Pintura License Terms

Last updated: 2024-09-02

These License Terms apply to (the use of) the Software. Please read these License Terms carefully so that you know what your rights and obligations are when using the Software.

1. Definitions and applicability

In these License Terms, the following terms, indicated with a capital, whether single or plural, will have the following meaning:
1. Agreement means the agreement between PQINA and the Customer to perform the Services, including the provisions of these License Terms;
2. Customer means the natural person or legal entity that has bought a license to use the Software and agreed to these License Terms;
3. Developer means the natural or legal entity that works directly or indirectly with/on the Software, including but not limited to front-end developers, back-end developers, testers, designers.
4. Domain means a unique name or address by which a website is reachable. If a website is reachable by the address "https://www.example.com", the Domain is "example.com";
5. End User means an end user of the Product who acquires a license to such solely for their own use and not for distribution, resale, user interface design, or software development purposes;
6. Enterprise License has the meaning given to it in article 2 of these License Terms;
7. Hobbyist License has the meaning given to it in article 2 of these License Terms;
8. Intellectual Property Rights means any intellectual property rights, including but not limited to rights such as copyrights, database rights, domain names, model rights, neighboring rights, patents, trade mark rights, trade name rights, as well as the rights to know-how and trade secrets;
9. Intranet means a private network accessible only to the Customer’s staff;
10. License Terms means these license terms, available for download and print at pqina.nl/pintura/license;
11. License Type means the specific license type for the (use of the) Software, as defined in article 2;
12. Modification means any revision, adaptation, or derivative of the Software produced by the Customer;
13. Parties means PQINA and the Customer;
14. Party means PQINA or the Customer;
15. PQINA means the private company with limited liability under the laws of the Netherlands Pqina BV, established in Veldhoven, 5502BH, Sint Willibrordusstraat 16, registered in the trade register of the (Dutch) Chamber of Commerce under number 73206164;
16. Product means any software, application, or elements that the Customer developed using the Software or Modifications in accordance with these License Terms. A family of Products or a group of Products does not constitute a Product within the frames of these License Terms;.
17. Service means the provision of the Software and/or any other services provided by PQINA to the Customer;
18. Development Team License has the meaning given to it in article 2 of these License Terms;
19. Software means the Pintura Image Editor software;
20. Terms and Conditions means the general terms and conditions of PQINA which apply to the Agreement, including to the (use of the) Software, available for download and print at pqina.nl/terms;
21. Website means the website of PQINA, available at pqina.nl, including all underlying pages.
In addition to these License Terms, the Terms and Conditions also apply to the Agreement and the provision and use of the Software.
Any terms and conditions of the Customer do not apply and are expressly rejected.

2. License Types

PQINA offers the following 3 (three) different License Types for the (use of the) Software:
1. Hobbyist License The Hobbyist License gives the Customer, which shall be a Developer, the right to include the Software in 1 (one) Product developed by the Customer. At no time may the Software be used for development purposes by other individuals than the Customer. The Customer may only use this license type if his company revenue (or funding) in the past 12 (twelve) months is below US$100,000. This license is only valid for companies with no more than three (3) individuals, including founders, CEOs, and all employees or contractors, whether full-time, part-time, or remote workers. The Hobbyist License allows the Customer to use the Software in a Product only within the following contexts:
  1. on 1 (one) Domain;
  2. on 1 (one) software-as-a-service (SaaS), mobile application, or desktop application;
2. Development Team License The Development Team License gives the Customer, which can be a Developer or a company, the right to include the Software in any number of Products developed by the Customer, his employees, or his contractors, until his development team exceeds 5 (five) Developers. Additional Development Team Licenses can be purchased to extend the development team limit. The Development Team License allows the Customer to use the Software in a Product only within the following contexts:
  1. on unlimited Domains;
  2. on unlimited software-as-a-service (SaaS), mobile applications, desktop application or Intranet applications;
3. Enterprise License The Enterprise License gives the Customer, which can be a Developer or a company, the right to include the Software in any number of Products developed by a predefined maximum number of its employees or contractors. The Enteprise License allows the Customer to use the Software in a Product only within the following contexts:
  1. on unlimited Domains;
  2. software-as-a-service (SaaS), mobile applications, desktop application or Intranet applications;
  3. gives the Customer access to the original source files and source code of the Software. Customer has the obligation to repeatedly and timely download the Software’s source code. In the event of the incapacitation of the owner of PQINA, the dissolution of PQINA as an entity, or the cessation of its operations, expressly excluding any scenarios wherein PQINA is acquired by, merged with, or transferred to another corporate entity, and such incapacitation, dissolution, or cessation results in an inability to fulfill obligations related to the maintenance of the Software or the provision of support, the source code may be employed exclusively for the continuation of development on projects that were initiated and actively in development prior to the onset of the aforementioned circumstances, subject to compliance with the terms set forth in the Agreement.
The Customer represents and warrants that it acquired the correct License Type and that it shall not acquire a License Type which is not applicable to its situation.

3. Use of the Software

PQINA grants the Customer a revocable, non-exclusive, non-transferable, limited license:
1. for the use of the Software by the number of Developers and for the number of Modifications and Products as dictated by the purchased License Type;
2. for the Customer to distribute the Software and/or Modifications to an unlimited number of End Users solely as integrated into the Products; and
3. for End Users to use the Software as incorporated into the Products in accordance with the terms of the Agreement.
The right granted by PQINA to Customer to use the Software is a perpetual right. All other rights granted by PQINA to Customer, so besides the right to use the Software, are granted for the term of the subscription taken out by Customer. These other rights include, but are not limited, to the right and/or access to updates, support, maintenance and private npm. These rights expire when the subscription of Customer ends.
Except as, and to the extent, explicitly permitted in these License Terms, the Customer shall explicitly, without limitation, not:
1. permit any third party access or use – remotely or otherwise – to respectively of (parts of) the Software;
2. modify or adapt (parts of) the Software or create derivative works of the Software, unless expressly permitted in writing by PQINA.;
3. distribute (parts of) the Software to any third party;
4. reverse engineer, disassemble, decompile or make any attempt to discover the source code of (parts of) the Software, except and to the extent allowed by a mandatory or peremptory rule of applicable (local) law; and/or
5. sublicense, sell, rent or lease any portion of (parts of) the Software or any of its rights under these License Terms, or to grant restrictive rights thereto.
The Customer shall not use the Software for any other purpose than expressly allowed under these License Terms, the Terms and Conditions or a mandatory or peremptory rule of applicable (local) law, and only insofar such use is absolutely necessary for those purposes.
The Customer is not allowed to make a backup copy of the Software. On the Customer’s request, PQINA can decide, at its sole discretion, to make a backup copy for the Customer at the expense of the Customer. The Customer is not allowed to use this copy independently or to sell or distribute the copy.
The Customer is not allowed to enable End Users to produce separate applications that incorporate (parts of) the Software.
The Customer is responsible for meeting the technical and functional requirements and using the electronic communication facilities that are necessary to be able to use the Software. The risk of loss, theft or damage to any of its data shall at all times be borne by the Customer.
The Customer shall not use the Software in relation to unlawful actions or in relation to actions which are otherwise prohibited under applicable law.
In the event that PQINA is of the opinion that due to the use of the Software by the Customer damages or other danger can occur in relation to PQINA and/or third parties, PQINA is entitled to take all reasonable measures in order to prevent or avert these dangers which it may deem necessary, at its sole discretion and without becoming liable for compensation.

4. Intellectual Property Rights

All Intellectual Property Rights regarding the Software exclusively belong to PQINA and/or its licensors. PQINA and/or its licensors retain all ownership and Intellectual Property Rights to the Software. These License Terms do not constitute a transfer to the Customer of any title or Intellectual Property Rights in or related to the Software.
The Customer shall only acquire those rights that are explicitly granted in these License Terms.
To the extent the Customer unexpectedly becomes the rightholder and/or owner by operation of law of an asset protected by an Intellectual Property Right, the Customer shall transfer these Intellectual Property Rights (back) to PQINA in advance, whereby the Customer shall grant PQINA all necessary cooperation and an irrevocable authorisation to effect such transfer. To the extent that the Customer is entitled to personality rights under an Intellectual Property Right, the Customer shall waive such personality rights to the extent possible. If such a waiver is not legally possible, the Customer undertakes not to exercise these personality rights against PQINA and/or third parties without PQINA's prior written consent.
The Customer shall not be permitted to remove or amend any details in relation to Intellectual Property Rights from the Software.
The Customer shall under no circumstances be permitted to remove or circumvent technical provisions or to arrange for this to be carried out.
PQINA shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license, if protected by any Intellectual Property Rights at all, to use and incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by the Customer, relating to (the operation of) the Software.

5. Limitation of liability

The liability of PQINA for damages suffered by the Customer as a result of an attributable breach of its obligations and/or due to any unlawful act of PQINA, its employees, or third parties engaged by PQINA, is excluded.
To the extent that the liability of PQINA cannot be excluded, it is limited to the compensation of direct damages, up to the net amount received by PQINA for the Software to which the damage is attributable, and in any case, limited to a maximum of EUR 5,000 per event. The total compensation for direct damages will never exceed the amount covered by PQINA’s business liability insurance policy.
Direct damages shall solely mean:
1. material damage to property;
2. reasonable costs incurred to prevent or limit direct damages that could be expected as a result of the event on which the liability is based; and
3. reasonable costs incurred to determine the cause of the damage.
Liability of PQINA for indirect damages is excluded. Indirect damages include all damages that are not direct damages, and therefore include, but are not limited to, loss of production, consequential damages, loss of profits, missed savings, business interruption, damages to third parties, loss of goodwill, etcetera.
The Software is provided on a “as is” basis and PQINA makes no warranties regarding the performance, functionality, or fitness for a particular purpose of the Software. PQINA shall not be liable for any damages arising from the use of the Software.
The exclusions and limitations mentioned in this Article 5 will not apply in case the damage results from the intent or conscious recklessness of PQINA or its management.

6. Term and termination

The license to use the Software is granted for an initial period as specified in the accompanying license agreement between PQINA and the Customer. This period commences on the date of purchase, download, or installation of the Software, depending on the nature of the agreement.
Upon expiry of the period referred to in the previous paragraph, the license shall terminate by operation of law, without the need for written notice of termination by either Party.
The Customer may decide to terminate the license at any time by uninstalling the Software and removing all copies of the Software from any systems and devices on which the Software is installed.
PQINA reserves the right to terminate the license immediately under, amongst others, the following events:
1. Customer’s breach of the terms and conditions as set forth in these license terms;
2. copying, modifying, distributing, reverse-engineering, unless permitted by mandatory law, or otherwise infringing upon PQINA’s Intellectual Property Rights by the Customer;
3. using the Software in an unlawful or immoral manner by the Customer;
4. Customer’s breach of the applicable License Type (Article 2), including but not limited to sharing the license key or using the Software by the Customer on more devices than allowed in the license agreement;
5. the Customer is declared bankrupt;
6. (provisional) suspension of payment has been granted to the Customer;
7. change of circumstances of such nature that fairness requires the immediate or short-term termination of the license.
A license terminates by operation of law, including in the event of a legal event entailing the dissolution of the legal entity of the other Party and the cessation of the business of the legal entity of the other Party.
Upon termination of the license, for any reason, the Customer must immediately cease the use of the Software and destroy and remove all copies of the Software from any systems and devices on which the Software is installed.
Following termination , the Customer is not entitled to any refund of any paid license fees unless otherwise agreed in the license agreement.

7. Applicable law and disputes

The Agreement, the provision of the Software and all legal acts and disputes arising therefrom shall exclusively be governed by the laws of the Netherlands, to the extent allowed by a mandatory or peremptory rule of law. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not apply.
All disputes between Parties shall be resolved initially by mutual agreement between Parties.
If Parties are unable to resolve the dispute through mutual consultation after thirty (30) days, either Party is entitled to commence an ICT-Mediation procedure in accordance with the ICT-Mediation Rules of the Stichting Geschillenoplossing Automatisering. The other Party is obliged to participate actively and constructively in ICT-Mediation proceedings initiated.
If within 60 (sixty) days from the commencement of the mediation the Parties cannot resolve the disputes by mediation, they shall be settled exclusively by arbitration in accordance with the Arbitration Rules of the Stichting Geschillenoplossing Automatisering, having its registered office in The Hague.
The preceding paragraphs are without prejudice to the right of each Party to obtain interim relief or to take precautionary measures through the exclusively competent court of the District Court of Oost-Brabant, Eindhoven.

8. Other provisions

In these License Terms, "in writing" also means communication by email, if and to the extent that the identity of the sender and the integrity of the content of the communication are sufficiently established.
In the event that any term or provision in these License Terms shall be held to be illegal, invalid, or unenforceable, in whole or in part, under any applicable law or be so held by applicable court decision, such term or provision or part thereof, will be interpreted to best reflect the Parties’ intent, and the remainder of these License Terms will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.
All notices or communications, permitted or required under these License Terms, shall be in writing.
No term or provision of these License Terms shall be varied or modified by any prior or subsequent statement, conduct or act of the Customer, except that hereafter the Parties may amend these License Terms only by a subsequently dated written amendment signed by the duly authorized representatives of both Parties.
PQINA may amend or supplement these License Terms at any time. The Customer will be notified of any amendments by email and/or by any updates to the Software and/or through the Website. The new version of the License Terms will be available for viewing and downloading on the Website. If the Customer does not agree with the amended or supplemented License Terms, the Customer’s exclusive remedy is to no longer use the Software and to terminate the Agreement.
The version of any communication and/or reports received or stored by PQINA serves as authentic and binding proof, subject to evidence to the contrary provided by the Customer.
PQINA has the right to engage third parties for the full or partial performance of its rights and/or obligations under these License Terms.
The Customer may only transfer its rights and obligations under these License Terms to a third party with PQINA’s prior written permission.