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Legal notice:
OptiDep software is not sold, given away or
otherwise alienated. Rather, copies of OptiDep software are put out
under a revocable license for a limited term. THE TERMS AND CONDITIONS
OF THIS END-USER LICENSE AGREEMENT APPLY TO YOU. Be sure to read the
agreement.
END-USER LICENSE AGREEMENT
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR
ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF
THIS AGREEMENT, INCLUDING IN PARTICULAR THE LIMITATIONS ON USE,
TRANSFERABILITY, WARRANTY AND LIABILITY. YOU AGREE THAT THIS AGREEMENT
IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF
YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
1. Software License.
OptiDep Corp., a Delaware corporation, grants to you a revocable license
for a limited term. The term is limited to the period ending, but not
including, [Month] [Day], [Year]. Unless revoked, and during the term,
the license is yours as long as you comply with the terms of this End
User License Agreement (this "Agreement"). The license is non-exclusive
and is limited to using the Software for the purposes that OptiDep
describes in its various materials.
2. No Modification. You may not
alter or modify the Software or create a new installer for the Software.
You are not authorized to integrate the Software with any other
software, plug-in or enhancement. You are not authorized to use the
Software except to mask and unmask documents.
3. Intellectual Property
Rights. The original Software and any copies that are made are the
intellectual property of and are owned by OptiDep Corp. The structure,
organization and code of the Software are the valuable trade secrets and
confidential information of OptiDep Corp. The Software is protected by
copyright, including without limitation United States Copyright Law,
international treaty provisions and applicable laws in the country in
which it is being used. Any copies must contain the same copyright and
other proprietary notices that appear on or in the original Software.
Unless specifically and expressly permitted by OptiDep, you agree not to
modify, adapt or translate the Software. You also agree not to reverse
engineer, de-compile, disassemble or otherwise attempt to discover the
source code of the Software except to the extent that you may be
expressly permitted under applicable law. Trademarks shall be used in
accordance with accepted trademark practice, including identification of
the trademark owner's name. Any use of a trademark does not give you any
rights of ownership in that trademark. This Agreement does not grant you
any intellectual property rights, and all rights not expressly granted
herein are reserved by OptiDep.
4. Transfer. You may not, rent,
lease, sub-license or authorize all or any portion of the Software to be
copied onto another user's computer unless the receiving party accepts
the terms and conditions of this Agreement and any other terms and
conditions upon which a license to the Software was legally
acquired.
5. NO WARRANTY. The Software is being delivered to you "AS
IS" and OptiDep makes no warranty as to its use or performance. OPTIDEP
DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY
USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION
OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR
LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, OPTIDEP MAKES NO
WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED
WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY
MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY
RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS
FOR ANY PARTICULAR PURPOSE.
6. LIMITATION OF LIABILITY. IN NO EVENT
WILL OPTIDEP BE LIABLE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR
ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR
LOST SAVINGS, EVEN IF AN OPTIDEP REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY
ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE
EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. OPTIDEP'S
AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE
LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, AND YOU ACKNOWLEDGE THAT
NOTHING HAS BEEN PAID FOR THE SOFTWARE, SO OPTIDEP HAS NO SUCH
LIABILITY. Nothing contained in this Agreement limits OptiDep's
liability to you in the event of death or personal injury resulting from
OptiDep's negligence or for the tort of deceit (fraud).
7. Export
Rules. You agree that the Software will not be shipped, transferred or
exported into any country or used in any manner prohibited by the United
States Export Administration Act or any other export laws, restrictions
or regulations (collectively the "Export Laws"). In addition, if the
Software is identified as export controlled items under the Export Laws,
you represent and warrant that you are not a citizen, or otherwise
located within, an embargoed nation (including without limitation Iran,
Iraq, Syria, Sudan, Libya, Cuba and Serbia) and that you
are not otherwise prohibited under the Export Laws from receiving the
Software. All rights to Use the Software are granted on condition that
such rights are forfeited if you fail to comply with the terms of this
Agreement.
8. Governing Law. This Agreement will be governed by and
construed in accordance with the substantive laws in force in the State
of New York. The courts of New York shall have jurisdiction over all
disputes relating to this Agreement. This Agreement will not be governed
by the conflict of law rules of any jurisdiction or by the United
Nations Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded.
9. General Provisions. If
any part of this Agreement is found void and unenforceable, it will not
affect the validity of the balance of the Agreement, which shall remain
valid and enforceable according to its terms. This Agreement shall not
prejudice the statutory rights of any party dealing as a consumer. This
Agreement may only be modified by a writing signed by an authorized
officer of OptiDep. Updates may be licensed to you by OptiDep with
additional or different terms. This is the entire agreement between
OptiDep and you relating to the Software and it supersedes any prior
representations, discussions, undertakings, communications or
advertising relating to the Software.
10. Compliance with License.
You agree that upon request from OptiDep or OptiDep's authorized
representative, you will within thirty (30) days fully document and
certify that use of any and all Software at the time of the request is
in conformity with your license from OptiDep.
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