LICENSE AGREEMENT

This License Agreement is between PDFTron Systems Inc. (the “Company”, “PDFTron”, “we”, “us”, and “our”) and the individual End User agreeing to these terms (“you” or “your”).

Updated on June 8, 2021.

Please read the following important terms and conditions of this License Agreement (the “Terms”) regarding use of any of our Xodo applications or other applications that link to these terms (the “App”). These Terms govern your access to and use of the App (including any subsequent updates to the App).

By downloading, installing, accessing or using the App, you represent and warrant that (i) you have read and understand these Terms; (ii) you are of legal age in the jurisdiction where you are normally resident; (iii) you agree to be bound by all of these Terms (the “Agreement”); (iv) you are not ordinarily resident in a country which is subject to a United States embargo or that has been designated by the United States government as a “terrorist supporting” country; and (v) you are not listed on any United States government list of prohibited or restricted parties. If you do not agree to any of the Terms, do not download, install, access, or use the App.

  1. Changes to these Terms. We reserve the right to change these Terms from time to time with or without notice to you in our sole discretion. The most current version of these Terms can be reviewed at www.xodo.com or by clicking on a hypertext link that may be located in the Help/About, Settings or similar menu item associated with the App.

    If you do not agree with any version of these Terms in effect at the time, you will have the right to terminate the agreement constituted by your initial acceptance to be bound by these Terms by ceasing to use and, if applicable, uninstalling the App. Your continued use of the App indicates your agreement to be bound by all of these Terms as amended by us from time to time.

  2. Grant of License. Subject to your continued compliance with these Terms, PDFTron hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the App for personal, non-commercial purposes (the “License”). Upon the expiration or other termination of this Agreement, the License will immediately and automatically cease.

  3. No Integration. You must not copy or integrate the App with any other software or service which enables access to or relies upon the App to read, view, annotate, edit or convert files into or from Portable Document Format.

  4. Ownership of Software. The App is licensed, not sold, to you only for your use under these Terms. PDFTron and its licensors retain all rights, title, and interest relating to or embodied in the App, including all copyrights and related intellectual property rights relating thereto. We may use feedback you provide in connection with your use of the App as part of our business operations. We do not claim any ownership rights to your content.

  5. Ownership of Marks. All graphics, logos, domain names, trademarks and trade names relating to the App (collectively, the “Marks”) are the property of PDFTron and its licensors. PDFTron and its licensors retain all rights, title and interest, including all intellectual property rights, in and to the Marks. You are prohibited from using any of the Marks.

  6. Functions. The App can be used in a variety of ways, as described on our website. PDFTron reserves the right to enhance, modify, or discontinue any aspect of the functionality of the App, in whole or in part, at any time, for any reason, or for no reason at all, at our sole discretion, with or without notice to you.

  7. Restrictions. Use of our App by you, is subject to all applicable local, provincial, federal, and international laws and regulations. Without limitation, PDFTron reserves the right to terminate your License and use of the App if you do not comply with all of these Terms. Specifically, you agree not to attempt to decompile, disassemble, modify, reverse engineer or translate the software used within the App or otherwise attempt to learn the source code of the App. You are not authorized to alter, modify, copy, edit, format, or create derivative works of any technology provided under this Agreement.

  8. As Is, Where Is. Your use of the App is at your own risk. You understand and agree that the App is provided to you on an "AS IS, WHERE IS" and "AS AVAILABLE" basis. Without limiting the foregoing, PDFTRON DISCLAIMS ANY WARRANTIES, CONDITIONS, OR DUTIES EXPRESS, IMPLIED OR STATUTORY, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OF ACCURACY, OF AVAILABILITY OR COMPATIBILITY, OF WORKMANLIKE EFFORT OR OF NON-NEGLIGENT PERFORMANCE. PDFTRON WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR MOBILE DEVICE, COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE APP. WE MAKE NO WARRANTY THAT THE USE OF THE APP WILL MEET YOUR REQUIREMENTS OR BE SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PDFTRON OR THROUGH USE OF THE APP WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

  9. LIMITATION ON LIABILITY. INDEPENDENT OF, SEVERABLE FROM AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT, IN NO EVENT WILL PDFTRON OR ITS SUPPLIERS BE LIABLE TO YOU (INCLUDING LIABILITY TO PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE USE OF THE APP OR THE TERMS, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF ANY DUTY) FOR AN AGGREGATE AMOUNT THAT EXCEEDS THE AMOUNT YOU HAVE PAID FOR THE USE OF THE APP DURING THE PREVIOUS 12 MONTH PERIOD, OR USD $10.00, WHICHEVER IS GREATER.

    IN NO EVENT WILL PDFTRON BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT AND EVEN IF PDFTRON HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

  10. Indemnification. You agree to defend, indemnify and hold PDFTron harmless from any claim, demand or liability, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the App or your violation of this Agreement.

  11. Waiver and Severability. The failure of PDFTron to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

  12. Billing. If you decide to purchase a paid subscription to the App (or any particular features of the App), 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. We may change the price for the paid subscription, 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 App 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.

  13. Entire Agreement. These Terms and our Privacy Policy are the entire agreement between PDFTron and you regarding the use of the App, and these Terms supersede and replace any prior agreements between PDFTron and you regarding the same. Subject to the provisions set forth in Section 1, no amendment to or modification of these Terms will be binding unless in writing, signed by an authorized senior executive of PDFTron, and expressly referring to these Terms.

  14. Exclusion of Convention. The application of the United Nations Convention on Contracts for the International Sale of Goods will not apply to any part of any transaction which may result from these Terms or this Agreement and the same is strictly excluded from these Terms.

  15. Headings and Gender. The headings to, and the division of this Agreement into Sections, Subsections, Paragraphs, and Subparagraphs are for ease of reference only and will not in any way affect or be used in interpreting any of the provisions of this Agreement. Unless the context otherwise requires, a reference to a Section, Subsection, Paragraph, Subparagraph or Schedule by number or letter is a reference to the appropriate Section, Subsection, Paragraph, Subparagraph or Schedule in this Agreement. In these Terms, the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a corporate entity; and the conjunction “or” will be understood in its inclusive sense (and/or).

  16. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws (procedural and substantive) of the Province of British Columbia and Canada as if made and performed by and between parties situate in such province and without regard to any conflict of laws doctrine.

  17. Mediation and Arbitration. Any and all disputes, controversy or claims arising out of or in connection with or in relation to this Agreement or the breach thereof, including any question regarding its existence, validity, performance or termination and any tort or other common law or statutory claim arising out of or relating to, its performance, these Terms, PDFTron’s Privacy Policy, or the App (collectively, the “Dispute”), will be first subject to non-binding mediation in an effort to resolve any such Dispute by participating in a structured negotiation conference with a mediator under the Commercial Mediation Rules of the British Columbia International Commercial Arbitration Centre. The mediation will be held in Vancouver, British Columbia, Canada. All aspects of the mediation will be treated as confidential. The costs of the Mediator will be shared equally between you and us.

  18. Arbitration. If PDFTron and you are unable to resolve a Dispute by the mediation procedures contemplated under Section 17 within 15 days of the appointment of a Mediator, or such longer period of time which PDFTron and you may both agree to, all Disputes will be referred to and finally resolved by arbitration under the Domestic Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre with the losing party paying all costs of arbitration (including reasonable legal fees and expenses). The place of arbitration will be Vancouver, British Columbia. The appointing authority will be the British Columbia International Commercial Arbitration Centre.

  19. Appointment of Mediator and Arbitrator. Any mediator or arbitrator will be appointed, pursuant to Sections 17 and 18, by agreement between the parties or, in default of agreement, such mediator or arbitrator will be appointed by a Judge of the Supreme Court of British Columbia sitting in the Courts of Vancouver, upon the application of either PDFTron or you.

  20. Terms Relevant to App Store. If the App is downloaded from Apple Corporation’s iTunes Application Store (the “App Store”), then you also agree to the following terms: (i) Apple Corporation (“Apple”) will have no liability for the App; (ii) using the App is limited to a non-transferable license for use on any Apple-branded products (including iPhone, iPad, or iPod Touch computing devices) owned or controlled by you in accordance with the App Store’s terms of service; (iii) Apple has no obligation whatsoever to provide you with any technical support, maintenance, or other services for the App; (iv) to the extent permitted by applicable law, Apple has no warranty obligation for the App and PDFTron will be responsible for any claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty set forth in these Terms; (v) Apple will not be liable for any claims relating to the App or your possession or use of the App, including, but not limited to (A) product liability claims, (B) any claim that the App fails to conform to any applicable legal requirement, and (C) claims arising under consumer protection, privacy or similar legislation; (vi) Apple will not be liable for any third party claims that the App infringes a third party’s intellectual property rights and PDFTron will be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim; (vii) you must comply with applicable third party terms of agreement when using this App; and (viii) Apple and its subsidiaries will be third party beneficiaries of these Terms with respect to the App, and that Apple will have the right to enforce this Agreement against you as a third party beneficiary.

If you have any question regarding these Terms, please contact us by email at support@xodo.com or at 1.604.730.8989.

PDFTron Systems Inc. #500 - 838 West Hastings Street Vancouver, B.C., Canada V6C OA6