1. Introduction

1.1 These General Terms and Conditions (hereinafter the “GTC”) govern the use of all software products and components thereof (hereinafter the “Software”) provided by PDF Tools AG, a Swiss corporation registered at Brown-Boveri-Strasse 5, 8050 Zürich, Switzerland (hereinafter “Licensor”), by any party that wishes to make contractual use of the Software (hereinafter “Licensee”; Licensor and Licensee are also referred to each as a “Party” and together as the “Parties”).

1.2 The GTC apply in addition to any further contractual agreements between Licensor and Licensee setting forth specific rules for the use of individual types of Software provided by Licensor to Licensee (the “License Agreement(s)”; the GTC, the License Agreement and the Privacy Policy available at https://www.pdf-tools.com/privacy-policy/ together are referred to as the “Agreement”) and the Licensee accepts all of them. In the event of a conflict between the License Agreement and the GTC, the provisions of the License Agreement shall prevail to the extent necessary to resolve the conflict. In the event of a conflict between the License Agreement/GTC and the Order Form, the provisions of the Order Form shall prevail.  In this case, references to the GTC shall be considered as references to the prevailing provisions of the License Agreement.

1.3 Upon conclusion of the License Agreement, Licensee acknowledges and agrees to the application of the GTC. Should Licensee not agree with the provisions set forth in the GTC, Licensee is not entitled to use any Software from Licensor.

2. Definitions

For the purpose of the Agreement, in addition to the terms defined above, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Basic Support Services”

shall have the meaning as defined in clause 3.

“Consecutive Term”

shall have the meaning as defined in clause 13.1.2.

“Due Date”

shall have the meaning as defined in clause  8.1.

“Effective Date”

shall have the meaning as defined in clause 13.1.

“Force Majeure Event”

shall have the meaning as defined in clause 14.7.

“Initial Term”

shall have the meaning as defined in clause 13.1.2.

“License”

shall have the meaning as defined in clause 3.

“License Fees”

shall have the meaning as defined in clause 5.1.

“License Key”
shall mean a unique code provided by Licensor to Licensee that activates the Software for use.

“Open Source Software”

shall have the meaning as defined in clause  4.1.3.

“Order Form”
shall mean a document produced by Licensor for Licensee specifying the price of Software and other commercial conditions. 

“Software Updates”

shall have the meaning as defined in clause 7.2.

“Services Start Date”
shall have the meaning as defined in clause 13.1.

“Supported Environment”
shall mean the minimum technical requirements to be provided by the Licensee that are necessary for the Software to run as specified in clause 15.

“Term”
shall have the meaning as defined in clause 13.1.2.

3. Scope of Services

Subject to the terms and conditions of the respective License Agreement, Licensor shall grant to Licensee the right to use the Software within a pre-defined scope (“License”) and (if applicable) provide services to support and maintain the Software (“Basic Support Services”). 

4. Grant of License

4.1 Scope of License

4.1.1 The permitted use of the Software by Licensee is limited to the scope and the duration of the License specified in the License Agreement. Unless specifically otherwise agreed in the License Agreement, the License shall cover the Software which may be limited to specific operating system platforms. Such a limitation will be specified in the License Agreement. Licensee is responsible for providing the system environment necessary to use the Software.

4.1.2 The License granted to Licensee may contain certain open source components that are subject to open source licenses (“Open Source Software”), in which case the embedded Open Source Software is owned by a third party. The Open Source Software is not subject to the terms and conditions of the License Agreement or the GTC. Instead, each component of Open Source Software is licensed under its applicable license terms, a list of which will be provided to you via a link with our Software and/or upon your request. You agree to comply with the applicable Open Source Software license terms and fully indemnify us for any losses and claims made against us that might arise from your non-compliance with the applicable Open Source Software license terms.

4.1.3 Unless specified otherwise in the License Agreement, the purchased License can be activated via a License Key received from Licensor either on the Licensor’s customer portal or by e-mail permitting the use of the Software within the scope of the respective License only upon the full payment of applicable License Fees. 

4.4.4 Nothing in the Agreement shall prevent Licensor from retiring and replacing Software or components thereof with suitable successor products. Licensor will take commercially reasonable steps to notify Licensee two (2) years in advance about any retirement or replacement affecting Licensee’s use of the Software. Upon replacement, Licensee shall be entitled to use the replacing Software within the same scope as Licensee was entitled to use the replaced Software under the License granted.

4.2 Restrictions

4.2.1 Licensor reserves all rights and titles in and to the Software that are not expressly granted herein. Nothing in the Agreement shall be construed as an assignment of any ownership or intellectual property rights in the Software to Licensee.

4.2.2 Licensee shall not, in particular, (i) use the Software in a way that contradicts or circumvents the permitted use as per the scope of the License granted; (ii) permit direct or indirect access to or use of the Software to third parties in a way that contradicts or circumvents the permitted use as per the scope of the License granted; (iii) access the Software in order to build a competitive product to the Software; or (iv) decompile, disassemble, reverse engineer or otherwise attempt to discern the source code of the Software to modify, translate or sublicense the Software or any portion thereof (to the extent such restriction is permitted by law).

4.2.3 Licensee is responsible for compliance with the restrictions set forth in this clause, regardless of whether the Software is used by Licensee itself or any third party engaged or instructed by Licensee to use the Software.

5. License Fees

5.1 License Fees

5.1.1 Licensee is obligated to pay to Licensor the ongoing fees for the License granted as set forth in the License Agreement (“License Fees”). The grant of the License under the GTC or the License Agreement is subject to the condition of full payment of the License Fees. 

5.1.2 Unless specified otherwise in the License Agreement or/and in the Order Form, Licensor will invoice the License Fees to Licensee on an annual basis. The License Fee can be increased by up to eight percent (8%) on each anniversary of the Due Date, unless otherwise agreed in the Order Form.

5.1.3 The License Fees do not include any taxes (e.g. value-added tax (VAT)), custom duties or other charges imposed directly or indirectly by governmental authorities of any jurisdiction. Such taxes, custom duties or other charges, if any, will be separately identified in Licensor’s invoice and shall be paid by Licensee to Licensor in addition to the License Fee.

5.1.4 Licensor reserves the right to amend the License Fees from time to time. Licensor will notify Licensee at least thirty (30) calendar days in advance of any additional increases in the License Fees (other than the automatic increases referred to in clause 5.1.2). 

6. Audit

6.1 Once a year and upon at least fifteen (15) calendar days prior notice, Licensor shall be entitled to audit Licensee’s compliance with clause 4 (Grant of License) of the GTC. Such audits may be conducted by Licensor itself or by an independent auditor who is subject to professional secrecy or otherwise bound to confidentiality. Licensee shall grant Licensor or Licensor’s independent auditor access to all records, databases, systems and documents necessary to evaluate Licensee’s actual use of the Software in order to determine the corresponding payable License Fees. 

6.2 If the audit reveals that Licensee’s actual use of the Software exceeds the scope of License granted to Licensee, Licensee is obligated to immediately pay the outstanding License Fee for the past excess use to Licensor immediately upon receiving the corresponding invoice issued by Licensor and adjust the License for the future accordingly. 

6.3 Licensor’s costs resulting from the audits shall be borne by Licensor, unless the audit reveals that Licensee’s use of the Software exceeds the scope of the License granted to Licensee, in which case Licensee shall bear the costs of the audit. 

7. Support and Services Policy

If foreseen in the License Agreement and requested by Licensee, Licensee is entitled to receive Basic Support Services. Basic Support Services include Software Updates, but are separate to additional services such as technical or business support that might be offered separately.

Additional technical support might be provided to Licensee as detailed in the technical support appendix appended to license agreements which are in scope of the technical support programme. Licensee shall reach out to Licensor should this additional technical support be required.

7.1 Support Services Period
7.1.1 Licensee may request Basic Support Services upon delivery of the Software or at any time thereafter for the term of the License Agreement (if applicable).

7.1.2 Licensor reserves the right to withhold Basic Support Services for any period of time in which Licensee does not fulfill its obligations pursuant to the Agreement, in particular, if (i) Licensee does not pay the License Fees or any fees due for the provision of additional services as invoiced by Licensor, or (ii) if the Basic Support Services were not in scope of the License Agreement.

7.2 Software Updates

7.2.1 If Licensee requests and is entitled to receive Basic Support Services, Licensee shall receive new versions, releases, patches and updates of the Software used by Licensee (“Software Updates”) as soon as such Software Updates are made available to the public by Licensor.

7.2.2 Any software release which is defined or promoted by Licensor as a new software product shall not be considered a Software Updates which Licensee would be entitled to receive as part of the Support Services. 

7.3 Data Protection and Use of Data 

7.3.1 Licensee accepts that if they request Support Services, their personal data will be processed and stored additionally for the purposes of delivering Support Services. 

7.3.2 Each party shall comply with applicable data protection laws such as the Swiss New Federal Act on Data Protection (the nFADP) and the General Data Protection Regulation of the European Union (the GDPR) as well as Licensor’s privacy policy available at https://www.pdf-tools.com/privacy-policy/. 

7.3.3 Licensor collects aggregated usage data and Licensee consents to it. This usage data is limited to: (i) the number and type of documents processed, (ii) functions used, (iii) the version of Licensor’s products used, and (vi) the types of errors that occurred during document processing. Licensor does not track the content of the Licensee’s documents. Licensee may opt-out of this aggregated data collection by issuing such a request to the Licensor in writing. A reference to “in writing” or “written” in the Agreement excludes faxes, but not email.

8. Payments

8.1 Licensee shall pay any invoices issued by Licensor without deduction within thirty (30) calendar days from the date of the invoice (“Due Date”). On expiry of the Due Date, Licensee will be in default without further notice. If Licensee is in default of payment, the outstanding amount shall bear interest at an annual rate of ten percent (10%) from the Due Date until paid in full unless otherwise agreed in Order Form and/or an applicable invoice. The foregoing shall not affect any further rights for Licensor. 

8.2 Where Licensee seeks to dispute any invoice, Licensee shall notify Licensor within ten (10) calendar days upon receipt of the invoice in writing. Licensor agrees to provide all such evidence as may be reasonably necessary to verify the disputed invoice, and the Parties shall negotiate in good faith to attempt to resolve the dispute promptly. Where Licensee does not notify Licensor within ten (10) calendar days upon receipt, the invoice shall be deemed accepted by Licensee. 

8.3 Depending on the currency specified in the License Agreement, all payments shall be made to one of the following bank accounts:

Beneficiary:
PDF Tools AG

Brown-Boveri-Strasse 5

8050 Zürich

Bank:
ZKB Zürcher Kantonalbank

Account Number:
SWIFT/BIC: ZKBKCHZZ80A 

CHF Account:
CH08 0070 0110 0018 9138 5

EURO Account:
CH19 0070 0130 0071 8758 0

USD Account:
CH07 0070 0130 0071 8760 2

Address:
CH-8010, Zurich, Switzerland

9. Confidentiality

9.1 Licensee shall keep in confidence and not disclose to any third party, without the prior written permission of Licensor, any Confidential Information made known to Licensee during the collaboration of the Parties under the Agreement. As used herein, the term “Confidential Information” means any information relating to the Software (whether current or projected), in particular (without limitation) the License Keys, the specific design and structure of individual programs, the software libraries, product titles, tools and techniques, algorithms, business plans, drawings, schematics, development aid, first-party aid and other documentation relating thereto and other confidential and proprietary business information of Licensor such as information concerning the business, assets, affairs, customers, clients or suppliers of Licensor or of any member of the group of companies to which the Licensor belongs, which is expressly labelled or identified to Licensee in writing as “confidential” or which, under the circumstances of such disclosure, Licensee knows, or reasonably should know, are treated by Licensor as confidential. This confidentiality obligation shall not apply to any information that is (i) in the public domain through no wrongful act of Licensee; (ii) rightfully received by Licensee from a third party who is not bound by a restriction of nondisclosure; (iii) already in Licensee’s possession without restriction as to disclosure; or (iv) required to be disclosed by operation of law or by order of a court or administrative body of competent jurisdiction.

9.2 Licensee shall not disclose Confidential Information to any person whatsoever, with the exception that legal representatives, directors, officers, employees, agents or consultants, who have a need to know the Confidential Information for the purpose of using the Software in accordance with the Agreement may receive such Confidential Information, provided that (i) they are aware of Licensee’s confidentiality obligations under the Agreement; and (ii) are legally bound by confidentiality at least as restrictive as those set forth herein. Licensee is obligated to protect the confidentiality of the Confidential Information at least to the extent as Licensee ensures the protection of their own confidential material, but in no event shall Licensee use less than reasonable care to prevent unauthorized disclosure with respect to such Confidential Information.

9.3 Licensee agrees and acknowledges that all Confidential Information disclosed to Licensee shall be and remain the sole property of Licensor. Unless expressly stated, nothing contained in the Agreement shall be construed as granting to Licensee any right, title or interest of any kind, by license or otherwise, to the Confidential Information disclosed by Licensor. Licensee further acknowledges and agrees that nothing contained herein shall be construed as granting Licensee any right to develop, manufacture, produce and/or distribute any product(s) similar to the Software derived from or otherwise using any of the Confidential Information disclosed by Licensor, or authorize or in any way assist, encourage, support, permit or enable attempts by third parties to do so.

9.4 Licensee shall be liable to Licensor for all damages, including all legal costs and court charges, incurred by Licensor as a direct or indirect result of the disclosure of Confidential Information in violation of this clause. Furthermore, Licensee acknowledges and confirms that any violation or threatened violation of the confidentiality obligations set out in this clause may cause irreparable harm to Licensor. In the event of such actual or threatened violation, Licensor shall, without prejudice to other rights and remedies it may have, be entitled to seek an injunction restraining Licensee from disclosing or using, in whole or in part, any Confidential Information or any threatened breach of the confidentiality obligations or the continuation of any such breach, without the necessity of proving actual damage.

5 Licensor shall be allowed to reference Licensee as Licensor’s customer in publicly available marketing materials, including Licensor’s website and press releases.

10. Warranty and Limitation of Liability

10.1 Warranty

10.1.1 The Parties represent and warrant that they have the full capacity and authority and all necessary consents to enter into and to perform the Agreement and that the Agreement is executed by their duly authorized representative and represent a binding commitment.

10.1.2 Licensor represents and warrants during the applicable term that (i) the Software will perform substantially as described in the License Agreement and/or its corresponding documentation; and (ii) any Support Service provided under the Agreement will be performed with reasonable skill and care and in a professional manner consistent with normal industry practices. Non-substantial variations of the Software from the description in the License Agreement and/or its documentation shall not be considered a breach of the warranty. Licensor does not warrant that the performance of the Software will be uninterrupted or error-free. Any warranty under or in connection with the Agreement is void if the Licensee uses, or permits the use, the Software contrary to Licensor’s instructions, or in breach of the Agreement or applicable law. If Licensee agrees to be provided with any pre-release version of the Software, such pre-release version is provided “AS IS” and without any warranty.

10.1.3 If the Software does not perform as warranted in clause 10.1 (2), Licensee’s sole and exclusive right and remedy shall be to demand repair and replacement of the non-conforming Software, provided that Licensee reports the non-conforming Software in writing to Licensor within seven (7) calendar days from discovering the non-conformity by the Licensee. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN CLAUSE 10.1 (2) AND THE REMEDIES SET FORTH IN CLAUSE 10.1 (3), LICENSOR MAKES NO, AND HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL OTHER, (i) REPRESENTATIONS AND WARRANTIES, EXPLICIT OR IMPLIED, ORAL OR WRITTEN, ARISING OUT OF A COURSE OF DEALING, COURSE OR PERFORMANCE, USAGE OR TRADE PRACTICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND (ii) REMEDIES.

10.1.4 In no event shall Licensor be obliged to remedy a defect and/or be liable in any form if the defect has not been reported in accordance with clause 10.1 (3).

10.2 Limitation of Liability

10.2.1 Subject to clause 10.2 (3), any and all liability of Licensor for direct or indirect damage arising out of or in connection with the Agreement is excluded as far as permitted under applicable law. In no event shall the maximum aggregate liability of Licensor arising out of or related to the Agreement (whether in contract or tort or under any other theory of liability) exceed the total amount of License Fees paid by Licensee in the 12 months preceding the first incident out of which the liability arose.

10.2.2 Licensor shall further not be liable for any loss of use, interruption of operations, loss of profits, loss of data or ancillary, loss of anticipated savings, or any indirect, special, incidental, or consequential damage.

10.2.3 The exclusions and limitation of liability set out in clause 10.2 (1) and (2) do not apply to: (i) liability arising from death or injury to persons, wilful intent or gross negligence, or (ii) any other liability which cannot be excluded or limited by applicable law.

10.2.4 Licensor excludes any and all liability arising from Licensee’s installation/usage of the Software in a non-Supported Environment specified in clause 15. 

11. Indemnification

11.1 Licensor shall defend Licensee against any and all legal claims arising from the direct infringement of copyrights or other intellectual property rights held by third parties against Licensee due to the use of the unmodified Software, provided that Licensee (i) promptly notifies Licensor of the alleged claim, (ii) permits Licensor to have sole control of defense and settlement of any such claim at Licensor’s request, (iii) provides Licensor, at Licensor’s request, with reasonable assistance and all available information relevant to the claim, (iv) the use was in accordance with the terms of the Agreement; and (v) the Licensee does not make any admission or otherwise attempt to compromise or settle the claim.

11.2 In the event of any justified infringement claims, Licensor will, at its sole discretion, (i) undertake commercially reasonable measures to uphold Licensee’s right to continue using the Software; (ii) replace or modify the Software with a non-infringing alternative having substantially equivalent performance within a reasonable period of time; or (iii) terminate the Agreement as to the infringing Software and provide a pro rata refund of any prepaid, unused License Fees for such infringing Software, provided that it is technically feasible to differentiate between the infringing and non-infringing Software and that Licensee has not used the Licensor’s other product-related services and support.

11.3 The indemnification obligation set forth in clause 11 (1) and (2) shall not apply, and Licensor shall in no event be liable, if the alleged infringement is due to (i) a modification of the Software by anyone other than the Licensor or/and an unauthorised use of the Software; (ii) Licensee’s marketing, advertising, distribution or use of the Software in a manner contrary to the instructions of Licensor and contrary to the terms of the Agreement; (iii) Licensee’s marketing, advertising, distribution or use of the Software after notice of the alleged or actual infringement from Licensor; (iv) Licensee’s negligent or grossly negligent acts or omissions; (v) Licensee’s bad faith failure to comply with the Agreement.

11.4 Licensee shall defend and indemnify Licensor against any and all legal claims brought against Licensor by a third party alleging that Licensee’s modifications to the Software or use of the Software in connection with third party software infringes the copyrights or other intellectual property rights of a third party, provided that the claim would not apply to the unmodified Software. Licensee shall also indemnify and hold harmless the Licensor from and against any claims that are brought against the Licensor as a result of the Licensee’s and/or any third party engaged or instructed by the Licensee’s use of the Software.

11.5 Licensor respects the intellectual property rights of other parties and Licensee shall do so as well. Licensee shall indemnify Licensor for any and all Licensor’s losses related to legal claims arising from Licensee’s infringement of intellectual property rights. 

12. Intellectual Property Rights

12.1 Licensor expressly reserves all rights in and to the Software, the documentation, any other Licensor's materials provided to Licensee and any modifications thereto and derivations thereof, including, but not limited to, all title, ownership, intellectual property rights and all other rights and interests.

12.2 Licensee hereby expressly recognizes Licensor’s exclusive ownership of the Software and the documentation, and undertakes to use the Software, the documentation strictly in accordance with the terms and conditions of the Agreement. Licensee expressly acknowledges that, except for the limited License expressly granted under the Agreement, the Agreement does not transfer or vest any title, right or interest in or to the Software or the documentation.

12.3 If the Software or any portion thereof is modified, merged, incorporated or combined into any software, hardware, or other data, or is converted or translated into another data format, the Software shall continue to be subject to the terms and conditions of the Agreement, and Licensor shall retain ownership of the Software or any portion thereof.

12.4 For the avoidance of doubt, Licensee shall not distribute the Software or enter into any escrow agreements for the use of the Software with any third parties as a perpetual license to the Software is not offered by Licensor to Licensee. 

13. Term and Termination

13.1 Term

13.1.1 The Agreement comes into force upon signature of Order Form by Licensee and the effective date shall be the date of the last signature executing the Agreement (“Effective Date”). The services commencement date shall be the date when a License Key is provided by Licensor to Licensee either on the Licensor’s customer portal or by e-mail (“Services Start Date”), whichever is earlier. 

13.1.2 The Agreement is valid for the initial period set forth in License Agreement and/or Order Form (“Initial Term”) and shall be automatically renewed for consecutive periods of one (1) year each (each a “Consecutive Term”; the Initial Term and all Consecutive Terms together the “Term”), unless earlier terminated by either Party by giving written notice to the other Party at least three (3) months prior to the end of the Initial Term or any Consecutive Term, as the case may be. 

13.2 Regular Termination

Either Party may terminate the Agreement with a thirty (30) calendar days written notice to be served to the other Party before the first day of the Consecutive Term and such termination shall take effect upon the expiry of the Initial Term. 

13.3 Termination for Cause

Either Party may terminate the Agreement prematurely by giving written notice to the other Party in the event that (i) such other Party materially breaches the obligations under the Agreement and does not reasonably cure such breach within thirty (30) calendar days after receipt of the written notice including a non-payment of the License Fees, or (ii) immediately in the event such other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

13.4 Effects of Termination

13.4.1 Upon termination of the Agreement, the License and any other rights granted to Licensee under the Agreement will terminate and Licensee shall (i) immediately cease using the Software; (ii) return to Licensor, or otherwise dispose of as Licensor may instruct, the Software including all samples, materials, specifications and other documents provided to Licensee relating to the Software or Licensor’s business which Licensee may have in its possession or under its control. 

13.4.2 The provisions of the Agreement that by their intent or content must remain in force after termination in order to achieve the intended purpose, in particular clauses 9 (Confidentiality), 10.2 (Limitation of Liability), 11 (Indemnification), 12 (Intellectual Property Rights), 13.3 (Effects of Termination) and 14 (Miscellaneous) of the GTC, shall survive the termination of the Agreement. The termination shall not affect the Parties’ rights under the Agreement that accrued prior to termination.

14. Miscellaneous

14.1 Severability Clause
Should one or several provisions of the Agreement be or become invalid, the validity of the rest of the Agreement shall not be affected, and the Parties shall replace the invalid provision(s) with valid ones that in their economic effect come so close to the invalid provision(s) that it can be reasonably assumed that the Parties would have contracted on the basis of the new provision(s). If such provision(s) cannot be found, the invalidity of one or several provisions of the Agreement shall not affect the validity of the Agreement as a whole, unless the invalid provision(s) is of such essential importance for the Agreement that it is reasonably assumed that the Parties would not have entered the Agreement without the invalid provision(s).

14.2 Assignment

Licensee may not assign or otherwise transfer any rights or obligations under this Agreement to any third party without Licensor’s prior written consent which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect.

14.3 Entire Agreement; Appendices

14.3.1 The Agreement including any appendices replace all previous verbal or written agreements, understandings and arrangements regarding the subject-matter of the Parties’ collaboration and shall constitute the entire agreement between the Parties. 

14.3.2 The Parties acknowledge that all appendices to the License Agreement or the GTC form an integral part of the Agreement.

14.4 Amendments
Amendments of any provisions of the Agreement are only valid if they are in written form and signed by both Parties (electronic signature would suffice). This shall also apply to amendments of this written form requirement. Any provision contained in the Agreement may only be waived by a document signed by the Party waiving such provision.

14.5 Independent Contractors; Third Party Rights

14.5.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make a Party the employer, employee, agent or representative of the other Party, or authorize any Party to enter into any obligations with third parties for or on behalf of the other Party, except as expressly provided in the Agreement.

14.5.2 Each Party confirms that it is acting on its own behalf only and not for the benefit of any other person. No person who is not a Party to the Agreement shall have any right under the Agreement. 

14.6 Disputes Procedure

14.6.1 Exclusive Dispute Resolution Mechanism. The Licensee shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a "Dispute"), under the provisions of this clause 14.6 (Disputes Procedure). The procedures set forth in this clause 14.6 shall be the exclusive mechanism for resolving any Dispute that may arise from time to time and should serve as an express condition precedent to litigation of the Dispute.

14.6.2 Negotiations. Licensee shall send a written notice to the Licensor of any Dispute ("Dispute Notice") by email to pdfsales@pdf-tools.com or by recorded delivery post to Licensor’s registered address. The parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiations between Licensee and Licensor’s sales representatives during at least 2 (two) negotiation sessions attended by representatives of both parties either remotely or in person. 

14.6.3 Escalation. If the Dispute is not resolved within fourteen (14) calendar days from the date the Dispute Notice was delivered to the sales representatives of Licensor, Licensee shall escalate the dispute to the Licensor’s management by email to complaints@pdf-tools.com or by post to Licensor’s registered address. The parties shall attempt in good faith to resolve the Dispute set forth in the Dispute Notice by direct negotiations with Licensor’s management. If the Licensor’s management cannot resolve the Dispute during the time period ending fourteen (14) calendar days after the date of the escalation to the management was delivered to the Licensor either party may initiate mediation under clause 14.6.4. At Licensor’s discretion and written confirmation, the Disputes Procedure can be shortened. 

14.6.4 Mediation. The parties may, at any time after the completed escalation process set out in clauses 14.6.2 and 14.6.3, submit the Dispute to any mutually agreed mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with one another in selecting a mediation service, and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties and shall be pre-agreed before they are incurred.

The parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

14.6.5 Litigation as a Final Resort. If the parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator, within 28 calendar days after the escalation to the mediation stage set out in clause 14.6.4, either party may file a court claim in a court of competent jurisdiction.

14.6.6 No class actions. Licensee may only resolve disputes with Licensee on an individual basis, and may not bring a claim as a claimant or a class member in a class, consolidated, or representative action. Nonetheless, if any portion of this class action waiver is deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from the alternative dispute resolutions (“ADRs”) and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to ADRs shall be stayed pending the outcome of any ADRs claims and remedies.

14.7 Force Majeure

Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of their obligations under the Agreement, if such delay or failure results from events, circumstances or causes beyond their reasonable control, such as, but not limited to, a governmental act, fire, explosion, earthquake, flood or other natural disaster, epidemic or pandemic, accident, civil commotion or industrial dispute or similar occurrence (“Force Majeure Event”). The time for performance of such obligations shall be extended for the duration of the Force Majeure Event. If the period of delay or non-performance continues for three (3) months, the Party not affected may terminate the agreement by giving thirty (30) days' written notice to the affected Party.

14.8 International Trade Sanctions
14.8.1 Compliance with International Trade Restrictions (the “ITR”) including, in the United States, those administered by the Office of Foreign Asset Control (“OFAC”) is mandatory for Licensor and no exceptions to the ITR are permitted. In summary, the ITR takes into consideration applicable laws which may expose Licensor to the risk of sanctions or other penalties, including those that relate to export controls and designated parties (including parties regarded by OFAC as Specially Designated Nationals). The ITR affects, in particular (but not solely), certain transactions related to countries subject to sanction, prohibition or restriction under the UN Security Council Resolutions or under other applicable trade or economic sanctions, laws or regulations (collectively known as “Restricted Territories”). The Restricted Territories under the ITR may be subject to change in line with international trade restrictions. 

14.8.2  Licensor expects Licensee to carry out appropriate due diligence to ensure Licensee’s activities are in accordance with all applicable trade restrictions laws and regulations. Licensor does not assume responsibility for Licensee compliance with such requirements. If Licensee becomes aware that Licensee trades in a Restricted Territory or does not comply with any other relevant trade restrictions, Licensee should notify Licensor in writing immediately.

14.8.3  Licensor shall not incur any liability whatsoever to Licensee in the event Licensor relies upon this clause 14.8.

14.9 Applicable Law and Venue

14.9.1 This Agreement and any disputes or claims arising out of or in connection with it shall be governed by and construed in accordance with Swiss law, under exclusion of its conflict of law rules and the provisions of the Vienna Convention on the Sales of Goods. 

14.9.2 The sole and exclusive jurisdiction and venue for disputes arising out of or in connection with this Agreement shall be the courts of the city of Zurich, Switzerland.

15. Minimum requirements

Until further notice, the following table constitutes the list of supported environments for the Software. Licensee shall be solely responsible for ensuring that the Software is installed and/or used only in the Supported Environments listed below. The ‘+’ in the “Supported Environments” column below indicates the minimum supported version of the Supported Environment.