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ICEpdf Support Subscription and Licensing Terms and Conditions V3.1

The following shall constitute the entire and exclusive set of TERMS AND CONDITIONS under which ICEpdf Support Subscriptions shall be offered.

These terms and conditions apply to ICEpdf Pro Licenses A, B, C, and D and Maintenance, Standard, Professional, and Premium Support Subscriptions. License grants shall apply to all binary code products made available to the Customer through the purchase of an ICEpdf Pro License. Applicable support shall commence the earlier of the date that the Customer submits a completed ICEpdf Pro Requisition Form, or the date that the Customer begins to access the services offered by the procured support subscriptions (the “Effective Start Date”). Specifics regarding pricing, license plan, support plan, number of support incidents, number of developers, any deployment restrictions, Customer contact information, payment details, etc. shall be as specified in the ICEpdf Pro Requisition Form.

Subject to the conditions and / or restrictions of the procured License or Support Subscription as specified in the ICEpdf Pro Requisition Form, ICEsoft shall provide to the Customer the following:

1. ACCESS TO CERTIFIED RELEASES: ICEsoft shall make available to the Customer via electronic download, the most recent ICEsoft certified version of the software and associated documentation for a period of one year following procurement of an ICEfaces License or Support Subscription. ICEsoft warrants that the certified software shall have successfully passed through ICEsoft’s quality assurance and test procedures and shall perform to the specifications outlined in the accompanying user documentation. ICEsoft shall ensure the Customer shall have access to the prior two dot releases of the certified code.

2. SUPPORT SERVICES: ICEsoft will use reasonable commercial efforts to remedy any programming error (bug) in the production version of the ICEpdf software packages (“Software”) distributed by ICEsoft covered hereunder which is attributable to ICEsoft and prevents the Software from substantially conforming to its specifications as described in the Software’s associated user documentation. Such remedy may consist of corrected portion(s) of Software or communication to Customer of a workaround which gives Customer the ability to achieve substantially the same functionality as would be obtained without the programming error, as determined by ICEsoft. ICEsoft will provide reasonable assistance to Customer to determine if the problem Customer is encountering is attributable to errors in the Software. ICEsoft will answer questions concerning installation of Software in the form originally delivered by ICEsoft. ICEsoft will provide reasonable assistance to Customer for resolving problems that occur during normal usage of the Software. Unless Customer is entitled to custom builds and patches, bug fixes will be released in subsequent ICEpdf product releases.

3. INCIDENTS AND INCIDENT RESPONSE TIME: Incident priorities will be assigned as follows: B1: Fatal: Preventing use of a Customer Program. B2: Severe: Errors that disable major functions from being performed. B3: Standard: Errors disabling only non-essential functions. B4: Minimal impact: Includes minor inconvenience and all other.

ICEsoft will use commercially reasonable efforts to provide a response to any customer reported incident as outlined in ICEpdf Support Options.

B1: Fatal: Preventing use of a Customer Program.
B2: Severe: Errors that disable major functions from being performed.
B3: Standard: Errors disabling only non-essential functions.
B4: Minimal impact: Includes minor inconvenience and all other.

ICEsoft will use commercially reasonable efforts to provide a response to any customer reported incident as outlined in ICEpdf Support Options.

Response Times
B1
B2
B3
B4
Standard Support
1 Day
2 Days
7 Days
15 Days
Professional Support
8 Hours
1 Day
5 Days
10 Days
Premium Support
4 Hours
1 Day
5 Days
10 Days

4. CUSTOMER RESPONSIBILITIES: Customer will recreate the problem on Customer's test system. Error notices must contain sufficient information, on computer-readable media for ICEsoft to reproduce the error. Customer agrees to incorporate updates as soon as practicable and acknowledges that failure to incorporate such updates may make subsequent updates unusable. However, ICEsoft agrees that best efforts will be used to ensure that new updates will be compatible with all previous updates within a given version. Customer must designate a named contact person and an alternate per installation who will submit problem reports and receive all corrections, upgrades, correspondence and other communications concerning the Software. Customer will notify ICEsoft, in writing, of any change in the contact person or the alternate. Customer acknowledges and understands that no software is perfect or error free and that despite ICEsoft’s commercially reasonable efforts ICEsoft may be unable to provide answers or resolve the Customers request for support services.

5. SUPPORT LIMITATIONS: ICEsoft shall have no obligation to support Software that has not been maintained to the Current Release. From time to time Customer may require product modifications and support on Software releases pre-dating the Current Release. ICEsoft will provide support for severity B1 and severity B2 issues only within the Software. Such support shall be provided on a best efforts basis. ICEsoft cannot guarantee compliance with response times set forth in these terms and conditions when providing Support on older releases. ICEsoft shall have no obligation for the correction of errors that cannot be remedied due either to the operational characteristics of the computer equipment on which the Customer uses the Software or to any modifications to the Software made by Customer.

6. DEVELOPMENT LICENSE GRANT: In conjunction with the purchase an ICEpdf Pro License, the Customer shall be provided with access to software products made available by ICEsoft in binary format (“ICEpdf Pro”). Subject to the Customer’s payment of applicable fees, ICEsoft hereby grants to the Customer a restricted, non-transferable, non-exclusive, perpetual, internal-use development license: (i) to use, modify, integrate, and co-bundle ICEpdf Pro in binary format only, solely in conjunction with the development of applications by the Customer; and (ii) to reproduce ICEpdf Pro in binary format for archive purposes, consistent with the Customer’s standard archive purposes.

7. DEPLOYMENT LICENSE GRANT: In conjunction with the purchase an ICEpdf Pro License, the Customer shall be provided with access to software products made available by ICEsoft in binary format (“ICEpdf Pro”). Subject to the Customer’s payment of applicable fees associated with a particular License, ICEsoft hereby grants to the Customer a non-transferable, non-exclusive, perpetual, royalty free license: (i) to reproduce the number of copies of ICEpdf Pro as indicated by the number of clients and/or servers licensed in the ICEpdf Pro Requisition Form submitted by the Customer, solely in binary format; and (ii) to distribute such copies to Third Party Users worldwide, through multiple tiers of distribution, solely as inseparable embedded content within the Customer’s application.

8. SOFTWARE RESTRICTIONS: Except as expressly permitted by these Terms and Conditions, Customer may not: (i) translate, reverse engineer, de-compile, disassemble or attempt to derive the Source Code of the ICEpdf Pro software provided to the Customer in Binary Code format; (ii) sublicense, rent, lease loan, timeshare, sell, distribute, disclose, publish, assign, or transfer any rights in or grant a security interest in the ICEpdf Pro software. The Customer may not distribute copies of ICEpdf Pro or deploy software onto a number of servers in excess of those numbers authorized in the ICEpdf Pro Requisition Form.

9. LIMITED WARRANTY: In the event the Customer has procured an ICEpdf Pro License, then from the Effective Start Date of the Subscription and for a period extending until thirty (30) days thereafter, ICEsoft represents and warrants that the Software shall perform in accordance with the product documentation supplied to the Customer. If the Software fails to perform as warranted, the Customer may return the Software for replacement or repair. If ICEsoft is unable to repair or replace the Software after using commercially reasonable efforts to effectuate such repair, ICEsoft shall at the Customers request, refund to the Customer any fees paid by the Customer in association with the Subscription and the Subscription shall be immediately cancelled. The warranty shall not apply to: (i) any Software or portion thereof that was not used in accordance with the Documentation provided to the Customer; (ii) any Software or portion thereof that shall have been altered, modified or converted from the certified software release provided to the Customer; (iii) any defect in the Software or portion thereof due solely to the Customers equipment malfunctioning. No oral information or advice given by ICEsoft, its dealers, agents, distributors or employees shall in any way increase the scope of this warranty.

10. INDEMNIFICATION: In the event the Customer has subscribed to a Premium level Support Subscription, ICEsoft will defend at its expense any suit brought against the Customer and will pay all damages finally awarded in such suit and expenses incurred by the Customer (including reasonable legal costs) insofar as the suit is based on a claim that the Software, as provided to the Customer, infringes upon a previously issued patent or copyright, provided that ICEsoft is notified promptly of such claim and is given full and complete authority (including settlement authority), information and assistance by the Customer for such defense. In the event that the Software is held in any such suit to infringe upon a third parties intellectual property rights, or if in the opinion of ICEsoft the Software is likely to become subject of such claim, ICEsoft at its own election and expense will either (i) procure for the Customer the right to continue using the Software; (ii) modify or replace the Software so that it becomes non-infringing while giving substantially the same performance. In the event that (i) or (ii) are not in ICEsoft’s sole determination, obtainable using reasonable commercial efforts, then ICEsoft may terminate the Support Subscription and refund the amount the Customer paid to ICEsoft under the Support Subscription. The indemnification obligation shall not apply to infringement actions or claims to the extent that such actions or claims are based on or result from: (i) modifications made to the Software by a party other than ICEsoft (ii) the combination of the Software with items not supplied by ICEsoft; and (iii) Customers failure to use the most recent certified version of the Software provided by ICEsoft to the Customer. THIS SECTION STATES THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND ICESOFT’S ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.

11. LIMITATION OF LIABILITY: ICESOFT AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR THE LIKE). IN NO EVENT WILL ICESOFT’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE PURCHASE OF AN ICEPDF SUPPORT SUBSCRIPTION EXCEED THE AMOUNTS PAID TO ICESOFT BY THE CUSTOMER.

12. TERM AND TERMINATION: Support services provided pursuant to a purchased Support Subscription shall commence upon Effective Start Date of the Subscription and shall continue for a period of (1) year. After the initial term, Support and Maintenance services may be renewed for additional one (1) year terms upon payment by Customer of the then-current annual support fee. The Customer shall be advised no later than 30 days prior to the expiration of the then current Support Subscription regarding the termination date and provided with instructions regarding renewals should they wish to extend the Support Subscription. The Customer shall have the right to terminate the Support Subscription in the event that ICEsoft commits a material breach of this these terms and conditions and fails to remedy that Breach within thirty (30) days of receipt of written notice of the breach. In such an event, ICEsoft shall refund to the Customer on a pro-rata basis for the unused / terminated portion of the Support Subscription. ICEsoft may terminate the Support Subscription in the event the Customer fails to pay an invoice when due.

13. PAYMENT TERMS: Payment due net 30 days from the Effective Start Date of the Subscription. All fees are in USD. All prices and rates quoted by ICEsoft are exclusive of all taxes. Customer shall be responsible for the payment of all taxes associated with the transaction.

14. TRANSFER: Except in the case of merger or change of control, support services provided by ICEsoft may not be transferred, assigned, or distributed without prior written consent of ICEsoft.

15. CONFIDENTIALITY AND NAME USAGE: ICEsoft shall maintain the confidentiality of any proprietary information received from the Customer including any non-public technical or business information for a period of two (2) years after the termination of the Subscription. ICEsoft shall be allowed to disclose to the general public that the Customer is a customer of ICEsoft. The above shall constitute the entire and exclusive set of terms and conditions with respect to the purchase of support services by the Customer from ICEsoft.