End-User License Agreement

THIS IS A LEGAL DOCUMENT -- RETAIN FOR YOUR RECORDS

Licensor:
Olsen Laser, Inc.

Important - Read Carefully. Notice to User:

This End User License Agreement (“Agreement”) accompanies the Lazarus product and related explanatory materials ("Software"). The term "Software" also shall include any upgrades, modified versions or updates of the Software licensed to you by Olsen Laser, Inc., a Panamanian corporation ("Licensor"), pursuant to this Agreement.  This Agreement is a legal document between you and Licensor.  Please read it carefully. You will be asked to accept this Agreement and continue to install or, if you do not wish to accept this Agreement, to decline this Agreement, in which case you will not be able to use the Software.

By clicking the "I accept" and "Next" buttons below, or by installing, or otherwise using the Software, you agree to be bound by the terms of this Agreement as well as Licensor’s Privacy Policy ("Privacy Policy") including, without limitation, the warranty disclaimers, limitation of liability, and termination provisions below, whether or not you decide to purchase the Software.  Please go to our Web site at www.ipltools.com to review the Terms of Service and Privacy Policy relating to the Internet based products and services used in conjunction with the Software. You agree that this agreement is enforceable like any written agreement negotiated and signed by you.

If you do not agree to accept this Agreement, you are not licensed to use the Software, and you must destroy any downloaded copies of the Software in your possession or control.

Upon your acceptance of this Agreement, Licensor grants to you a nonexclusive license to use the Software, provided that you agree to the following:

1.        SOFTWARE LICENSE

(a)        License Grant.  Upon your acceptance of this Agreement, Licensor grants you a non-exclusive, non-transferable (except as provided below), limited license to install and use one or more copies of the Software, and any accompanying documentation (“Documentation”), on one or more personal computers in connection with at least one fully paid-up subscription to the Lazarus service. You may not distribute or redistribute, sublicense, sell, or transfer the Software to a third party.  No network use is permitted, including, without limitation, using the Software either directly or through commands, data or instructions from or to another computer, for Internet or Web-hosting services, or by any user that does not, at the time of such use, have a valid subscription to the Lazarus service.  Licensor reserves all other rights in and to the Software.

(b)        Backup and Archival Copies.  You may make one backup and one archival copy of the Software; provided, that your backup and archival copies are not made available to or used by persons that do not at the time of such use have a valid subscription to the Lazarus service; and, further provided, that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in the Software. You may not transfer the rights to a backup or archival copy unless you transfer all rights in the Software as provided under Section 3 hereof.

(c)        Upgrades and Updates.  Licensor may, at its sole and absolute discretion, provide you with upgrades or updates to the Software from time to time.  Any such upgrade or update replaces all or part of the Software previously licensed. The update or upgrade does not constitute the granting of a second license to the Software in that you may not use the upgrade or update in addition to the Software that it is replacing. You agree that use of the upgrade or update terminates your license to use the Software or portion thereof replaced.

(d)        Title.  Title to the Software is not transferred to you; you are receiving only a license to use the Software. Ownership of all copies of the Software and of any permitted copies made by you is vested in Licensor, subject to the rights of use granted to you in this Agreement.

(e)        Reverse Engineering.  You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing, except to the extent you may be expressly permitted to decompile the Software under applicable law in the European Union, if (i) it is essential to do so in order to achieve operability of the Software with another software program, and (ii) you have made a request in writing to Licensor to provide the information necessary to achieve such operability and Licensor has not made such information available within a reasonable amount of time.  Licensor has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Licensor or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software.  Requests for information from users in the European Union with respect to the above should be directed to customerservice@ipltools.com.

 

(f)        Other Restrictions.  Except as otherwise expressly provided, and to the limited extent set forth in Section hereof, you may not (i) loan, rent, lease, sublicense, distribute or otherwise transfer all or any portion of the Software to any third party, or (ii) make a copy the Software.  Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright, patent and other intellectual property markings that appear on or in the Software.  In addition, you may not (i) modify, adapt or translate the Software, (ii) directly or indirectly, encumber or suffer to exist any lien or security interest in or on the Software, (iii) knowingly take any action that would cause the Software to be placed in the public domain, or (iv) use the Software in any computer environment not specified in this Agreement.  You agree to comply with all applicable laws and Licensor’s instructions regarding the use of the Software. You agree to notify your children and agents who may have access to the Software of the restrictions contained in this Agreement and to ensure their compliance with these restrictions. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE SOFTWARE FOR YOUR INTENDED USE AND YOU WILL INDEMNIFY AND HOLD HARMLESS LICENSOR FROM ANY THIRD PARTY SUIT TO THE EXTENT BASED UPON THE ACCURACY AND ADEQUACY OF THE SOFTWARE IN YOUR USE.

2.        INTELLECTUAL PROPERTY RIGHTS

Acknowledgement of Licensor's Rights.  You acknowledge that the Software and any copies that you are authorized by Licensor to make are the intellectual property of and are owned by Licensor and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Licensor and its suppliers. The Software is protected by copyright, including, without limitation, by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You acknowledge that Licensor retains the ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property rights pertaining to the Software, and that Licensor’s ownership rights extend to any images, photographs, animations, videos, audio, music, text and "applets" incorporated into the Software and all accompanying printed materials. You will take no actions which adversely affect Licensor’s intellectual property rights in the Software. Lazarus and IPLTools are trademarks or registered trademarks of Licensor. This Agreement does not grant you any intellectual property rights in the Software. Notifications of claimed copyright infringement should be sent to Licensor’s copyright agent as further provided in the Terms of Use:   http://partner.ipltools.com/partner/terms.aspx .

3.        LIMITED TRANSFER RIGHTS

Notwithstanding the foregoing, you may transfer all your rights to use the Software to another person or legal entity that at the time of transfer has a valid subscription to the Lazarus service; provided, that (i) you also transfer each of this Agreement, the Software and all other software bundled or pre-installed with the Software, including all copies, updates and prior versions, and all copies of font software converted into other formats, to such person or entity; and (ii) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not-for-resale copies of the Software.

4.         PRE-RELEASE AND EVALUATION PRODUCT ADDITIONAL TERMS

If the product you have received with this license is pre-commercial release or beta Software ("Pre-release Software"), then this Section 4 applies. In addition, this section applies to all evaluation and/or demonstration copies of Licensor’s software ("Evaluation Software") and continues in effect until you purchase a license. To the extent that any provision in this section is in conflict with any other term or condition in this Agreement, this section shall supersede such other term(s) and condition(s) with respect to the Pre-release and/or Evaluation Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Pre-release Software is a pre-release version, does not represent the final product from Licensor, and may contain bugs, errors and other problems that could cause system or other failures and data loss. CONSEQUENTLY, THE PRE-RELEASE AND/OR EVALUATION SOFTWARE IS PROVIDED TO YOU "AS-IS" WITH NO WARRANTIES FOR USE OR PERFORMANCE, AND LICENSOR DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WHERE LIABILITY CANNOT BE LEGALLY EXCLUDED FOR PRE-RELEASE AND/OR EVALUATION SOFTWARE, BUT IT MAY BE LIMITED, LICENSOR’S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (USD $50) IN TOTAL. If the Evaluation Software has a time-out feature, then the software will cease operation after the conclusion of the designated evaluation period. Upon such expiration date, your license will expire unless otherwise extended. Access to any files created with the Evaluation Software is entirely at your risk. You acknowledge that Licensor has not promised or guaranteed to you (i) that Pre-release Software will be announced or made available to anyone in the future, (ii) that Licensor has no express or implied obligation to you to announce or introduce the Pre-release Software, and (iii) that Licensor may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by Licensor, you will provide feedback to Licensor regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, your use of the Software is governed by such agreement. You may not sublicense, lease, loan, rent, distribute or otherwise transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by Licensor of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from Licensor and to abide by the terms of the license agreement for any such later versions of the Pre-release Software.

5.         LIMITED WARRANTY AND LIMITATION OF LIABILITY

(a)        Limited Warranty and Customer Remedies.  Licensor warrants to the person or entity that first purchases a license for use of the Software pursuant to the terms of this Agreement that the Software will substantially achieve the functionality described in the Documentation for a period of ninety (90) days from the date of acquisition. Licensor does not warrant, however, that your use of the Software will be uninterrupted or that the operation of the Software will be error-free.  Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days.  Licensor’s and its suppliers’ sole and entire liability and your exclusive remedy shall be, at Licensor’s sole and absolute discretion, (i) to advise you how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (ii) if the above remedy is impracticable, to refund the subscription fee you paid for the Software.  This warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code.  If any modifications are made to the Software by you during the warranty period or if you violate the terms of this Agreement, then this warranty shall immediately be terminated.  Repaired, corrected, or replaced Software and Documentation shall be covered by this warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date (a) (1) of shipment to you of the repaired or replaced Software, or (2) the repaired or replaced Software was made available to you for download, or (b) Licensor advised you how to operate the Software so as to achieve the functionality described in the Documentation.  Only if you inform Licensor of your problem with the Software during the applicable warranty period and provide evidence of the date you acquired the Software will Licensor be obligated to honor this warranty.  This limited warranty does not apply to Evaluation and/or Pre-release Software.

(b)        No Other Warranties and Disclaimer.  THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR LICENSOR OR ITS SUPPLIER’S BREACH OF WARRANTY.  NEITHER LICENSOR NOR ITS SUPPLIERS WARRANT, IN ANY MANNER WHATSOEVER, THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.  NO SUPPLIER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

(c)        Limitation of Liability.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF LICENSOR'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.  IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES AND JURISDICTIONS, LICENSOR’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW AND THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES AND LIABILITY CONTAINED HEREIN DO NOT PREJUDICE APPLICABLE STATUTORY CONSUMER RIGHTS OF PERSON ACQUIRING GOODS OTHERWISE THAN IN THE COURSE OF BUSINESS. THE DISCLAIMER AND LIMITED LIABILITY ABOVE ARE FUNDAMENTAL TO THIS AGREEMENT BETWEEN LICENSOR AND YOU.

(d)        Infringement Claims.  If the Software or its use becomes the subject of a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by the laws of the United States or of any jurisdiction in which you are authorized to use this Software ("Claim"), or its use is enjoined, or, if in the opinion of Licensor’s legal counsel, the Software is likely to become the subject of a Claim, Licensor shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If, in the opinion of Licensor’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, Licensor, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to Licensor. THE FOREGOING CONSTITUTES LICENSOR’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elements.

6.        TERM AND TERMINATION

This Agreement may be terminated as follows: (i) by your giving Licensor written notice of termination; or (ii) by Licensor, at its option, giving you written notice of termination.  In addition, the agreement governing your use of a previous version that you have upgraded or updated of the Software is terminated upon your acceptance of the terms and conditions of the agreement accompanying such upgrade or update. Upon any termination of this Agreement or any previous agreement with respect to the Software, you must cease all use of the Software that it governs, destroy all copies then in your possession or control and take such other actions as Licensor may reasonably request to ensure that no copies of the Software remain in your possession or control. The terms and conditions set forth in Sections 1(d), 1(e), 1(f), 2, 5(b), 5(c), 7, 8 and 9 survive termination as applicable.

7.        RESTRICTED RIGHTS NOTICE AND EXPORT RESTRICTIONS.

You may not use or otherwise export or re-export the Software or Documentation except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software or Documentation may not be exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Yugoslavia, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

In addition, if the Software is identified as a not-for-export product (for example, on the box, media or in the installation process), then the following applies:  EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING, WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES.  BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO THE FOREGOING AND YOU ARE WARRANTING THAT YOU ARE NOT A "FOREIGN PERSON" OR UNDER THE CONTROL OF A FOREIGN PERSON.

8.        THIRD PARTY SOFTWARE

The Software may contain third party software which requires notices and/or additional terms and conditions. If so contained, such required third party software notices and/or additional terms and conditions are located on our Website and are made a part of and incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.

9.        GENERAL PROVISIONS

This Agreement will be governed by and construed in accordance with the laws of the state of Florida, excluding its conflict of laws principles.  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  You expressly agree that exclusive jurisdiction for any claim or dispute with Licensor or relating in any way to your use of the Software resides in the federal or state courts of Florida located in Miami-Dade, County and you further agree and expressly consent to the exercise of personal jurisdiction in such federal or state courts of Florida in connection with any such dispute or claim.

This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior written and oral understandings of the parties with respect to the subject matter hereof. Any notice or other communication given under this Agreement shall be in writing and shall have been properly given by either of us to the other if sent by certified or registered mail, return receipt requested, or by overnight courier to the address shown on Licensor’s Web site for Licensor and the address shown in Licensor’s records for you, or such other address as the parties may designate by notice given in the manner set forth above. This Agreement will bind and inure to the benefit of the parties and our respective heirs, personal and legal representatives, affiliates, successors and permitted assigns. The failure of either of us at any time to require performance of any provision hereof shall in no manner affect such party’s right at a later time to enforce the same or any other term of this Agreement. This Agreement may be amended only by a document in writing signed by you and Licensor. Each party is duly authorized and empowered to enter into and perform this Agreement. If, for any reason, any provision of this Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, and this Agreement shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.