|
1 | | -Html2pdf API Software License Agreement |
| 1 | +================================================================================ |
| 2 | + HTML2PDF API SOFTWARE LICENSE AGREEMENT |
| 3 | +================================================================================ |
| 4 | + |
2 | 5 | Version 1.0 — Effective Date: 2026-01-21 |
| 6 | + |
3 | 7 | Copyright © 2024 Bakney S.r.l. All rights reserved. |
4 | | -This Software License Agreement ("Agreement") is a legal contract between the individual or entity acquiring the license ("Licensee") and Bakney S.r.l., a company incorporated under Italian law with registered office in Monteforte d'Alpone, Italy ("Licensor"). By downloading, installing, copying, or otherwise using the Software, Licensee agrees to be bound by the terms of this Agreement. |
5 | 8 |
|
6 | | -1. Definitions |
7 | | -1.1 "Software" means the Html2pdf API, including all source code, object code, documentation, updates, and any associated materials provided by Licensor. |
8 | | -1.2 "Annual Revenue" means the Licensee's gross revenue for the most recently completed fiscal year, as reported in audited financial statements or, if unavailable, in official tax filings. |
9 | | -1.3 "Commercial Use" means any use of the Software (a) by any entity that is not a registered non-profit organization, or (b) in connection with any activity intended for or directed toward commercial advantage or monetary compensation. |
10 | | -1.4 "Competing Service" means any product, service, or offering whose primary function is to convert HTML to PDF, generate screenshots or images from HTML, render web pages to document formats, or provide substantially similar functionality to the Software. |
11 | | -1.5 "Effective Date" means the date on which Licensee first downloads, installs, or uses the Software, or the date of payment of applicable license fees, whichever occurs first. |
| 9 | +This Software License Agreement ("Agreement") is a legal contract between the |
| 10 | +individual or entity acquiring the license ("Licensee") and Bakney S.r.l., a |
| 11 | +company incorporated under Italian law with registered office in Monteforte |
| 12 | +d'Alpone, Italy ("Licensor"). By downloading, installing, copying, or otherwise |
| 13 | +using the Software, Licensee agrees to be bound by the terms of this Agreement. |
| 14 | + |
| 15 | + |
| 16 | +================================================================================ |
| 17 | +1. DEFINITIONS |
| 18 | +================================================================================ |
| 19 | + |
| 20 | +1.1 "Software" means the Html2pdf API, including all source code, object code, |
| 21 | + documentation, updates, and any associated materials provided by Licensor. |
| 22 | + |
| 23 | +1.2 "Annual Revenue" means the Licensee's gross revenue for the most recently |
| 24 | + completed fiscal year, as reported in audited financial statements or, if |
| 25 | + unavailable, in official tax filings. |
| 26 | + |
| 27 | +1.3 "Commercial Use" means any use of the Software (a) by any entity that is |
| 28 | + not a registered non-profit organization, or (b) in connection with any |
| 29 | + activity intended for or directed toward commercial advantage or monetary |
| 30 | + compensation. |
| 31 | + |
| 32 | +1.4 "Competing Service" means any product, service, or offering whose primary |
| 33 | + function is to convert HTML to PDF, generate screenshots or images from |
| 34 | + HTML, render web pages to document formats, or provide substantially |
| 35 | + similar functionality to the Software. |
| 36 | + |
| 37 | +1.5 "Effective Date" means the date on which Licensee first downloads, |
| 38 | + installs, or uses the Software, or the date of payment of applicable |
| 39 | + license fees, whichever occurs first. |
| 40 | + |
| 41 | + |
| 42 | +================================================================================ |
| 43 | +2. LICENSE GRANT |
| 44 | +================================================================================ |
12 | 45 |
|
13 | | -2. License Grant |
14 | 46 | 2.1 Non-Commercial License |
15 | | -Subject to the terms of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, worldwide license to use, copy, and distribute the Software solely for non-commercial purposes. This non-commercial license is governed by the Creative Commons Attribution-NonCommercial-NoDerivatives 4.0 International License (CC BY-NC-ND 4.0), available at https://creativecommons.org/licenses/by-nc-nd/4.0/. In the event of conflict between this Agreement and the CC BY-NC-ND 4.0 license, this Agreement shall prevail. |
| 47 | +-------------------------------------------------------------------------------- |
| 48 | + |
| 49 | +Subject to the terms of this Agreement, Licensor grants to Licensee a |
| 50 | +non-exclusive, non-transferable, worldwide license to use, copy, and distribute |
| 51 | +the Software solely for non-commercial purposes. This non-commercial license is |
| 52 | +governed by the Creative Commons Attribution-NonCommercial-NoDerivatives 4.0 |
| 53 | +International License (CC BY-NC-ND 4.0), available at: |
| 54 | + |
| 55 | + https://creativecommons.org/licenses/by-nc-nd/4.0/ |
| 56 | + |
| 57 | +In the event of conflict between this Agreement and the CC BY-NC-ND 4.0 |
| 58 | +license, this Agreement shall prevail. |
| 59 | + |
| 60 | + |
16 | 61 | 2.2 Commercial License |
17 | | -For Commercial Use, Licensee must obtain a commercial license by paying the applicable one-time fee based on Licensee's Annual Revenue: |
18 | | -Annual Revenue (EUR)License Fee (EUR)Up to €100,000€250€100,001 – €1,000,000€1,000€1,000,001 – €10,000,000€5,000Over €10,000,000€10,000 |
19 | | -All fees are exclusive of applicable taxes, which shall be borne by Licensee. Upon payment, Licensor grants Licensee a perpetual, non-exclusive, non-transferable, worldwide license to use, copy, and modify the Software for internal business purposes, including integration into Licensee's products and services, deployment across multiple servers, and use by Licensee's employees and contractors acting on Licensee's behalf. |
| 62 | +-------------------------------------------------------------------------------- |
| 63 | + |
| 64 | +For Commercial Use, Licensee must obtain a commercial license by paying the |
| 65 | +applicable one-time fee based on Licensee's Annual Revenue: |
| 66 | + |
| 67 | + +------------------------------+---------------------+ |
| 68 | + | Annual Revenue (EUR) | License Fee (EUR) | |
| 69 | + +------------------------------+---------------------+ |
| 70 | + | Up to €100,000 | €250 | |
| 71 | + | €100,001 – €1,000,000 | €1,000 | |
| 72 | + | €1,000,001 – €10,000,000 | €5,000 | |
| 73 | + | Over €10,000,000 | €10,000 | |
| 74 | + +------------------------------+---------------------+ |
| 75 | + |
| 76 | +All fees are exclusive of applicable taxes, which shall be borne by Licensee. |
| 77 | +Upon payment, Licensor grants Licensee a perpetual, non-exclusive, |
| 78 | +non-transferable, worldwide license to use, copy, and modify the Software for |
| 79 | +internal business purposes, including integration into Licensee's products and |
| 80 | +services, deployment across multiple servers, and use by Licensee's employees |
| 81 | +and contractors acting on Licensee's behalf. |
| 82 | + |
| 83 | + |
20 | 84 | 2.3 Revenue Verification |
21 | | -Licensor reserves the right to request reasonable documentation to verify Licensee's Annual Revenue for purposes of determining the applicable license fee. Licensee shall provide such documentation within thirty (30) days of request. If Licensee's Annual Revenue increases to a higher tier after initial license purchase, Licensee shall pay the difference to obtain the appropriate license within sixty (60) days of the end of the fiscal year in which such increase occurs. |
| 85 | +-------------------------------------------------------------------------------- |
| 86 | + |
| 87 | +Licensor reserves the right to request reasonable documentation to verify |
| 88 | +Licensee's Annual Revenue for purposes of determining the applicable license |
| 89 | +fee. Licensee shall provide such documentation within thirty (30) days of |
| 90 | +request. If Licensee's Annual Revenue increases to a higher tier after initial |
| 91 | +license purchase, Licensee shall pay the difference to obtain the appropriate |
| 92 | +license within sixty (60) days of the end of the fiscal year in which such |
| 93 | +increase occurs. |
| 94 | + |
| 95 | + |
| 96 | +================================================================================ |
| 97 | +3. RESTRICTIONS |
| 98 | +================================================================================ |
| 99 | + |
| 100 | +3.1 Licensee shall not use the Software, in whole or in part, to develop, |
| 101 | + operate, or offer a Competing Service, whether offered for compensation |
| 102 | + or free of charge. |
| 103 | + |
| 104 | +3.2 Licensee shall not sublicense, rent, lease, sell, or otherwise transfer |
| 105 | + the Software or any rights therein to any third party, except as expressly |
| 106 | + permitted herein. |
| 107 | + |
| 108 | +3.3 Licensee shall not remove, alter, or obscure any copyright, trademark, or |
| 109 | + other proprietary notices contained in the Software. |
| 110 | + |
| 111 | +3.4 Modifications to the Software are permitted solely for Licensee's internal |
| 112 | + business purposes under a commercial license. Licensee shall not distribute |
| 113 | + modified versions of the Software without prior written consent from |
| 114 | + Licensor. |
22 | 115 |
|
23 | | -3. Restrictions |
24 | | -3.1 Licensee shall not use the Software, in whole or in part, to develop, operate, or offer a Competing Service, whether offered for compensation or free of charge. |
25 | | -3.2 Licensee shall not sublicense, rent, lease, sell, or otherwise transfer the Software or any rights therein to any third party, except as expressly permitted herein. |
26 | | -3.3 Licensee shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Software. |
27 | | -3.4 Modifications to the Software are permitted solely for Licensee's internal business purposes under a commercial license. Licensee shall not distribute modified versions of the Software without prior written consent from Licensor. |
28 | 116 |
|
29 | | -4. Intellectual Property |
30 | | -The Software and all copies thereof are proprietary to Licensor and title thereto remains exclusively with Licensor. All rights in the Software not specifically granted in this Agreement are reserved to Licensor. Licensee acknowledges that the Software contains trade secrets and confidential information of Licensor. |
| 117 | +================================================================================ |
| 118 | +4. INTELLECTUAL PROPERTY |
| 119 | +================================================================================ |
31 | 120 |
|
32 | | -5. Disclaimer of Warranties |
33 | | -THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. |
| 121 | +The Software and all copies thereof are proprietary to Licensor and title |
| 122 | +thereto remains exclusively with Licensor. All rights in the Software not |
| 123 | +specifically granted in this Agreement are reserved to Licensor. Licensee |
| 124 | +acknowledges that the Software contains trade secrets and confidential |
| 125 | +information of Licensor. |
34 | 126 |
|
35 | | -6. Limitation of Liability |
36 | | -6.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
37 | | -6.2 LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. |
38 | | -6.3 The limitations in this Section 6 shall apply to the fullest extent permitted by applicable law, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. |
39 | 127 |
|
40 | | -7. Indemnification |
41 | | -Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Licensee's use of the Software, (b) Licensee's breach of this Agreement, or (c) Licensee's violation of any applicable law or third-party rights. |
| 128 | +================================================================================ |
| 129 | +5. DISCLAIMER OF WARRANTIES |
| 130 | +================================================================================ |
42 | 131 |
|
43 | | -8. Term and Termination |
44 | | -8.1 This Agreement is effective as of the Effective Date and shall continue until terminated. |
45 | | -8.2 Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof. |
46 | | -8.3 Upon termination, Licensee shall immediately cease all use of the Software and destroy all copies thereof in Licensee's possession or control. Sections 4, 5, 6, 7, 9, 10, and 11 shall survive termination. |
| 132 | +THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR |
| 133 | +EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, |
| 134 | +INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A |
| 135 | +PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT |
| 136 | +THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. |
47 | 137 |
|
48 | | -9. Governing Law and Jurisdiction |
49 | | -This Agreement shall be governed by and construed in accordance with the laws of Italy, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Verona, Italy. |
50 | 138 |
|
51 | | -10. General Provisions |
52 | | -10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral. |
53 | | -10.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable. |
54 | | -10.3 Waiver. No failure or delay by Licensor in exercising any right under this Agreement shall operate as a waiver thereof. |
55 | | -10.4 Assignment. Licensee may not assign or transfer this Agreement or any rights hereunder without the prior written consent of Licensor. Licensor may assign this Agreement without restriction. |
56 | | -10.5 Notices. All notices under this Agreement shall be in writing and sent to info@bakney.com for Licensor, or to the email address provided by Licensee at the time of license purchase. |
57 | | -10.6 Amendments. Licensor reserves the right to modify the terms of this Agreement for future versions of the Software. Each version of the Software shall be governed by the Agreement in effect at the time of its release. |
| 139 | +================================================================================ |
| 140 | +6. LIMITATION OF LIABILITY |
| 141 | +================================================================================ |
| 142 | + |
| 143 | +6.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, |
| 144 | + CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF |
| 145 | + PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH |
| 146 | + THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF LICENSOR HAS BEEN |
| 147 | + ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
| 148 | + |
| 149 | +6.2 LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS |
| 150 | + AGREEMENT SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY |
| 151 | + LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. |
| 152 | + |
| 153 | +6.3 The limitations in this Section 6 shall apply to the fullest extent |
| 154 | + permitted by applicable law, regardless of the form of action, whether in |
| 155 | + contract, tort (including negligence), strict liability, or otherwise. |
| 156 | + |
| 157 | + |
| 158 | +================================================================================ |
| 159 | +7. INDEMNIFICATION |
| 160 | +================================================================================ |
| 161 | + |
| 162 | +Licensee shall indemnify, defend, and hold harmless Licensor and its officers, |
| 163 | +directors, employees, and agents from and against any claims, damages, losses, |
| 164 | +liabilities, costs, and expenses (including reasonable attorneys' fees) arising |
| 165 | +out of or relating to (a) Licensee's use of the Software, (b) Licensee's breach |
| 166 | +of this Agreement, or (c) Licensee's violation of any applicable law or |
| 167 | +third-party rights. |
| 168 | + |
| 169 | + |
| 170 | +================================================================================ |
| 171 | +8. TERM AND TERMINATION |
| 172 | +================================================================================ |
| 173 | + |
| 174 | +8.1 This Agreement is effective as of the Effective Date and shall continue |
| 175 | + until terminated. |
| 176 | + |
| 177 | +8.2 Licensor may terminate this Agreement immediately upon written notice if |
| 178 | + Licensee breaches any provision of this Agreement and fails to cure such |
| 179 | + breach within thirty (30) days after receipt of written notice thereof. |
| 180 | + |
| 181 | +8.3 Upon termination, Licensee shall immediately cease all use of the Software |
| 182 | + and destroy all copies thereof in Licensee's possession or control. |
| 183 | + Sections 4, 5, 6, 7, 9, 10, and 11 shall survive termination. |
| 184 | + |
| 185 | + |
| 186 | +================================================================================ |
| 187 | +9. GOVERNING LAW AND JURISDICTION |
| 188 | +================================================================================ |
| 189 | + |
| 190 | +This Agreement shall be governed by and construed in accordance with the laws |
| 191 | +of Italy, without regard to its conflict of laws principles. Any dispute |
| 192 | +arising out of or in connection with this Agreement shall be subject to the |
| 193 | +exclusive jurisdiction of the courts of Verona, Italy. |
| 194 | + |
| 195 | + |
| 196 | +================================================================================ |
| 197 | +10. GENERAL PROVISIONS |
| 198 | +================================================================================ |
| 199 | + |
| 200 | +10.1 Entire Agreement. |
| 201 | + This Agreement constitutes the entire agreement between the parties |
| 202 | + concerning the subject matter hereof and supersedes all prior agreements, |
| 203 | + understandings, and communications, whether written or oral. |
| 204 | + |
| 205 | +10.2 Severability. |
| 206 | + If any provision of this Agreement is held to be invalid or unenforceable, |
| 207 | + the remaining provisions shall continue in full force and effect, and the |
| 208 | + invalid or unenforceable provision shall be modified to the minimum extent |
| 209 | + necessary to make it valid and enforceable. |
| 210 | + |
| 211 | +10.3 Waiver. |
| 212 | + No failure or delay by Licensor in exercising any right under this |
| 213 | + Agreement shall operate as a waiver thereof. |
| 214 | + |
| 215 | +10.4 Assignment. |
| 216 | + Licensee may not assign or transfer this Agreement or any rights hereunder |
| 217 | + without the prior written consent of Licensor. Licensor may assign this |
| 218 | + Agreement without restriction. |
| 219 | + |
| 220 | +10.5 Notices. |
| 221 | + All notices under this Agreement shall be in writing and sent to |
| 222 | + info@bakney.com for Licensor, or to the email address provided by |
| 223 | + Licensee at the time of license purchase. |
| 224 | + |
| 225 | +10.6 Amendments. |
| 226 | + Licensor reserves the right to modify the terms of this Agreement for |
| 227 | + future versions of the Software. Each version of the Software shall be |
| 228 | + governed by the Agreement in effect at the time of its release. |
| 229 | + |
| 230 | + |
| 231 | +================================================================================ |
| 232 | +11. CONTACT INFORMATION |
| 233 | +================================================================================ |
58 | 234 |
|
59 | | -11. Contact Information |
60 | 235 | For commercial licensing inquiries or questions regarding this Agreement: |
61 | | -Bakney S.r.l. |
62 | | -Email: info@bakney.com |
63 | 236 |
|
64 | | -BY USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. |
| 237 | + Bakney S.r.l. |
| 238 | + Email: info@bakney.com |
| 239 | + |
| 240 | + |
| 241 | +================================================================================ |
| 242 | + |
| 243 | +BY USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, |
| 244 | +UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. |
| 245 | + |
| 246 | +================================================================================ |
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