OptiDep  
 
Form of Revocable-at-Will End-User License Agreement
 
 



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.

 

Copyright 2002-2017 OptiDep Corp.  All rights reserved.