details of the situation. 11. Fees and Taxes. 11.1 Fees. You will be invoiced for those amounts and at those prices set forth in an order form, in an invoice or periodic invoices separately issued by Native Documents or agreed to as part of the online ordering process (“Invoices”). 11.2 Taxes. All prices and fees payable in respect of any Software are exclusive of tax. You shall be responsible for paying taxes and any related penalties and interest arising from the use of the Software or licensing or delivery of Software and any services under this Agreement, except for taxes based on Our income. If we have the legal obligation to pay or collect any taxes for which you are responsible, you will be required to pay us that amount unless you provide us with a valid tax exemption certification authorized by the appropriate taxing authority. If applicable, valid exemption documentation for each taxing jurisdiction shall be provided to Native Documents prior to invoicing, and You shall promptly notify Native Documents if Your exemption is revoked or modified. All payments that You make shall be free and clear of, and without reduction for, any withholding tax; any such taxes are your sole responsibility. 12. Payments If You purchase the Software by submitting an order form through Our order portal, You will be required to submit payment information (including credit-card, debit-card or bank account information) and will be charged at the time of purchase, and then periodically (as applicable) throughout the Term. You authorize us to charge your payment method for the fees due for your Commitment and/or use of the Software. If we do not have your payment information, or a payment is not successfully settled for any reason, we will issue an invoice for payment. Unless Your use is limited to Free Tier Use, You shall pay your first Invoice before using the Software in production. Invoices are due within thirty (30) days of the invoice date (the “Invoice Due Date”). All payment obligations are non-cancellable and all amounts paid are non-refundable, except (a) for amounts paid in error that are not actually due under this Agreement, or (b) as set forth in clause 13. You represent and warrant that the billing and contact information, including any payment card information, provided to Native Documents is complete and accurate, and Native Documents shall have no responsibility for any Invoices that are not received or for payment card charges not successfully processed due to inaccurate or missing information provided by You. Native Documents shall be entitled to terminate or suspend Your access to the Software if a payment is not received within thirty (30) days of an Invoice Due Date. 13. Refunds, Cancellations, and Adjustments (Upgrade and Downgrade) If the Term of this Agreement is three (3) months or longer, You are entitled to alter Your Commitments under this Agreement, but only as provided for in the following table, and only during the corresponding time period (as measured from the Commencement Date unless specified otherwise): • Full refund cancellation (cancel with 100% refund): 48 hours • Pro-rata refund cancellation (cancel with pro-rata refund): 14 days • Downgrade subscription (replace existing subscription with less expensive subscription): 30 days • Upgrade subscription (replace existing subscription with more expensive or same priced subscription): Any time • Full refund cancellation in case of auto-renewal: 14 days from date of renewal If you cancel pursuant to this clause, You must immediately stop accessing or using the Software and promptly destroy all Keys in Your possession or control as per clause 16.3. The provisions of Clause 8 onwards shall survive your cancellation. For alterations to Your Commitments made in accordance with this clause, your Proof of Entitlement shall be deemed altered accordingly, and we may provide a replacement Key and/or alter the usage rights and functionality associated with your existing Key as appropriate to give effect to your revised Commitments. 14. Payment Intermediary Notwithstanding anything herein to the contrary, if You make Your payments pursuant to this Agreement to an Approved Source, then the payment terms agreed upon by You and such Approved Source shall govern to the extent anything in clauses 11, 12, or 13 conflicts with such payment terms 15. Overages If at any time Your use of the Software exceeds the number of Usage Metric units You have purchased or Free Tier Usage Limitations (as applicable), then the Software may respond with a “capacity exceeded” or other message, and Your ability to access enjoy or otherwise use it may be limited restricted or wholly unavailable. 16. Termination. 16.1 Termination of Subscription. If your subscription is a monthly payment without further duration commitment, you may notify us that you wish to end your subscription. 16.2 Early Termination for Breach. If You breach any term of this Agreement other than a Payment Obligation, this Agreement will terminate automatically and the License will terminate automatically and permanently. If at any time You fail to make timely payment of any applicable fees due in respect of Software or Key provided or made available or used ("Payment Obligation") then Native Documents may, in addition to any other remedy to which it may be entitled, terminate this Agreement. 16.3 Effect of Termination. At the end of the Term or on earlier termination of this Agreement, You must immediately stop using the Software and promptly destroy all Keys in Your possession or control. 16.4 Survival. The provisions of Clause 8 onwards shall survive termination or expiration of this Agreement. 17. Disclaimer of Warranty. Unless required by applicable law, Native Documents provides the Software on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using the Software and assume any risks associated with your exercise of permissions under this Agreement. 18. LIMITATION OF LIABILITY. IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, UNLESS REQUIRED BY APPLICABLE LAW (SUCH AS INTENTIONAL MISCONDUCT OR GROSSLY NEGLIGENT ACTS), SHALL NATIVE DOCUMENTS, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING AS A RESULT OF THIS AGREEMENT OR OUT OF THE USE OR INABILITY TO USE OR ACCESS THE RELEVANT SOFTWARE (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOST PROFITS OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF NATIVE DOCUMENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU SEEK TO AVOID THIS LIMITATION OF LIABILITY THROUGH A CLAIM OF GROSS NEGLIGENCE OR OTHERWISE AND ARE UNSUCCESSFUL, YOU ARE LIABLE TO US FOR OUR REASONABLE ATTORNEYS’ FEES AND EXPENSES IN DEFENDING THAT CLAIM. 19. Indemnification. To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Native Documents, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from (a) your use of the Software, (b) any application you develop using the Software that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this Agreement. 20. JURISDICTION AND GOVERNING LAW The Software is provided by a U.S. entity and this Agreement is governed by the laws of the State of California, USA, without giving effect to any conflicts of laws principles which require the application of the law of a different jurisdiction. You hereby consent to the exclusive jurisdiction and venue of courts in California, USA and stipulate to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to the use of our Software. You agree that subject to clause 21 (Mediation), all claims you may have against us arising from or relating to the Software must be heard and resolved in a court of competent subject matter jurisdiction located in the State of California. Access, use and/or integration of the Software is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 21. Mediation The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by confidential mediation under the then current CPR Mediation Procedure, before resorting to arbitration or litigation. If, during the mediation, a party ("offering party") makes a written offer of compromise to another party which is not accepted by said party ("refusing party") and the refusing party fails to obtain a more favorable judgment or award, the refusing party shall pay the offering party all costs and expenses, including reasonable attorney's fees, incurred from the time the offer is refused. 22. Complete Agreement; Modifications. 22.1 This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, commitments or representations, oral or written related to the Software and related support, except for any prior written agreement signed by the parties covering the subject matter. The terms and conditions of this Agreement will supersede all pre-printed terms and conditions contained on any purchase order or other business form submitted by either party to the other. This Agreement may not be amended or modified except as provided in clause 22.2 or in writing executed by the duly authorized representatives of both parties. 22.2 Native Documents shall have the right, in its sole discretion, to add to, change or modify ("Modify") the terms of this Agreement at any time, upon notice by email to the email address associated with your Key. • If your use of the Software is Free Tier Use or Evaluation Use, then any use of the Software by you longer than seven (7) days after Native Documents’ notification of any such Modifications shall constitute your acceptance of this Agreement as Modified. • If your use of the Software is paid and not Free Tier Use or Evaluation Use, then you may choose to continue using your existing version of the Software under the then existing Agreement. Any use by You of Updates made available by Native Documents longer than seven (7) days after Native Documents’ notification of any such Modifications shall constitute your acceptance of this Agreement as Modified. To the extent that it is held that applying a Modification to this Agreement is invalid or would render this an illusory or unenforceable contract, such change shall be limited to the extent necessary to be valid or to avoid this Agreement being deemed illusory or unenforceable as the case requires. Native Documents shall have the right, in its sole discretion, to change, delete, discontinue or impose conditions on any services ("Service Change") it provides to You, including, but not limited to technical support options and other product-related policies, by communicating the Service Change by any means Native Documents determines in its discretion to be reasonable, including posting information about the Service Change on a Native Documents web page. 23. General Legal Terms 23.1 EXPORT RESTRICTIONS. THE SOFTWARE MAY BE SUBJECT TO EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SOFTWARE. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE. 23.2 US Government Matters. As defined in FAR section 2.101, the Software and associated documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 23.3 Force Majeure Except for payment obligations, a party is excused for defaults or delays in performing its obligations due to acts of God, acts or demands of any government or governmental agency, fires, earthquakes, floods, accidents, terrorism or other causes beyond its control. 23.4 Third Party Software. The third party software and fonts identified in the "Third Party Sofware" Schedule hereto are provided in the Software and subject to such additional terms as may be present in any accompanying license. Any licensor of Native Documents whose software is embedded in the Software shall be a third party beneficiary with respect to this Agreement, and that licensor shall have the right to enforce this Agreement in its own name as if it were Native Documents. 23.5 Assignment. Native Documents may assign this Agreement in whole or in part. In the event of a merger, acquisition, or sale of the Software by Native Documents or Native Documents’ affiliates, your continued use of the Software signifies your agreement to be bound by this Agreement, privacy policy, and other policies of the subsequent owner. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties’ permitted successors and assignees. 23.6 Severability. If any portion of this Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remainder of this Agreement. 23.7 Notification. Except as otherwise provided elsewhere in this Agreement, any notice under this Agreement shall be given in a writing, • if to Native Documents: o by email to sales@nativedocuments.com referencing this Agreement PROVIDED that this shall only constitute notice if such email is replied to by a Native Documents employee or agent, or o by a written communication in English delivered by nationally recognized overnight delivery service or prepaid mail to Native Documents at the following address: Native Documents, Inc., 615 1st Ave, San Mateo, CA, 94401, USA or such other address as may be notified in writing from time to time, with a copy by email to sales@nativedocuments.com, or • if to You, by email to Your email address or a written communication in English delivered by nationally recognized overnight delivery service or prepaid mail to your last known business address. Notice under this Agreement shall be deemed given: • if delivered by email: when sent, • if delivered otherwise: when received. 23.8 Waiver. The failure of Native Documents to require Your performance of any provision of this Agreement shall not affect Native Documents’ full right to require such performance at any time thereafter; nor shall its waiver of a breach of any provision hereof be taken to be a waiver of the provision itself. "Third Party Sofware" Schedule This schedule identifies third party software and fonts provided with the Software, and for each, sets out the applicable license. libopc[libopc.codeplex.com] Copyright (c) 2011, Florian Reuter All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: * Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. * Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. * Neither the name of Florian Reuter nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. zlib[http://www.zlib.net/] zlib.h -- interface of the 'zlib' general purpose compression library version 1.2.5, April 19th, 2010 Copyright (C) 1995-2010 Jean-loup Gailly and Mark Adler This software is provided 'as-is', without any express or implied warranty. In no event will the authors be held liable for any damages arising from the use of this software. Permission is granted to anyone to use this software for any purpose, including commercial applications, and to alter it and redistribute it freely, subject to the following restrictions: 1. The origin of this software must not be misrepresented; you must not claim that you wrote the original software. If you use this software in a product, an acknowledgment in the product documentation would be appreciated but is not required. 2. Altered source versions must be plainly marked as such, and must not be misrepresented as being the original software. 3. This notice may not be removed or altered from any source distribution. Jean-loup Gailly Mark Adler jloup@gzip.org madler@alumni.caltech.edu libxml2[http://xmlsoft.org/] Except where otherwise noted in the source code (e.g. the files hash.c, list.c and the trio files, which are covered by a similar licence but with different Copyright notices) all the files are: Copyright (C) 1998-2003 Daniel Veillard. All Rights Reserved. Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE DANIEL VEILLARD BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE. Except as contained in this notice, the name of Daniel Veillard shall not be used in advertising or otherwise to promote the sale, use or other dealings in this Software without prior written authorization from him. ICU ICU License - ICU 1.8.1 and later COPYRIGHT AND PERMISSION NOTICE Copyright (c) 1995-2009 International Business Machines Corporation and others All rights reserved. Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, provided that the above copyright notice(s) and this permission notice appear in all copies of the Software and that both the above copyright notice(s) and this permission notice appear in supporting documentation. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. 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