Revised: June 12th, 2018
IMPORTANT -- THIS AGREEMENT ("AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) (“LICENSEE”, “YOU” OR "YOUR") AND NITRO SOFTWARE, INC. (“NITRO”). BY USING THE SERVICES AND/OR ANY SOFTWARE HEREIN DESCRIBED, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO NITRO THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY.
You are agreeing to use one or more of Nitro’s cloud-based document management services, which may be referred to individually or collectively herein as the "Service(s)", and/or Nitro’s document management software ("Software"). The Service and the Software may not be error free. Therefore, You are advised to safeguard important data, to use caution and not to rely on the correct functioning or performance of the Service or Software. Although Nitro will use reasonable efforts to provide technical support (assuming you have paid any applicable fees), it provides no assurance that any specific errors in the Service or Software will be corrected.
Subject to the terms and conditions of this Agreement and depending upon whether during sign-up and/or purchase process you have agreed to use the Service and/or the Software on a subscription basis or to receive a perpetual license to use the Software, Nitro grants to You:
Except as otherwise specifically permitted in this Agreement, You may not:
Any update to the Software provided to You is made on a license exchange basis such that You agree, as a condition for receiving an update, that You will terminate Your use any previous version of the Software. Nitro may automatically check the Service and/or Your version of the Software and may automatically update the Service and/or Software from time to time. You agree to accept such updates subject to this Agreement.
You may be required to create an account to participate in the Service and/or use the Software. If You are entering into this Agreement on behalf of an entity, You represent and warrant that the entity will utilize the Services and/or Software under a single account. You agree not to impersonate any person or entity or misrepresent Your identity or affiliation with any person or entity, including using another person's username, password or other account information. You are responsible for the security of Your password and for any use of Your account. You also agree to notify us promptly at privacy@gonitro.com of any unauthorized use of Your username, password, other account information, or any other breach of security that You become aware of involving or relating to the Service or Software.
If there is a fee associated with your use of the Service or Software, You agree to pay that fee. The fee charged excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Nitro may suspend or cancel Your access to the Service or Software if Nitro does not receive payment from You. Suspension or cancellation for non-payment may result in a loss of access to and use of Your account. To pay any fees, You will be asked to provide a payment method at the time you sign up with Nitro. You agree to keep your billing account information current at all times. By providing Nitro with Your payment method, You (a) represent that You are authorized to use the payment method that You provided and that any payment information You provide is true and accurate; and (b) authorize Nitro to charge You using Your payment method and to charge You for any paid feature that You choose to sign up for or use while this Agreement is in effect. You acknowledge and agree that Nitro may bill you on a recurring basis for Services that You purchase on a subscription basis. If You take part in any trial offer, You must cancel the Services by the end of the trial period to avoid incurring charges, unless Nitro notifies You otherwise. Nitro may change the price it charges for the Services at any time and will notify You in advance of such changes. If You do not agree to the price change, You must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Services offer, that price will remain in force for that term. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable.
In Your use of the Service or Software, You agree to comply with all applicable laws and regulations. You shall, in connection with Your use of the Service or Software, comply with all applicable import, export and re-export control laws and regulations of any country, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 428/2009 on the control of exports of dual-use items and technology, and country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, including any measures implemented by the U.S. Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Service or Software, including Your transfer and processing of Your content via the Service or Software.
For U.S. Government users, the Software is a “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202 1 through 227.7202 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.
You agree that You will not:
You represent that You have either reached the age of “majority” where You live or have valid parent or legal guardian consent to be bound by the terms of this Agreement. If You do not know whether You have reached the age of majority where You live, or do not understand this section, please do not create an account with Nitro before You have asked your parent or legal guardian for help. If You are the parent or legal guardian of a minor that creates an account with Nitro, You accept this Agreement on the minor’s behalf and agree to be responsible for all use of the corresponding account.
Nitro will treat Your data and information regarding your use of the Service and/or Software in accordance with this Agreement and its Privacy Policy published at http://www.gonitro.com/legal/privacy-policy, as may be amended from time to time.
You may not access the Service other than through the interfaces provided by Nitro or interfere with or disrupt the proper operation of the Service.
Subject to Licensee’s payment of the corresponding fees (if any), Nitro shall provide reasonable technical support. Licensee shall provide Nitro with such technical information and assistance as Nitro may reasonably request in order for it to provide support. Subject to Licensee’s payment of the corresponding fees (if any), Nitro shall provide the Licensee with updates, enhancements and maintenance modifications as they become available.
You agree, at your sole discretion, to provide to Nitro suggestions, comments and feedback regarding the Service or Software, including but not limited to usability and bug reports (collectively, "Feedback"). If You provide such Feedback to Nitro, You hereby grant Nitro the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights to: make, use, copy, modify, sell, distribute, publicly perform or display, sublicense (including the right to sublicense to further third parties), and create derivative works of the Feedback as part of any Nitro product, technology, service, specification or documentation (individually and collectively, "Nitro Products"). You warrant that Your Feedback is not subject to any license or other terms that would purport to require Nitro to comply with any additional obligations with respect to any Nitro Products that incorporate any Feedback.
Nitro may use Licensee’s name and/or logos to identify Licensee as a Nitro licensee in its general marketing materials or otherwise.
You agree to use reasonable efforts to cooperate with and assist Nitro in identifying and preventing any unauthorized use, copying, or disclosure of the Service or the Software.
Nitro and any of its licensors own all proprietary rights in and to the Service and the Software. The Service and any Software provided to you is licensed and not sold. Except as expressly provided herein, Nitro retains all rights and does not grant any express or implied right to You under any Nitro patents, copyrights, trademarks, or trade secret information.
Nitro may place limits on, modify, suspend or terminate the Service generally, may remove or disable access to any content posted by You in using the Service and may suspend or terminate Your use of the Service or terminate this Agreement at any time, including as a result of Your use of the Service that Nitro reasonably deems to be excessive, which may include usage that substantially and repeatedly exceeds the typical levels of usage by other users of same category/tier of Service. Notwithstanding anything else in this Agreement, this suspension or termination may result in the immediate deletion of Your documents, information, files, and other previously available content. Nitro is under no obligation to return any content to you. If Nitro terminates the Service, Your use of the Service or this Agreement, the rights and licenses granted to You under this Agreement shall immediately terminate (except that You may continue to use any Software as provided in Section 2(ii) in all instances other than termination of this Agreement as a result of Your breach) and You shall immediately cease using the Service. In addition to those provisions that survive according to their terms, Sections 3 through 15 shall continue to be effective after termination of this Agreement. If Nitro terminates the Service, Your use of the Service or this Agreement, the rights and licenses granted to You under this Agreement shall immediately terminate (except that You may continue to use any Software licensed on a perpetual basis as provided in Section 2 in all instances other than termination of this Agreement as a result of Your breach) and You shall immediately cease using the Service. In addition to those provisions that survive according to their terms, Sections 3 through 15 shall continue to be effective after termination of this Agreement.
Nitro may change this Agreement and will post the modified agreement (which shall then become the Agreement) on Nitro’s website. Therefore, Nitro encourages you to check the terms of this Agreement from time to time to see if they have been updated. If You do not agree to the modified agreement, Your sole recourse is to stop using the Service and/or Software. Your continued use of the Service or Software after the date the modified agreement is posted will constitute Your acceptance of the modified agreement.
During the Term, Nitro shall defend, indemnify and hold harmless Licensee and its officers, directors, employees, Users, successors and assigns, from and against any and all losses, damages, liabilities, settlements, reasonable costs and expenses resulting from or arising out of any third-party claim, demand, or cause of action which alleges that the Licensed Products infringe any duly issued patent, copyright or trademark or misappropriate any trade secret right of a third party (“Claim”). Licensee shall provide Nitro with prompt written notice of any Claim and permit Nitro to control the defense, settlement, adjustment or compromise of such Claim. Licensee shall have no authority to settle any Claim on behalf of Nitro. In addition, in the event use of the Licensed Products during the Term becomes, or in Nitro’s reasonable opinion is likely to become, the subject of a claim of infringement as outlined in this Section 10, Nitro may, at its option and expense: (a) obtain for Licensee the continuing right to use such Licensed Products; or (b) modify the Licensed Products or replace them with a substantially functional equivalent so that they no longer infringe; or (c) if neither (a) nor (b) is reasonably practicable, terminate Licensee’s license to such allegedly infringing Services and/or Software and refund to Licensee any unused pre-paid fees paid to Nitro, in which case this Agreement and Licensee’s right to use the Services and/or Software will terminate. This Section 10 states Nitro’s entire liability and Licensee’s exclusive remedy with respect to any claim of intellectual property infringement.
You will defend, indemnify and hold harmless Nitro, its affiliates, and their respective officers, directors, employees, agents, licensors and any third-party providers, from and against all claims, losses, damages and costs, including reasonable attorneys’ fees, arising from any third-party claim against Nitro related to Your use of the Service or Software, including any document or content You submit to the Service.
LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICE AND ANY SOFTWARE MAY CONTAIN ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE HEREBY ACCEPTS THE SERVICE AND SOFTWARE, "AS IS" AND WITH ALL FAULTS, DEFECTS AND ERRORS AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF USE, QUALITY, AND PERFORMANCE. NEITHER NITRO NOR ANY OF NITRO'S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
LICENSEE AGREES AND ACKNOWLEDGES THAT NEITHER NITRO NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS OF AN INDIRECT NATURE, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE AND IN NO EVENT SHALL THEY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF FEES PAID TO NITRO BY LICENSEE (IF ANY) UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX MONTHS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, NITRO WOULD NOT LICENSE THE SERVICE OR SOFTWARE TO YOU.
Nitro is committed to integrity and high standards of business conduct in everything it does, especially in its dealings with its customers, suppliers and contractors. As a result, Nitro supports and agrees to abide by the following principles:
This Agreement is the entire agreement between You and Nitro related to the Service and/or Software, replacing any prior agreements. Nitro's licensors may be third party beneficiaries to this Agreement. There are no other third-party beneficiaries to this Agreement. The parties to this Agreement are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture. You shall not assign this Agreement, by operation of law or otherwise. Nitro may assign this Agreement, subject to all of the terms of this Agreement.
Failure to enforce any provision will not constitute a waiver of that provision. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose and, in any event, the remainder of the Agreement shall be unaffected. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs incurred in the action or proceedings.
You may only resolve disputes with Nitro on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
This Agreement shall be governed by California law without regard to any conflict of laws principles.
Effective: May 3rd, 2019
Welcome to the website of Nitro Software, Inc. (“Nitro”, “we”, “us” and/or “our”). Data privacy is important and we have prepared this Privacy Policy to explain how we collect, use, protect and disclose data when you use any Nitro services which includes this website and any site ("Site(s)"); software provided by Nitro ("Software"); or services offered by Nitro (collectively, "Services"). "You" refers to you as a user of the Site or Services. We draw your attention in particular to the sections entitled “International Data Transfer” and “Data Subject’s Rights”.
We will only process your personal data in accordance with applicable data protection and privacy laws. For the purpose of UK and European Union (“EU”) data protection legislation, the data controller is Nitro Software, Inc. of 150 Spear St STE 1500, San Francisco CA 94105.
We need certain personal data in order to provide you with access to the Services. If you created a profile, registered an account, downloaded software or provided information to us, you will have been asked to explicitly consent to our Terms of Service and Privacy Policy in order to access our Services, purchase our products and/or view our content. This consent provides us with the legal basis we require under applicable law to process your data. If you do not agree to our use of your personal data in line with this Policy, please do not use our Services.
We may update this Privacy Policy to reflect changes to our data practices. If we make any material changes, we will notify you by email (sent to the e-mail address specified in your account) or by means of a notice on this Site prior to the change becoming effective. We encourage you to periodically review this page for the latest data on our privacy practices. Please note the effective date listed at the beginning of the Privacy Policy. If we make any material change(s) to the Privacy Policy, we will post a notice on our Site prior to such changes(s) taking effect.
If you disagree with any changes to the Privacy Policy and do not wish to be subject to the revised Privacy Policy, you need to deactivate your account and stop using Nitro services.
We collect information about you in a range of forms, including personal data. As used in this Privacy Policy, “personal data” is as defined in the General Data Protection Regulation EU 2016/679 and any successor legislation, this includes any information which, either alone or in combination with other information we hold about you, identifies you as an individual, including, for example, your name, email address and telephone number.
Nitro collects personal data from users to provide services. Throughout standard use of the Site or Services, we collect some or all of the following:
Nitro does not require or use sensitive data like: racial or ethnic origin, political affiliation or opinions, religious or philosophical beliefs, trade union membership, health data, sexual orientation, criminal convictions, or genetic or biometric data. Subject to the following paragraph, we ask that you not send us, and/or disclose, any such sensitive personal data.
If you send or disclose any sensitive personal data to us when you submit user generated content to our Services, you consent to our processing and use of such sensitive personal data in accordance with this Policy. If you do not consent to our processing and use of such sensitive personal data, you must not submit such user generated content to our Services.
The Sites, Software, and Services provide capabilities to users to upload and manipulate documents. The user is responsible for and owns the content of the documents. Nitro does not alter the content of documents. By content, we are referring to text, graphics, and/or images within the document that are human readable and convey the meaning of the document to a person reading it. Occasionally, we will have to alter the formatting of the document to show it on the Sites (i.e. on Mobile devices) or in the Software, but there will be no material change to the content within the document.
You are responsible for who you choose to share documents with via the Site, Software, and/or Services’ collaboration functionality. When collaborating on documents, users you grant access to will be able to view that content and download the document (even if you delete that document at a later date). Additionally, if a collaborator signs, reviews, or marks-up the document, that collaborator owns a different version of that document which contains the collaborator's changes. If you access or collaborate on a document owned by another individual, you are responsible for the content you provide on or about the document. Also, by sharing documents with other parties, those parties own a version of the document which mean they may then share and retain the document even after the original owner deletes the document.
When storing documents on the Sites, Software, and Services, Nitro collects the following data:
You may share personal data with us when you submit user generated content to our Services, including via our forums, message boards and blogs on our Sites. Please note that any information you post or disclose on our Site will become public information, and will be available to other users of our Site and to the general public. We urge you to be very careful when deciding to disclose your personal data, or any other information, on our Site. Such personal data and other information will not be private or confidential once it is published on our Site.
For the types of processing that are needed to provide the Services, we rely on the necessity of our processing of your information for the performance of the Services (governed by the Terms of Service) as a legal ground to collect and use your data in accordance with this Privacy Policy. For all other types of processing carried out under this Privacy Policy, we rely on our legitimate interests as a legal ground to collect and use your data in such ways.
Nitro uses data provided through the use of our Sites, Software, and Services to provide services for which Nitro was engaged. The data may be used for a variety of functions, including:
Activity Data includes data about how users interact with our Site, Software, or Services. Data in this category includes:
What are cookies?
We may collect information using “cookies”. Cookies are small data files stored on the hard drive of your computer or mobile device by a website. We may use both session cookies (which expire once you close your web browser) and persistent cookies (which stay on your computer or mobile device until you delete them) to provide you with a more personal and interactive experience on our Services.
We use two broad categories of cookies: (1) first party cookies, served directly by us to your computer or mobile device, which are used only by us to recognize your computer or mobile device when it revisits our Services; and (2) third party cookies, which are served by service providers on our Services, and can be used by such service providers to recognize your computer or mobile device when it visits other websites.
Cookies we use
Our Services uses the following types of cookies for the purposes set out below:
| Type of cookie | Purpose |
|---|---|
| Essential Cookies | These cookies are essential to provide you with services available through our Services and to enable you to use some of its features. For example, they allow you to log in to secure areas of our Services and help the content of the pages you request load quickly. Without these cookies, the services that you have asked for cannot be provided, and we only use these cookies to provide you with those services. |
| Functionality Cookies | These cookies allow our Services to remember choices you make when you use our Services, such as remembering your language preferences, remembering your login details and remembering the changes you make to other parts of our Services which you can customize. The purpose of these cookies is to provide you with a more personal experience and to avoid you having to re-enter your preferences every time you visit our Services. |
| Analytics and Performance Cookies | These cookies are used to collect information about traffic to our Services and how users use our Services. The information gathered does not identify any individual visitor. The information is aggregated and therefore anonymous. It includes the number of visitors to our Services, the websites that referred them to our Services, the pages that they visited on our Services, what time of day they visited our Services, whether they have visited our Services before, and other similar information. We use this information to help operate our Services more efficiently, to gather broad demographic information and to monitor the level of activity on our Services. We use Google Analytics for this purpose. Google Analytics uses its own cookies. It is only used to improve how our Services works. You can find out more information about Google Analytics cookies here: https://developers.google.com/analytics/resources/concepts/gaConceptsCookies. You can find out more about how Google protects your data here www.google.com/analytics/learn/privacy.html. You can prevent the use of Google Analytics relating to your use of our Services by downloading and installing the browser plugin available via this link: |
| Targeted and advertising cookies | These cookies track your browsing habits to enable us to show advertising which is more likely to be of interest to you. These cookies use information about your browsing history to group you with other users who have similar interests. Based on that information, and with our permission, third party advertisers can place cookies to enable them to show adverts which we think will be relevant to your interests while you are on third party websites. You can disable cookies which remember your browsing habits and target advertising at you by visiting http://www.youronlinechoices.com/. If you choose to remove targeted or advertising cookies, you will still see adverts but they may not be relevant to you. Even if you do choose to remove cookies by the companies listed at the above link, not all companies that serve online behavioral advertising are included in this list, and so you may still receive some cookies and tailored adverts from companies that are not listed. |
| Social Media Cookies | These cookies are used when you share information using a social media sharing button or “like” button on our Services or you link your account or engage with our content on or through a social networking website such as Facebook, Twitter or Google+. The social network will record that you have done this. |
At this time, Nitro does not recognize "do not track" (DNT) signals.
You can typically remove or reject cookies via your browser settings. In order to do this, follow the instructions provided by your browser (usually located within the “settings”, “help” “tools” or “edit” facility). Many browsers are set to accept cookies until you change your settings.
Further information about cookies, including how to see what cookies have been set on your computer or mobile device and how to manage and delete them, visit www.allaboutcookies.org and www.youronlinechoices.com.uk.
If you do not accept our cookies, you may experience some inconvenience in your use of our Services. For example, we may not be able to recognize your computer or mobile device and you may need to log in every time you visit our Services.
We may also use pixel tags (which are also known as web beacons and clear GIFs) on our Services to track the actions of users on our Services. Unlike cookies, which are stored on the hard drive of your computer or mobile device by a website, pixel tags are embedded invisibly on webpages. Pixel tags measure the success of our marketing campaigns and compile statistics about usage of the Services, so that we can manage our content more effectively. The information we collect using pixel tags is not linked to our users’ personal data.
Generally. We may use other companies to serve third-party advertisements when you visit and use the Services. These companies may collect and use click stream information, browser type, time and date, subject of advertisements clicked or scrolled over during your visits to the Services and other websites in order to provide advertisements about goods and services likely to be of interest to you. These companies typically use tracking technologies to collect this information. Other companies' use of their tracking technologies is subject to their own privacy policies.
Targeted Advertising. In order to serve offers and advertisements that may interest you, we may display targeted advertisements on the Services, or other digital properties or applications in conjunction with our content based on information provided to us by our users and information provided to us by third parties that they have independently collected. We do not provide personal data to advertisers when you interact with an advertisement.
Your Ad Choices. Some of the third-party service providers and/or Advertisers may be members of the Network European Interactive Digital Advertising Alliance ("EDAA") Self-Regulatory Program for Online Behavioral Advertising. To learn more, visit http://www.edaa.eu/edaa-for-users which provides information regarding targeted advertising and the "opt-out" procedures of EDAA members.
Mobile. We may, from time to time, offer certain location or pinpoint based services, such as location assisted navigation instruction. If you elect to use such location-based services, we must periodically receive your location in order to provide such location-based services to you. By using the location-based services, you authorize us to: (i) locate your hardware; (ii) record, compile and display your location; and (iii) publish your location to third parties designated by you by means of location publication controls available within the applications (for example, settings, user preferences). As part of the location-based services, we may also collect and store certain information about the users who elect to use such location-based services, such as a device ID. This information will be used to provide you the location-based services. We may use third-party providers to help provide location-based services through mobile systems and we may give the information to such providers to enable them to provide their location-based services, provided that such providers use the information in accordance with this Policy.
Your information, including personal data that we collect from you, may be processed and transferred within and to the United States and other countries and territories which may have different privacy laws from your country of residence. Nitro follows industry best practices and is certified for US – EU Privacy Shield and US – Swiss Privacy Shield. Nitro is also compliant with the EU General Data Protection Regulation (GDPR).
Nitro follows industry best practices and is certified for US – EU Privacy Shield and US – Swiss Privacy Shield. Nitro is also compliant with the EU General Data Protection Regulation (GDPR).
Nitro takes data privacy seriously and monitors the regulatory landscape with regards to data privacy. As new regulations evolve, Nitro will evaluate those regulations and, in good faith, evolve our Data Privacy procedures appropriately.
We will share or sell your personal data with third parties only in the ways that are described in this Privacy Policy. We do not sell your personal data to third parties except as described in this Privacy Policy (see the "Business Transfers" section below).
We may provide your personal data to companies that provide services to help us with our business activities, such as shipping your order or offering customer service. These companies are authorized to use your personal data only as necessary to provide these services to us. We may disclose personal data when the disclosure:
Other ways Nitro shares personal data are:
Collaboration and Sharing: Nitro offers collaboration features built into the Site and Services which allow you to share documents (read-only or full edit capabilities) with others you explicitly choose. Collaboration and sharing allows others to view the content of the document you choose to share in addition to the activity data pertaining to the shared document (views, edits, etc.). You can set permissions and revoke access through your Nitro account. If you share a document with another party, that party can download the document as long as they have access to it. Additionally, you may choose to create a public link and send that link to others. If you create a public link, anyone with that link can access in read-only mode and download it.
Business Accounts: If you are an individual user and the domain of your e-mail address associated with your account is owned by your employer and that employer has established a Nitro Business account, the data concerning use of your individual account (including access to personal data, usage data and document content) are accessible to that organization.
External Storage: The Sites, Software, and Services allow users to save documents to third party storage providers like: Box, Dropbox, OneDrive, SharePoint 365 and many others offering a storage API. When saving documents externally, Nitro sends document meta data (like, name and size) along with the contents of the document to the storage provider. If documents are saved externally to Nitro, you are subject to such third parties' privacy policy and terms and conditions. We recommend you read their privacy policies before you submit any data to them.
Ads: We partner with third party ad networks to either display advertising on our Sites or to manage our advertising on other sites. Our ad network partner uses cookies and Web beacons to collect non-personally identifiable data about your activities on the Sites and other Web sites to provide you targeted advertising based upon your interests.
Business Transfers: In the event Nitro goes through a business transition, such as a merger, acquisition by another company, or sale of all or a portion of its assets, your personal data will likely be among the assets transferred. You will be notified via email (sent to the e-mail address specified in your account) or prominent notice on our Site of any such change in ownership or control that affects your personal data.
Aggregated and Anonymized Data: We also share aggregated and anonymized data with partners which does not directly identify individuals. We may create anonymous data from the personal data we receive about you and other individuals whose personal data we collect. Anonymous data might include analytics information and information collected by us using cookies. We make personal data into anonymous data by excluding information (such as your name) that makes the data personally identifiable to you. We use this anonymous data to analyse usage patterns in order to make improvements to our Services.
We will take reasonable precautions to protect your personal data from loss, misuse or alteration. This includes both physical and technological security measures. We follow generally accepted industry standards (e.g. encryption at rest and in transit, access control policies, etc.) to protect the personal data submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, we cannot guarantee its absolute security and you agree that you submit data to us at your own risk. When you enter personal data on our order forms, we encrypt the transmission of that data using secure socket layer technology (SSL).
We provide you the opportunity to consent to having your personal data used for certain purposes when we ask for this data. We will also give you the opportunity to 'opt-out' at any time. For example, if you purchase a product/service but do not wish to receive any additional marketing material from us, you can initially choose not to accept direct marketing from us, and at a later stage provide consent.
If you no longer wish to receive our newsletter and promotional communications, you may opt-out of receiving them by following the instructions included in each newsletter.
If you wish to not have data used for the purpose of serving you targeted ads, you may initially withhold your consent to being subject to such ads, and at a later stage opt-out by contacting privacy@gonitro.com (or if located in the European Union click here). Please note this does not opt you out of being served advertising. You will continue to receive generic ads.
Nitro provides promotional sites (commonly referred to the "conversion sites") that provide services to convert documents from one format to another. By using the conversion sites, you allow Nitro to store, retain, and use personal data, document data, and document metadata per the 'Use of Data' section above. If you do not wish to provide this personal data, document data, and document metadata, then refrain from using the conversion sites.
Outside of the conversion sites (above), you may delete your documents at any time from within the Services or Software via the User Interface. Any document you have shared explicitly with another user (via a sign, share, or review request) will still be available to that user with whom the document was shared if they downloaded it, copied it to a storage service like (Box, Dropbox, Google Drive, OneDrive, etc.), or added the document to the shared users' Nitro account.
We will retain your Personal, Document, and Activity Data for as long as your account is active or as needed to provide you Services. If you wish to cancel your account or request that we no longer use your personal data to provide you Services, please contact privacy@gonitro.com. However, Nitro will retain and use your Personal, Document, and Activity Data as necessary to comply with our legal or other obligations, resolve disputes, and enforce our rights and agreements. Nitro reserves the right to delete any data for inactive accounts.
Some actions initiated within the Site and Services link to external sites. Additionally, those actions may result in data appearing on forums that are public and/or not subject to the Privacy Policy.
Frames: Some of our pages utilize framing techniques to serve content from our partners while preserving the look and feel of our Sites. Please be aware that you are providing your personal data to these third parties and not to Nitro.
Social Media Widgets: Our Sites include social media features, such as the Facebook “Like” button and Widgets, the “Share this” button or interactive mini-programs that run on our Sites. These features may collect your IP address, which page you are visiting on our Sites, and may set a cookie to enable the feature to function properly. Social media features and Widgets are either hosted by a third party or hosted directly on our Sites. Your interactions with these features are governed by the privacy policy of the company providing it.
Customer Testimonials: We may post customer testimonials/comments/reviews on our Site which may contain personal data. We obtain the customer's consent, prior to posting the testimonial, to post the customer’s name along with the customer’s testimonial. If you would like to have us remove any of your comments, please contact us.
Forum and Blog Content: Our Site may offer publicly accessible blogs or community forums. You should be aware that any data you provide in these areas may be read, collected, and used by anyone who has access to them. To request removal of your personal data from our blog or community forum, please contact us at privacy@gonitro.com.
Forum and Blog Comments: Our blog is also managed by a third-party application that may require you to register to post a comment. We do not have access to or control of the data posted to the comments. You will need to contact or login to the third-party application if you want the personal data that was posted to the comments section removed. To learn how the third-party application uses your data, please review the third party’s privacy policy.
We do not knowingly collect personal data from children under the age of 16. By using the Site, Software, and/or Services, the user asserts they are over 16 years of age. If we become aware that we have inadvertently received personal data from a child under the age of 16, we will delete such data from our records.
Nitro takes privacy seriously. If you have any concerns regarding our handling of your Personal, Sensitive, or Document Data, we encourage you to contact us (details below in the 'Contact Us' section). Additionally, Nitro acknowledges you have the following rights with regards to your personal data.
Nitro collects a variety of information via the use of the Site, Software, and/or Services at the direction of users. If you have concerns about your personal data being processed, or if you seek access or want to correct, amend, or delete inaccurate data, please contact us at privacy@gonitro.com and we will work with you to respond to your request in a reasonable timeframe.
If you have concerns or inquiries regarding the handling of your personal, document, and/or activity data, please contact us at privacy@gonitro.com. Nitro will respond within a reasonable timeframe. If, after contacting us, we fail to adequately address your concern please contact the dispute resolution provider, Data Protection Commissioner of Ireland at www.dataprotection.ie, at no cost to you.
For your protection, we may only implement requests with respect to the personal data associated with the particular email address that you use to send us your request, and we may need to verify your identity before implementing your request. We will try to comply with your request as soon as reasonably practicable and in any event, within one month of your request. Please note that we may need to retain certain information for recordkeeping purposes and/or to complete any transactions that you began prior to requesting such change or deletion.
We are committed to resolve any complaints about our collection or use of your personal data. If you would like to make a complaint regarding this Privacy Policy or our practices in relation to your personal data, please contact us using the “Contact Us” section below. We will reply to your complaint as soon as we can and in any event, within 45 days.
Nitro complies with the EU-U.S. Privacy Shield Framework and Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union and Switzerland to the United States. Nitro has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. If there is any conflict between the terms in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/
In compliance with the Privacy Shield Principles, Nitro commits to resolve complaints about our collection or use of your personal information. EU and Swiss individuals with inquiries or complaints regarding our Privacy Shield policy should first contact Nitro by going to the "Contact Us" webpage on this Site or contacting us at privacy@gonitro.com or at the address below.
Nitro Software, Inc
150 California Street, STE 1500
San Francisco, CA 94105
Attn: Privacy
Nitro has further committed to cooperate with the panel established by the EU data protection authorities (DPAs) and the Swiss Federal Data Protection and Information Commissioner (FDPIC) with regard to unresolved Privacy Shield complaints concerning data transferred from the EU and Switzerland.
If you require more detailed data about our data handling practices please let us know by going to the “Contact Us” webpage on this Site or contacting us at privacy@gonitro.com or at the address below.
Nitro Software, Inc
150 Spear Street, STE 1500
San Francisco, CA 94105
Attn: Privacy
Updated: 25 September 2013
Nitro Software, Inc respects the copyright rights of others and has adopted the following procedure regarding the removal of allegedly infringing materials from Nitro's web sites, consistent with the removal notification and counter-notification provisions of the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws.
The DMCA provides a process for an owner of copyrighted material to notify an online service provider of alleged copyright infringement. Upon receipt of a valid DMCA removal notification (described below), Nitro will remove or disable access to the allegedly infringing content and take reasonable steps to contact the party that originally posted that content to allow it to file a counter-notification that indicates that it had the right to post the content. Upon receipt of a valid counter-notification (also described below), Nitro may restore the content in question, unless it receives timely notice from the party that requested removal that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.
By submitting either a removal notification or a counter-notification as described herein, the submitting party acknowledges and agrees that Nitro may provide copies of such notices and any information contained therein to the other participants in the dispute or to any other third parties deemed necessary by Nitro. Please note that federal law provides that any person who knowingly materially misrepresents: (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for damages, including costs and attorneys' fees.
If you believe someone has posted your copyrighted material on a Nitro web site and wish to have it removed, please send a removal notification to Nitro's designated copyright agent as provided below. To be considered valid, your request for removal must be written and include the following:
Promptly after receipt of a valid removal notification, Nitro will remove or disable access to the allegedly infringing content. Nitro will also notify the party that posted it of your claim that the material is infringing and will give that party an opportunity to send Nitro a written counter-notification as provided below.
In response to Nitro's receipt of a valid removal notice and removal of material, if you believe that the allegedly infringing material is not infringing and want Nitro to restore it on its web site, please send a counter-notification to Nitro's designated copyright agent as provided below.
To be considered valid, your counter-notification must be written and include the following:
Promptly after receipt of a valid counter-notification, Nitro will forward it to the party who submitted the original removal notification. After Nitro sends out the counter-notification, the party that submitted the original removal notification must then notify Nitro within 10 business days that it has filed an action seeking a court order to restrain you from engaging in the allegedly infringing activity. If Nitro receives such notification, it will not restore the material. If Nitro does not receive such notification, Nitro may reinstate the material within 10 to 14 days of receipt of the valid counter-notification.
All notices should be sent to Nitro's designated copyright agent using the following contact information:
Nitro Software, Inc
Attn: Agent for DMCA Notices
150 Spear Street, STE 1500
San Francisco CA 94111
USA
Alternatively, you may email your notice to:
privacy@gonitro.com Please indicate either "DMCA Removal Notification" or "DMCA Counter-Notification" in the subject line.
Or fax it to:
(415) 369-9097
Attn: Agent for DMCA Notices
As a customer, your satisfaction and success are the motivation for all we do—which is why we’ll always do everything we can to ensure we make working with documents smarter and easier for you. If, however, you feel like Nitro doesn’t fulfill your needs, we’re here to help make things right.
We understand you want the perfect fit and that’s why we offer a trial version of Nitro Pro. During this trial you can test all the functionality of the software to be sure it suits your needs and desires.
To ensure Nitro Pro is the perfect fit, you can experience all of Nitro Pro’s powerful features in our free 14-day trial. You’ll also have access to our User Guide, Knowledge Base, and Community Forum to help you maximize your trial and answer any questions you may have.
Experience the Nitro difference for yourself by downloading your free trial today.
You may be approved for a refund if you purchased Nitro from our online store at www.gonitro.com and one of the following conditions applies:
While these conditions are guidelines, all refunds are made at Nitro’s sole discretion.
We’re sorry to hear that Nitro wasn’t the perfect fit for your needs. If the conditions listed above apply to you, please follow this step-by-step guide to apply for a refund:
Note: We will notify you when we have processed your refund request or if we need additional information. Once your request has been processed, please allow 5–8 business days for the refund to appear in your account.
If you purchased Nitro Pro directly through a Nitro sales representative or reseller, please reach out to your Account Executive or reseller to discuss potential refund options.
Updated 17 December 2015
As used in this End User License Agreement ("EULA"), references to "Nitro" are to Nitro Software, Inc., a California corporation at 225 Bush St. 7th Floor, San Francisco, CA 94104 USA, and references to "Licensee" or to "you" are references to the party that has accepted the License to use the Licensed Software in accordance with the Terms and Conditions. Capitalized terms used and not defined in the body of this EULA are defined in Clause 19 below.
YOUR USE OF THE LICENSED SOFTWARE IS CONDITIONED UPON YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS EULA, INCLUDING WITHOUT LIMITATION THE LIMITED WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS EULA, DO NOT MAKE ANY USE OF THE LICENSED SOFTWARE. ANY USE BY YOU OF THE LICENSED SOFTWARE, OR ANY PORTION THEREOF, CONSTITUTES YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS EULA.
Subject to the terms and conditions of this EULA, Nitro hereby grants to Licensee a non-exclusive, non-transferable (except as expressly permitted herein), limited license ("License") to use the Licensed Software in the manner described in the Documentation solely for Licensee's use. For purposes of this EULA, "Licensed Software" means Nitro’s desktop software application (in object code form) licensed by Nitro to Licensee with which this EULA is provided and to which it pertains, including the following (as applicable):
1.1 Nitro-proprietary computer information and software included in the Licensed Software;
1.2 third party-proprietary computer information or software that Nitro has licensed for inclusion in the Licensed Software;
1.3 written materials or files relating to the Licensed Software (“Documentation”);
1.4 fonts;
1.5 modified versions, updates and additions to the Licensed Software, if any (collectively, “Updates”); and
1.6 copies of the Licensed Software, if any, created by Licensee as permitted hereunder.
Licensee may install one copy of the Licensed Software on a single computer. The primary user of the computer on which the Licensed Software is installed may install a second copy of the software for his or her exclusive use on either a portable computer or a computer located at his or her home, provided the software on the portable or home computer is not used at the same time as the software on the primary computer. Licensee shall be solely responsible for all expenses incurred in Licensee’s installation of the Licensed Software.
Licensee may make one (1) copy of the Licensed Software for backup or archival purposes only. Nitro's copyright and trademark notices, and the copyright and trademark notices of third parties shall not be removed from such copy, and the Documentation may not be duplicated.
The Licensed Software contains technological measures that are designed to prevent its unlicensed or illegal use. The Licensed Software may contain enforcement technology that limits Licensee's ability to install and uninstall the Licensed Software on a machine to no more than a finite number of times, and for a finite number of machines. The Licensed Software may require activation as explained during installation and in the Documentation. If any such applicable activation procedure(s) is not followed, then the Licensed Software may only operate for a finite period of time. If activation is required, and not completed within the finite period of time set forth in the Documentation and explained during installation, then the Licensed Software will cease to function until activation has been completed, at which time functionality will be restored. If Licensee has any problem with the activation process, Licensee should contact Nitro customer support.
Except for the Licenses granted herein, there are no other licenses, express or implied, granted to Licensee. Licensee shall not and shall not permit any User to (a) rent, loan or re-license rights to access and/or use the Licensed Software; (b) modify, disassemble, decompile, or reverse engineer software included as part of the Licensed Software; (c) share activation codes; (d) modify, adapt, translate, sublicense, rent or lease all or any portion of the Licensed Software; (e) use the Licensed Software as a hosted application, whether in connection with a facility management, timesharing, service provider, and/or service bureau arrangement or otherwise; (f) create any derivative works of all or any portion of the Licensed Software or Documentation (and any derivative works created in violation of this EULA shall be the sole and exclusive property of Nitro without waiver or limitation of Nitro's other rights and remedies with respect to such violation) or (g) use the Licensed Software in any way not expressly provided for in this Agreement. In using the Service, Licensee shall be responsible for all activities that occur under Licensee’s account. Licensee may not use a previous version of the Software after receiving an Enhancement or Upgrade as a replacement to a prior version and Licensee may not use the Licensed Products in the operation of any equipment in which the failure thereof could lead to personal injury, death, or damage to property. Licensee shall not remove or obscure Nitro's copyright or trademark notices, or the copyright and trademark notices of third parties that Nitro has included with the Licensed Products. Licensee shall abide by all applicable local, state, national and foreign laws and regulations in connection with its use of the Licensed Products, including all applicable import, export and re-export control laws and regulations of any country, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 428/2009 on the control of exports of dual-use items and technology, and country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, including any measures implemented by the U.S. Office of Foreign Assets Control. Licensee agrees that as between Licensee and Nitro, Licensee is solely responsible for compliance related to the manner in which Licensee and its Users choose to use the Licensed Products, including Licensee’s and its Users’ transfer and processing of content via the Licensed Products.
If the Licensed Software is an Update to a previous version, Licensee must possess a valid License to the previous version. Any Update provided to Licensee is made on a License exchange basis such that Licensee agrees, as a condition for receiving an Update, that Licensee will terminate all of Licensee's rights to use any previous version of the Licensed Software. However, Licensee may continue to use the previous version only to assist in transitioning to the Updated version. Once an Update has been released, Nitro may cease support for prior versions, without any notice to Licensee.
Nitro is not obligated by this EULA to provide Licensee with any technical support services relating to the Licensed Software; however, Licensee may order additional support services for an additional charge as Nitro may offer from time to time during the term of this EULA.
The Licensed Software, including any and all Updates and any authorized copies thereof that Licensee makes are the intellectual property of, and are owned solely by, Nitro and by third parties whose intellectual property has been licensed by Nitro. The structure, organization and code of the Licensed Software are the valuable Confidential Information of Nitro and such third parties. The Licensed Software is protected by law, including without limitation, the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly provided in this EULA, Licensee is not granted any rights under Nitro's or its licensors' intellectual property rights in the Licensed Software, and Nitro and such licensors reserve all rights not expressly granted to Licensee under this EULA.
If the Licensee is a branch or agency of the U.S. Government, Licensee acknowledges and agrees that the Licensed Products and Documentation qualify as "commercial items," as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Use of the Licensed Products or Documentation by the Government constitutes acceptance of the rights and restrictions in this Agreement.
Licensee agrees that during and after the existence of this Agreement it will hold in strictest confidence, and will not use for any purpose unrelated to its performance of this Agreement or disclose to any third party, any Confidential Information of Nitro. The term “Confidential Information” shall mean all non-public information, whether business or technical in nature, that Nitro designates as being confidential, or which under the circumstances of disclosure ought to be treated as confidential and shall include (but is not limited to) information concerning business methods, business plans, new product launches, customer and vendor information, internal policies and procedures and pricing and other financial information. Licensee shall not disclose the terms or conditions of this Agreement without the prior written consent of Nitro, except (a) as may be required by law or (b) to its employees, contractors or agents who have a specific need to know such information and who are under a written obligation of confidentiality at least as restrictive as that contained in this Section. Notwithstanding the foregoing, information will not be deemed confidential if it (i) was known to Licensee, and such information was acquired through proper methods, prior to its receipt from Nitro, as evidenced by written records of Licensee; (ii) is now or (through no act or failure on the part of Licensee) later becomes generally known through no breach of this Agreement by Licensee; (iii) is supplied to Licensee by a third party that is free to make that disclosure without restriction; or (iv) is independently developed by Licensee without use of or reference to any Confidential Information provided by the disclosing party. The restrictions on disclosure imposed by this Section shall not apply to information that is required by law or order of a court, administrative agency or other governmental body to be disclosed by Licensee, provided that in each such case Licensee provides Nitro with prompt written notice of such order or requirement and reasonably assists Nitro in obtaining a protective order or other appropriate relief.
Each party warrants that it has the full power and authority to enter into this EULA.
Nitro warrants that any media on which the Licensed Software is distributed shall be free from material defects for a period of thirty (30) calendar days from the date of receipt of the License. If Licensee discovers a defect in the media during this thirty (30) day period, Licensee may return the defective media to Nitro within ten (10) calendar days of discovering the defect, and Licensee's sole remedy shall be to have the defective media replaced.
The Licensed Software is provided to Licensee “AS IS.” Nitro, and Nitro's LICENSORS AND suppliers, make no warranty as to its use or performance. NITRO, AND NITRO'S LICENSORS AND SUPPLIERS, MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR TERMS (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF DEALING, TRADE PRACTICE OR OTHERWISE) AS TO THE LICENSED SOFTWARE, INCLUDING WITHOUT LIMITATION TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND ONLY TO THE EXTENT THAT, ANY SUCH REPRESENTATION, WARRANTY CONDITION OR TERM MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.
The warranties expressly set out in this EULA are the only warranties that each party gives to the other in respect of the subject matter of this EULA. All other Representations, warranties, conditions, or terms (express or implied, whether by statute, common law, custom, usage, COURSE OF DEALING, TRADE PRACTICE or otherwise) AS TO ANY MATTER ARE EXCLUDED OR LIMITED, EXCEPT FOR, AND ONLY TO THE EXTENT, THAT ANY SUCH REPRESENTATION, WARRANTY, CONDITION OR TERM MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. NITRO EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING THE ABILITY OF THE LICENSED SOFTWARE TO COMPLETELY OR ACCURATELY REDACT CONTENT.
15.1 Licensee shall indemnify, defend and hold harmless Nitro, Nitro's suppliers, and their respective affiliates, officers, directors, employees, representatives, and agents from and against all losses, damages, claims, liabilities, costs or expenses of whatever form or nature, including attorney’s fees and other costs, arising out of or related to Licensee's use of the Licensed Software, except to the extent caused by the gross negligence or wilful misconduct of Nitro or subject to Nitro's indemnification obligation under Section 15.2 below. Nitro shall promptly notify Licensee in writing of any such claim; and Licensee shall have the exclusive right to control the defense of such claim, provided that if Licensee does not undertake such defense, or fails to prosecute such defense with reasonable care and diligence, Nitro at its option may undertake the defense of such claim and Licensee shall be liable for all costs incurred by Nitro in connection therewith. In no event shall either party settle or compromise any such claim without the other party's prior written approval, provided that (a) no such approval shall be required from a party provided with a complete release of claims and subject to no liability under such settlement or compromise, and (b) Nitro shall not be required to obtain the prior approval of Licensee if Licensee fails to undertake the defense of such claims hereunder, or fails to prosecute such defense with reasonable care and diligence. Nitro may, at its own cost and expense, assist in the defense of any such claim and be represented by counsel of its choice, provided that if Nitro undertakes the defense because Licensee fails to do so or fails to prosecute the defense with reasonable care and diligence, Licensee shall be liable for all costs incurred by Nitro in connection therewith.
15.2 Nitro shall indemnify, defend and hold harmless Licensee, its affiliates, and their respective officers, directors, employees, representatives, and agents from and against all losses, damages, or expenses of whatever form or nature, including reasonable attorneys’ fees and other costs, arising out of or related to any third party claim that the Licensed Software violates any patent, copyright or trade secret right of such third party, provided that: (i) Licensee's use of the Licensed Software is in accordance with the terms of this EULA; (ii) Nitro is promptly notified in writing of any such claim; and (iii) Nitro shall have the exclusive right to control the defense of such claim. In no event shall Licensee settle or compromise any such claim without Nitro's prior written approval. Licensee may, at its own cost and expense, assist in the defense of any such claim and be represented by counsel of its choice. In addition, if the Licensed Software becomes, or in Nitro’s opinion is likely to become, the subject of an infringement claim, Nitro may, at its option and expense, either: (i) obtain for Licensee the right to continue to use the Licensed Software; or (ii) modify the Licensed Software so that it becomes non-infringing; or (iii) only in the event that options (i) and (ii) above are not commercially reasonable, terminate the License with respect to the infringing components of the Licensed Software without any further obligation to Licensee. This Clause 15.2 states the entire liability of Nitro with respect to any of the foregoing or any liability for any third party claims of infringement, misappropriation or violation of proprietary rights.
EXCEPT FOR LIABILITY OF LICENSEE ARISING UNDER CLAUSES 5 (RESTRICTIONS/RESERVATION OF RIGHTS), 10 (CONFIDENTIALITY), and 18.2 (GENERAL; RESTRICTIONS ON TRANSFER), IN NO EVENT SHALL EITHER PARTY (OR IN THE CASE OF NITRO, NITRO'S LICENSORS OR SUPPLIERS), BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY LOST REVENUE, LOST PROFITS. LOST SAVINGS, LOST BUSINESS OR LOSS OF GOODWILL, EVEN IF ITS REPRESENTATIVE (OR IN THE CASE OF NITRO, A REPRESENTATIVE OF ONE OR MORE OF NITRO'S LICENSORS OR SUPPLIERS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.
EXCEPT FOR LIABILITY OF LICENSEE ARISING UNDER CLAUSES 5 (RESTRICTIONS/RESERVATION OF RIGHTS), 10 (CONFIDENTIALITY), and 18.2 (GENERAL; RESTRICTIONS ON TRANSFER) AND THE PARTIES' RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, THE AGGREGATE LIABILITY OF NITRO, AND NITRO'S LICENSORS AND SUPPLIERS, AND LICENSEE, RESPECTIVELY, UNDER OR IN CONNECTION WITH THIS EULA, SHALL BE LIMITED TO THE ANNUAL CONTRACT VALUE (AS DEFINED IN SECTION 19 BELOW).
Nitro shall be entitled to terminate this EULA effective immediately upon serving written notice on the Licensee in the following circumstances; if Licensee commits a material breach of any of its obligations under this EULA which is not capable of remedy or if Licensee commits a material breach of any of its obligations under this EULA which is not remedied within fifteen (15) calendar days after receipt of a notice from Nitro. Termination of this EULA shall not affect any rights, obligations or liabilities of either party which have accrued before termination or which are intended to continue to have effect beyond termination. Without limiting the generality of the foregoing, Clauses 4, 5, 8, 10, 13-16 (inclusive), 17.1.3, 17.1.4, 18 (excluding Clause 18.4) and 19 shall survive any termination of this EULA. Upon termination of this EULA, Licensee shall return to Nitro all copies of the Licensed Software, or verify in writing that all copies of the Licensed Software have been destroyed.
18.1 Except for the service of process pursuant to court proceedings and except as otherwise expressly agreed by amendment of this EULA, any notices in connection with this EULA from Licensee to Nitro shall be sent to Nitro at 225 Bush St 7TH Floor, San Francisco, CA 94104, USA, and any notices in connection with this EULA from Nitro to Licensee shall be sent to Licensee's email address as provided to Nitro upon registration (including without limitation upon registration with Nitro for technical support whether as provided in Clause 7 above or otherwise). Except as otherwise agreed, notice shall be deemed to have been given if sent for overnight delivery by an internationally recognized courier requiring a signature evidencing receipt, the next business day, and if sent by registered mail, return receipt requested, five (5) days after the mail is sent. Licensee warrants that any email address provided to Nitro will be valid, and that Licensee shall notify Nitro of a new email address if the previous email address becomes invalid.
18.2 Licensee may not, in whole or part, sublicense, assign, transfer, sell or otherwise dispose of the Licensed Software, or any of its any rights or obligations under this EULA, whether by merger, operation of law, assignment, sale or otherwise, without Nitro’s express prior written consent. This EULA shall be binding upon and inure to the benefit of the permitted successors and assigns of Licensee hereto.
18.3 Nitro shall be entitled to sub-contract any or all of its obligations under this EULA to a sub-contractor. Nitro shall also be entitled to assign this EULA to any of its affiliates or to any successor in interest to all or substantially all of its business or assets related to this EULA, in each case whether by merger, operation of law, assignment, purchase or otherwise. This EULA shall be binding upon and inure to the benefit of the successors and assigns of Nitro hereto.
18.4 Nitro may use Licensee’s name and logos to identify Licensee as a Nitro licensee in general marketing materials or otherwise.
18.5 Nitro runs a Product Improvement Program, under which Nitro may collect anonymous information in order to determine which features users use most often and to help solve problems. Nitro only collects NON-PERSONALLY IDENTIFIABLE information about this installation and software usage. Collection of this information occurs in accordance with the Nitro Privacy Policy (https://www.gonitro.com/support/privacy-policy).
18.6 If any provision or part of any provision of this EULA is found to be invalid or unenforceable by any court or other competent body, that provision or part shall be enforced to the maximum extent permissible and such invalidity or unenforceability shall not affect the other provisions (or parts thereof) of this EULA, and such other provisions (and parts thereof) shall remain in full force and effect.
18.7 Neither party shall be liable for any delay or failure in the performance of its obligations under this EULA if such delay or failure is due to an event of Force Majeure.
18.8 If either party fails to exercise a right or remedy that it has or which arises in relation to this EULA, such failure shall not prevent that party from exercising that right or remedy subsequently in respect of that or any other incident.
18.9 A waiver of any breach of provision of this EULA shall only be effective if it is made in writing and signed on behalf of the party who is waiving the breach of provision. Any waiver of a breach of any provision of this EULA shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other provision of this EULA.
18.10 This EULA and all matters arising out of it shall be governed by, and construed in accordance with, the laws of the State of California. The state and federal courts situated in the City and County of San Francisco, California, USA shall have exclusive jurisdiction over any claim or matter which may arise out of or in connection with this EULA, and each party hereby consents to such jurisdiction and waives any objection to venue in such courts. Notwithstanding the foregoing, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in any court of competent jurisdiction in order to enforce the instituting party’s rights hereunder through specific performance, injunction or other equitable relief.
18.11 Modifications of or amendments to this EULA may be made by Nitro at any time by posting a modified version of this EULA reflecting such amendments on www.gonitro.com including without limitation where such amendment is: (i) required by law, regulation or court order (or is made in anticipation of an impending change in applicable law or regulation), or (ii) made in the ordinary course of Nitro’s business, applicable to substantially all of Nitro's licensees located in the Licensee's jurisdiction that have agreed to terms similar to those set out in this EULA. Licensee may terminate this EULA by ceasing all use of the Licensed Software and returning to Nitro or destroying all copies of the Licensed Software if Licensee does not agree with the amendment. The amendment shall be deemed accepted by Licensee if Licensee does not terminate this EULA.
18.12 This EULA sets out all of the terms agreed between the parties relating to the subject matter of this EULA, and this EULA supersedes any and all prior and contemporaneous representations, discussions, undertakings, communications, arrangements advertisements and understandings relating to its subject matter. Neither of the parties shall be bound by, or liable to the other party for, any representation, undertaking or inducement (other than fraudulent misrepresentations) made by it or by any agent or person acting on its behalf which is not expressly contained in this EULA.
18.13 The parties hereby agree that nothing in this EULA shall be construed as creating a right which is enforceable by any person who is not a party to this EULA or a permitted assignee of such a party.
18.14 In this EULA:
18.14.1 any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time;
18.14.2 except for the reference contained in Clause 10 of this EULA, references to Clauses are to the clauses of this EULA;
18.14.3 the singular includes the plural and vice versa;
18.14.4 the headings are for ease of reference only and shall not affect the construction or interpretation of this EULA;
18.14.5 where any matter is to be agreed, such agreement shall be recorded in writing; and
18.14.6 wherever the words “including”, “include”, “includes” or “included” are used, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires.
“Annual Contract Value” means the actual amounts paid or payable by Licensee under this EULA (excluding all applicable taxes) in the Contract Year in which any claim arises;
“Contract Year” means the twelve calendar month period beginning on the Effective Date and each anniversary thereof;
“Documentation” means Nitro’s then-current instructions, user manuals, training materials and other materials in written or electronic form generally made available to its licensees relating to the Licensed Products.
“Effective Date” means the date of Licensee's receipt of the License;
“Force Majeure” means any act of government or state, civil commotion, epidemic, fire, flood, industrial action or organised protests by third parties, natural disaster, war, act of terrorism, services provided by third parties, or event beyond the reasonable control of the party claiming to be excused from performance of its obligations;
“Term” means the period commencing with the Effective Date (the first day of the first Contract Year) and ending on the Termination Date;
“Termination Date” means the effective date of termination of this EULA pursuant to Clause 17; and
“Terms and Conditions” means the terms and conditions of this EULA, as amended from time to time as provided for herein.