OPTIMUM End-User Agreement - OPTIMUM Software Corporation
Contents
1. CUSTOMER for the exclusive use of CUSTOMER CUSTOMER acknowledges that all provisions of this Agreement remain in effect when the SOFTWARE is used in this manner CUSTOMER hereby agrees to be liable for any losses sustained by OPTIMUM Software including by way of example and without limitation lost licensing and royalty fees and to indemnify OPTIMUM Software against any harm incurred as a result of the use of the software on a third party computer or server including but not limited to any act harmful to OPTIMUM Software by the third party or the unauthorized use disclosure copying or distribution of the SOFTWARE la The license to use the SOFTWARE may be perpetual or it may be limited to a fixed length of time If the SOFTWARE is licensed for a period of time the usage rights granted to CUSTOMER in paragraph 1 expire at the end of the license period CUSTOMER may not operate the SOFTWARE past the end of the license period CUSTOMER acknowledges that the SOFTWARE may not operate past the end of the license period and that OPTIMUM Software shall not be liable for any interruption in use of the SOFTWARE by CUSTOMER as the result of expiration of the license 1b Use of the SOFTWARE may from time to time require an Internet connection to an OPTIMUM Update Server in order to confirm the integrity of the installed SOFTWARE and if so authorized to receive updates or new versions of the SOFTWARE OPTIMUM Software shall not be liable for any in2. call 303 698 2873 if you have questions about the proper signatory to this Agreement CUSTOMER s Consultant hereby acknowledges the promises and performances of this Agreement Consultant agrees it will not use disclose copy disassemble decompile reverse engineer translate or distribute the SOFTWARE disclosed by CUSTOMER or interfere with the anti piracy or time period licensing mechanisms in the SOFTWARE Accepted by please TYPE or PRINT legibly where indicated PRINTED Legal Name of CUSTOMER Consultant PRINTED Name of Individual Signing for CUSTOMER Consultant SIGNED Name of Individual Signing and Initialing as CUSTOMER Consultant PRINTED Title Date OPTIMUM End User Agreement Page 2 of 2 OPTIMUM Software Corporation Revised July 16 2008
3. OPTIMUM End User Agreement BY INSTALLING THE OPTIMUM SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT IF YOU DO NOT AGREE TO THESE TERMS DO NOT INSTALL THE SOFTWARE OPTIMUM Software Corporation 1100 South Gilpin Street Denver Colorado 80210 USA OPTIMUM Software has developed a computer software program licensed as OPTIMUM the SOFTWARE OPTIMUM Software grants you the CUSTOMER a limited license to use the SOFTWARE as follows 1 OPTIMUM Software grants CUSTOMER and CUSTOMER accepts a limited nontransferable nonexclusive license to use the SOFTWARE and User Manual if any operating from one installation folder on a single computer subject to the provisions of this Agreement To use the SOFTWARE on more than one computer a separate copy must be obtained and licensed for each computer When the SOFTWARE is used on a Local Area Network the SOFTWARE may be installed on one network server in one commonly accessible folder or location and used by the number of workstations allowed at the time the SOFTWARE is registered The software may not be installed on an individual workstation except in the case where the network server is also a workstation without obtaining a separate license for each workstation The SOFTWARE may be used on a computer or server owned possessed or managed by a third party only with the written permission of OPTIMUM Software and only while the third party computer or server is rented or leased by
4. RCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH WARRANTIES ARE SPECIFICALLY DISCLAIMED THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE THIS STATED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF OPTIMUM SOFTWARE FOR DAMAGES INCLUDING BUT NOT LIMITED TO INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU Page 1 of 2 CUSTOMER Initials Consultant Initials 4a CUSTOMER agrees that regardless of the form of claim OPTIMUM Software s liability for damages to CUSTOMER or any other party will not exceed the price paid by CUSTOMER for the SOFTWARE license 5 All updates to the SOFTWARE licensed to CUSTOMER become part of the SOFTWARE and are governed by the terms of this Agreement OPTIMUM Software is not required to notify anyone of changes to the SOFTWARE 6 This Agreement will be construed in accordance with the domestic laws of the State of Colorado and the United States of America Any legal proceedings related in any manner to this Agreement may be brought only in the United States District Court for the District of Colorado or the District Court for the City and County of Denver Colorado and CUSTOMER and OPTIMUM Software consent to the jurisdiction
5. not to disclose provide rent lease or otherwise make available the SOFTWARE to any person other than CUSTOMER CUSTOMER will use its best efforts to protect the SOFTWARE from unauthorized copying publication disclosure or distribution and agrees to cooperate with OPTIMUM Software s efforts to protect its property For purposes of installation maintenance technical support or use of the SOFTWARE by CUSTOMER in accordance with the provisions of this Agreement only CUSTOMER may disclose the software to a hired consultant or agent Consultant provided that Consultant evidences his her or its agreement and consent to be bound by the terms hereof by signing this End User Agreement in the space below CUSTOMER hereby indemnifies OPTIMUM Software against harm resulting from any action of Consultant including but not limited to the unauthorized use disclosure copying or distribution of the SOFTWARE 2c CUSTOMER may not assign its rights under this Agreement to another person unless all rights are assigned and the person first agrees with OPTIMUM Software in writing to be bound by this Agreement 2d The SOFTWARE and User Manual are provided to the U S Government with RESTRICTED RIGHTS under subdivision b 3 ii of The Rights in Technical Data and Computer Software clause at 252 227 7013 3 CUSTOMER agrees it will not copy any part of the User Manual or other written or electronic documentation or information received from OPTIMUM Softwa
6. of said courts 7 This Agreement so far as possible will be construed to give validity to all its provisions Any provision found to be prohibited by law will be ineffective so far as prohibited without invalidating any other part of this Agreement 8 THIS AGREEMENT STATES THE COMPLETE UNDERSTANDING BETWEEN THE PARTIES Accepted by please TYPE or PRINT legibly where indicated Corporation ___ Partnership _____ Sole Proprietor ___ PRINTED Legal Name of CUSTOMER Company Indicate one and see the NOTE below about signatories PRINTED Address Line 1 of CUSTOMER PRINTED Address Line 2 of CUSTOMER if any PRINTED City State and ZIP 4 of CUSTOMER PRINTED Telephone Number of CUSTOMER PRINTED Email Address of CUSTOMER PRINTED Name of Individual Signing for CUSTOMER SIGNED Name of Individual Signing and Initialing for CUSTOMER PRINTED Title SEE NOTE BELOW Date NOTE When CUSTOMER is a Corporation this Agreement MUST BE executed by an Officer President Vice President Treasurer or Secretary When CUSTOMER is a Sole Proprietorship or an Individual this Agreement MUST BE executed by the Owner or the Individual When CUSTOMER is a legal Partnership this Agreement MUST BE executed by a Partner Managers agents or other representatives are NOT usually legally binding signatories Corporations have officers not owners or partners An improper signatory will cause the Agreement to be rejected Please
7. re Additional copies are available from OPTIMUM Software CUSTOMER will not export the SOFTWARE CUSTOMER further agrees it will not decompile reverse engineer disassemble attempt to translate the SOFTWARE or interfere with the anti piracy or time period licensing mechanisms embedded in the SOFTWARE otherwise CUSTOMER agrees that any license established under paragraph 1 will immediately expire 3a The SOFTWARE may be copied for backup purposes provided that no more than three copies may exist at one time unless OPTIMUM Software consents in writing to a greater number CUSTOMER agrees to maintain records of the number and location of all copies CUSTOMER will include OPTIMUM Software s copyright notice on all copies of the SOFTWARE made by CUSTOMER 4 LIMITED WARRANTY OPTIMUM Software warrants that the SOFTWARE will perform substantially as described in the User Manual for a period of 30 days after CUSTOMER purchases the license OPTIMUM Software does not warrant that the SOFTWARE is error free or that its use will be uninterrupted OPTIMUM Software s sole obligation under this limited warranty is to provide replacement copies of the SOFTWARE to users within the 30 day period if CUSTOMER at its expense returns the defective copy to OPTIMUM Software with a full explanation of the difficulty encountered EXCEPT AS SET FORTH IN THIS PARAGRAPH THERE ARE NO WARRANTIES EXPRESSED OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ME
8. terruption in use of the SOFTWARE by CUSTOMER if CUSTOMER does not provide such a connection 1c Regardless of the license period established under paragraph 1a the usage rights granted to CUSTOMER in paragraph 1 for any version of the SOFTWARE expire when an updated or newer version of the SOFTWARE is installed CUSTOMER agrees it will not reinstall older versions of the SOFTWARE after newer versions are used without the prior written permission of OPTIMUM Software CUSTOMER acknowledges that new versions may not be downward compatible with previous versions of the SOFTWARE and further that the use of newer versions may render the reinstallation and operation of older versions impossible 2 The SOFTWARE is the proprietary property of OPTIMUM Software By accepting this license CUSTOMER does not become the owner of the SOFTWARE but merely acquires a right to use it OPTIMUM is a registered U S trademark of OPTIMUM Software that may not be used for any purpose without prior written consent of OPTIMUM Software 2a The copyright notice in the SOFTWARE does NOT mean that the SOFTWARE has been published but rather the SOFTWARE is protected by copyright the contractual provisions of this Agreement and laws relating to trade secrets 2b OPTIMUM Software has spent considerable time and expense developing the SOFTWARE and would be damaged by unauthorized copying or distribution of the SOFTWARE or by unauthorized use of the OPTIMUM mark CUSTOMER agrees
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