1. DEFINITIONS
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
“Licensor” means OPAIT LLC.
“Licensee” means You or Your Company, unless otherwise indicated.
“Software” means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to ((i) registration information, i.e. License key which is unique for a registration name of the Licensee; (ii) related explanatory written materials or files (“Documentation”); and (iii) Software setup files and code samples (if any); and (iv) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to Licensee by Licensor (collectively, “Updates”).
“Use” or “Using” means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
“System” means Windows OS or any virtual machine.
The parties hereto agree as follows:
2. LICENSE GRANT: Pursuant to this License Agreement (the "License Agreement"), Licensor grants Licensee a non-exclusive License to Use the downloaded Software for any purposes for an unlimited period of time.
The Software under this License is provided free of charge. Even though a license fee is not paid for the use of Software, it does not mean that there are no conditions for using Software.
2.1 The Software may be installed and Used by the Licensee for any legal purpose.
2.2. The Software may be installed and Used by the Licensee on any number of Systems.
2.3. The Software can be copied and distributed under the condition that original copyright notice and disclaimer of warranty will stay intact and the Licensee will not charge money or fees for the Software product, except to cover distribution costs.
2.4. The Licensee will not have any proprietary rights in and to the Software. The Licensee acknowledges and agrees that the Licensor retains all copyrights and other proprietary rights in and to the Software.
2.5 Use within the scope of this License is free of charge and no royalty or licensing fees shall be paid by the Licensee.
3. SUPPORT AND MAINTENANCE: No support or maintenance is offered with this license.
4. OWNERSHIP: Licensee acknowledges and agrees that Licensor and its suppliers maintain exclusive ownership of all right, title and interest in and to the Software, in all forms and all copies thereof including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks, and proprietary and confidential information rights associated with the Software. Licensee agrees to reproduce and include the copyright notices on any copies of the Software which Licensee is permitted to make. The Software is protected by US copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This is a license, not a sale of the Software or any copy of it, nor is it a waiver of any intellectual property rights of Licensor. Licensee acknowledges and agrees that nothing in this License Agreement gives Licensee any right, title or interest in or to the Software except for the limited express rights granted pursuant to Section 2 of this License Agreement. All rights not expressly granted herein shall be reserved to Licensor. No implied licenses are granted hereunder.
5. CONFIDENTIALITY: Licensee acknowledges and agrees that the Software is confidential information of Licensor and that it constitutes valuable proprietary information and trade secrets of Licensor. Accordingly, Licensee agrees to use the Software only in accordance with the terms and conditions of this License Agreement and to implement commercially reasonable procedures to prevent other persons from obtaining access to or use of the Software without Licensee’s knowledge and Licensor's prior express written permission.
6. WARRANTY AND LIMITATION OF LIABILITY:
6.1 The Licensor warrants that:
6.1.1 The Licensor owns the Software and Documentation and/or is in possession of valid and existing licenses that support the terms of this Agreement;
6.1.2 The Software conforms to specifications and functionality as specified in Documentation;
6.1.3 To the best of the Licensor’s knowledge, the Software does not infringe upon or violate any intellectual property right of any third party;
6.1.4 The Software does not contain any routine, intentionally designed by the Licensor to disable a computer program, or computer instructions that may alter, destroy or inhibit the processing environment.
6.2 Except those warranties specified in section 6.1 above, the Software is being delivered to the Licensee “AS IS” and the Licensor makes no warranty as to its use or performance.
The Licensor does not and cannot warrant the performance or results the Licensee may obtain by using the Software. The entire risk arising out of use or performance of the Software remains with the Licensee.
6.3 In no event will the Licensor be liable for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if the Licensor has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party.
In no event will the Licensee be liable to the Licensor on condition that the Licensee complies with all terms and conditions stated in this License.