Terms and Conditions. Governing your use of SelectPdf products.

This Agreement governs your initial purchase as well as any future purchases made by you that reference this Agreement. This Agreement includes our Privacy Policy, End User License Agreement, any Orders and any other referenced policies and attachments.

This Agreement governs (a) SelectPdf's downloadable software products, such as SelectPdf .NET Library (“Software”), and (b) SelectPdf's hosted or cloud-based solutions, such as SelectPdf Online API (“API”). Software and API Services, together with related Documentation, are referred to as “Products”. Section 5 (Software Terms) applies specifically to Software, and Section 6 (Online API Terms) applies specifically to Online API, but unless otherwise specified, other provisions of this Agreement apply to all Products.

“Website” refers to SelectPdf's website SelectPdf.com and any related sub-domains and pages.

“HTML to PDF API” refers to SelectPdf's cloud-based HTML to PDF conversion API.

You may need to register for a SelectPdf account in order to place orders or access or receive any Products. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.

SelectPdf's Product ordering documentation or purchase flow (“Order”) will specify your authorized scope of use for the Products, which may include: (a) number and type of Authorized Users (as defined below), (b) numbers of licenses, copies or instances (for Software), or (c) other restrictions or billable units (as applicable, the “Scope of Use”).

4.1 Authorized Users

Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Product (“Authorized Users”) may access and use the Products. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new Order or, in some cases, directly through the Product. In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorized Users.

Our Software, such as SelectPdf .NET Library, is subject to the additional terms set out in the End User License Agreement.

6.1 Access to Online API

Subject to the terms and conditions of this Agreement, SelectPdf grants you a non-exclusive right to access and use the Online API during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. You acknowledge that our Hosted Services are online, subscription-based products and that we may make changes to the Online API from time to time.

6.2 Subscription Terms and Renewals

Online API services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription. If you cancel, your subscription will terminate at the end of the then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

6.3 Credentials

You must ensure that all Authorized Users keep their user IDs and passwords for the Online API strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify SelectPdf of any unauthorized use of which you become aware.

6.4 Responsibility for Your Data

6.4.1 General

You and your use of Online API (including use by your End Users) must comply at all times with these Terms and all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the Online API and to grant the rights granted to us in these Terms, and (ii) Your Data and its submission and use as you authorize in these Terms will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data. Other than our express obligations under the Terms, we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Online API.

Your Data is yours. This Agreement doesn't give us any rights to Your Data except for the limited rights that enable us to offer the Online API.

6.4.2 Indemnity for Your Data

You will defend, indemnify and hold harmless SelectPdf from and against any loss, cost, liability or damage, including attorneys' fees, for which SelectPdf becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law.

6.4.3 Remarks About Password Removal

You confirm that you are the rightful owner of the file being unlocked or have the explicit permission of the legal owner to do so.

6.4.4 Removals and Suspension

We have no obligation to monitor any content uploaded to the Online API. Nonetheless, if we deem such action necessary based on your violation of these Terms, including Our Policies, or in response to takedown requests that we receive following our guidelines for Reporting Copyright Violations, we may (1) remove Your Data from the Online API or (2) suspend your access to the Online API. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Online API or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any Online API as described in this Section 6.4.4.

6.4.5 No Prohibited Sensitive Personal Information

You will not submit to the Online API (or use the Online API to collect) any Sensitive Personal Information. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Personal Information submitted in violation of the foregoing.

“Sensitive Personal Information” means any (i) special categories of personal data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical or other protected health information regulated by HIPAA; (iii) credit, debit or other payment card data subject to PCI DSS; (iv) other personal information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver's license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.

7.1 Refund Policy

No Refunds. You may cancel your SelectPdf paid account at any time. Refunds are only issued if required by law. For example, users living in the European Union have the right to cancel their paid account subscriptions within 14 days of signing up for, upgrading to, or renewing a paid account.

In the context of Software, a refund means that we will disable the license key that allowed the Software to operate. In the context of the Online API, a refund means that we will disable access to the Hosted Service. See also the Refunds Policy.

7.2 Delivery

We will deliver the applicable license keys (in the case of Software) via your email. We will deliver login instructions (in the case of Online API) to the email addresses specified in your Order when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for installation of any Software, and you acknowledge that SelectPdf has no further delivery obligation with respect to the Software after delivery of the license keys.

7.3 Payment

You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in U.S. dollars at the time you place your Order. Other than as expressly set forth in Section 7.1 (Refund Policy), all amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Products beyond the current License Term or Subscription Term or any Product upgrades or feature enhancements. If you add Authorized Users during your License Term or Subscription Term, we will charge you for the increased number of Authorized Users pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable.

7.4 Taxes

Our prices are listed without taxes on our website. Depending on your location, VAT or other types of taxes may apply. Unless otherwise specified, your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by SelectPdf, you must pay to SelectPdf the amount of such taxes or duties in addition to any fees owed under this Agreement.

7.5 Credit card information

If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

7.6 Chargebacks

SelectPdf has a zero-tolerance policy for chargebacks. Any customer who disputes a credit card payment that is found to be valid will be permanently banned from using the Service.

We offer certain Products to you at no charge, including free services and accounts, trial use, and access to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted for the period designated by us. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 8 (No-Charge Products). To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any warranty, and indemnity obligations.

Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party; (b) use the Products for the benefit of any third party; (c) incorporate any Products into a product or service you provide to a third party; (d) interfere with any license-key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use; (e) reverse-engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law; (f) remove or obscure any proprietary or other notices contained in any Product; or (g) publicly disseminate information regarding the performance of the Products.

You are permitted to use the SelectPdf HTML to PDF API from a product or service you provide to a third party, which must have substantially different functionality than the HTML to PDF API and must not allow any third party to use the HTML to PDF API for software development or application development purposes.

At our request, you agree to provide a signed certification that you are using all Products pursuant to the terms of this Agreement, including the Scope of Use.

Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. SelectPdf and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all No-Charge Products), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for SelectPdf, including without limitation as they may incorporate Feedback (“SelectPdf Technology”).

From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to SelectPdf, including sharing your modifications or in the course of receiving support and maintenance (“Feedback”). SelectPdf may, in connection with any of its products or services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits SelectPdf's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

This Agreement is in effect for as long as you have a valid License Term or Subscription Term (the “Term”), unless sooner terminated as permitted in this Agreement. Selected provisions of this Agreement will survive any termination or expiration of this Agreement, including indemnification obligations, disclaimers, limitations of liability and dispute-resolution provisions.

12.1 Termination by you

You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.

12.2 Termination by us

SelectPdf may terminate our Services and/or this Agreement at any time. If we terminate this Agreement for reasons other than for cause, then we will make reasonable effort to notify you via the email address you provide to us. We may, at any time, terminate your right to use and access the Services or Software if: (a) you breach any provision of this Agreement (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms); (b) you fail to make the timely payment of fees for the Software or the Services, if any; (c) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful); (d) we elect to discontinue the Services or Software, in whole or in part (such as if it becomes impractical for us to continue offering Services in your region due to change of law); (e) we assess that the fraud risk associated with your payment is high (we will not notify you in advance in this case); or (f) we detect abuse or excessively frequent use of the Products (SelectPdf will determine, in its sole discretion, the abuse or excessive use of the Products).

12.3 Survival

Upon expiration or termination of this Agreement, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute-resolution provisions stated in these terms will survive. Upon the expiration or termination of the Services, some or all of the Software may cease to operate without prior notice.

13.1 Due Authority

Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

13.2 Warranty Disclaimer

ALL PRODUCTS ARE PROVIDED “AS IS,” AND SELECTPDF AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. SELECTPDF SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SELECTPDF. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SELECTPDF NOR ANY OF ITS THIRD-PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13.3 Electronic Signature

SelectPdf does not guarantee that the electronic signature provided through its sign tool is legally binding in your country or under the laws of the country governing the legal transaction that is the purpose of the signing process. SelectPdf further disclaims any liability for contracts that are not closed, lost or signed out of time due to the usage of the sign tool. We also do not guarantee that we have saved or delivered a copy of your contract.

NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE US$20. THIS SECTION 14 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY'S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR BREACH OF SECTION 9 (RESTRICTIONS).

The parties agree that the limitations specified in this Section 14 (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

We work hard to ensure our SelectPdf Services are available at all times. However, we cannot give guarantees for availability and the permanent functioning of our SelectPdf Services. You agree SelectPdf will not be responsible for any failure caused by outages or service unavailability.

We do our best to ensure the service runs without errors. Still, we can't guarantee that your files will not be damaged or lost. You acknowledge that SelectPdf will not be responsible for any failures caused by files sent to our Services. You acknowledge that you are also responsible for validating the correctness of files (both input and output) processed with our Services.

This Agreement is governed by and construed in accordance with the laws of Romania, without regard to its conflict-of-law principles, and without prejudice to mandatory consumer-protection rights granted to you by the laws of your country of residence. If you have a complaint, please let us know and we'll respond quickly. Disputes will be submitted to the competent court in Bucharest, Romania. Notwithstanding the foregoing, SelectPdf may bring a claim for equitable relief in any court with proper jurisdiction.

We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending you an email or posting a notice on our Website). If we modify the Agreement during your License Term or Subscription Term, the modified version will be effective upon your next renewal of a License Term or Subscription Term, as applicable. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to No-Charge Products, accepting the updated Agreement is required for you to continue using the No-Charge Products. You may be required to click through the updated Agreement to show your acceptance. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.

Any notice under this Agreement must be given by email.

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent.

The Products are commercial computer software. All other use is prohibited. This Agreement is the entire agreement between you and SelectPdf relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, “including” (and its variants) means “including without limitation” (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party.

17.1 English version

The English version of these terms will be the version used when interpreting or construing these terms.

17.2 Company details

Outside Software SRL is a Romanian company registered with number RO16266620.

Our address: Bd. Dimitrie Cantemir, Nr. 5, Bl. 6, Sc. A, Et. 6, Ap. 24, Sector 4, Bucharest, Romania, Postal code 040232.

Our VAT identification is RO16266620.

Questions or feedback? You can contact us by email at support@selectpdf.com.