The materials and information contained on or obtained from this website, are distributed and
transmitted "AS IS" without warranties of any kind, either express or implied, including without
limitation, warranties of title or implied warranties of merchantability or fitness for a particular
purpose. Information contained on this website, including information obtained from external
links thereon, is provided without any representation of any kind as to accuracy or content and
should be verified by the user. OPUSFLOW B.V. is not responsible for any general, direct,
special, indirect, incidental or consequential damages that may arise from the use of, or the
inability to use, the website and/or the materials contained on the site whether the materials
contained on the website are provided by OPUSFLOW B.V. or a third party.
End User License Agreement for EXCHANGE CATEGORY MANAGER
IMPORTANT - CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS END
USER LICENSE AGREEMENT FOR EXCHANGE CATEGORY MANAGER (THIS
"AGREEMENT") BEFORE INSTALLING THE EXCHANGE CATEGORY MANAGER AND
ACCOMPANYING USER DOCUMENTATION (THE "SOFTWARE"). BY PROCEEDING
WITH THE INSTALLATION OF THE SOFTWARE, OR USING THE SOFTWARE YOU
("YOU") ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT
THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU
DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL,
COPY OR OTHERWISE USE THE SOFTWARE.
1. Software License.
(a) License Grant. Subject to Your compliance with the terms and conditions of this Agreement,
during the term of this Agreement, OPUSFLOW B.V grants You a personal, non-exclusive, nontransferable,
non-sublicensable, limited license to install the Software, in object code form only,
on Your networked or standalone computers
2. License Restrictions. OPUSFLOW B.V. reserves all rights not expressly granted to You under
this Agreement. You may not modify or alter the Software in any way or prepare any derivative
works of the Software. You may not disassemble, decompile or reverse engineer the Software in
order to obtain the source code, which is a trade secret of OPUSFLOW B.V. and/or its suppliers.
You may not sell, rent, loan, lease, sublease, assign, or otherwise transfer or dispose of the
Software. You shall not reproduce the Software or make any copies of the Software except for
one single copy of Software for archival purposes only. You agree to reproduce any copyright
and other proprietary right notices on any copies of the Software.
3. Ownership. No title to or ownership in the Software is transferred to You. You acknowledge
and agree that OPUSFLOW B.V. and its suppliers own and retain all rights, title and interest in
the Software and ownership of all intellectual property rights in the Software, including any
derivative works, modifications, adaptations or copies thereof. The Software is the propriety
product of OPUSFLOW B.V. and its suppliers and is protected by United States copyright laws
and international provisions. You must treat the Software as any other copyrighted material You
agree not to attempt in any way to obliterate, remove or destroy the trade secret or copyright
notice in any copies of the Software.
4. Term and Termination.
(a) Term. This Agreement will be deemed to commence on the date that You install or use the
Software, and will continue until terminated.
(b) Termination. You may terminate this Agreement by destroying the Software and all copies
thereof. This Agreement will also terminate if You fail to comply with any term or provision of
this Agreement. OPUSFLOW B.V. may terminate this Agreement immediately should the
Software become, or in OPUSFLOW B.V.'s opinion be likely to become, the subject of a claim
of infringement of a patent, trade secret or copyright.
(c) Effect of Termination. Upon termination or expiration of this Agreement, You will
immediately cease all use of the Software and Confidential Information. Within five (5) business
days of the termination of this Agreement, You will remove all copies of the Software from Your
systems and locations, in whole or in part, including all permitted archival and back-up copies
and destroy the same. You are responsible for properly destroying the Software in accordance
with applicable laws. Sections 2,3, 4(c), 5, 6(c) and 7 through 12 shall survive the termination of
this Agreement.
5. Confidentiality and Feedback.
(a) Obligations. For purposes of this Agreement, "Confidential Information" means: (i) business
and technical information and any source code or binary code, which OPUSFLOW B.V.
discloses to You related to the Software; (ii) Your Feedback based on Software; and (iii) the
terms, conditions, and existence of this Agreement. You may not disclose or use Confidential
Information, except for the purpose of performing Your obligations specified in this Agreement.
You will protect the Confidential Information with the same degree of care, but not less than a
reasonable degree of care, as You use to protect Your own Confidential Information. Your
obligations regarding Confidential Information will expire no less than five (5) years from the
date of receipt of the Confidential Information, except for OPUSFLOW B.V. source code which
will be protected in perpetuity. You agree that Software contains OPUSFLOW B.V. trade secrets.
(b) Exceptions. Notwithstanding any provisions contained in this Agreement concerning
nondisclosure and non-use of the Confidential Information, the nondisclosure obligations of
Section 6.1 will not apply to any portion of Confidential Information that You can demonstrate in
writing is: (i) now, or hereafter through no act or failure to act on the part of You becomes,
generally known to the general public; (ii) known to You at the time of receiving the Confidential
Information without an obligation of confidentiality; (iii) hereafter rightfully furnished to You by
a third party without restriction on disclosure; or (iv) independently developed by You without
any use of the Confidential Information. (c) Additional Restrictions. You must restrict access to
Confidential Information to Your employees or contractors with a need for this access to perform
their employment or contractual obligations and who have agreed in writing to be bound by a
confidentiality obligation, which incorporates the protections and restrictions substantially as set
forth in this Agreement.
(d) Feedback. If You provide OPUSFLOW B.V. with any feedback, suggestions, bug fixes, new
features or functionality relating to the Software (ìFeedbackî), You hereby assign and agree to
assign to OPUSFLOW B.V. all right, title and interest in and to such Feedback.
6 Warranty Disclaimer. THE EXPRESS WARRANTIES SET FORTH IN SECTION 6 OF THIS
AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND TO
THE EXTENT PERMITTED BY APPLICABLE LAW ALL SUCH OTHER WARRANTIES
ARE HEREBY DISCLAIMED AND EXCLUDED BY OPUSFLOW B.V. AND ITS
SUPPLIERS. Except as expressly provided herein, neither OPUSFLOW B.V. nor its suppliers
warrant the performance or results of the Software, that the Software will meet Your
requirements, or that the Software will run uninterrupted or error free. Some jurisdictions do not
allow certain disclaimers and limitations of warranties, so portions of the above limitations may
not apply to You. This limited warranty gives You specific rights and You may also have other
rights which vary from state to state.
7. LIMITATION OF LIABILITY. IN NO EVENT SHALL OPUSFLOW B.V. OR ITS
SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, WITHOUT
LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE
OR PERFORMANCE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION, LOSS
OF PROFITS, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF
ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL
OPUSFLOW B.V.'S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO PROPERTY
OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED
THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). In those jurisdictions that do not
allow the exclusion or limitation of damages, OPUSFLOW B.V.'s liability shall be limited or
excluded to the maximum extent allowed within those jurisdictions. ADDITIONALLY, IN NO
EVENT SHALL OPUSFLOW B.V.'S LICENSORS BE LIABLE FOR ANY DAMAGES OF
ANY KIND.
8. U.S. Government Restricted Rights. If the Software is being acquired by or on behalf of the
U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then
the Government's rights in the Software shall be only as set forth in this Agreement; this is in
accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and with
48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions
9. Export. Software and technical data delivered under this may be subject to export or import
regulations in different countries. You agree to comply strictly with all such laws and regulations
and acknowledge that You have the responsibility to obtain such licenses to export, re-export or
import as may be required after delivery to You.
10. Indemnification. You shall defend, indemnify, and hold OPUSFLOW B.V., its officers,
directors and employees, harmless from and against any and all claims, damages, losses, costs or
other expenses (including reasonable attorneys' fees) that arise directly or indirectly out of Your
willful misconduct or unauthorized use of the Software.
11. No Support. OPUSFLOW B.V. is under no obligation to provide You with updates or error
corrections of the Software (collectively "Product Updates"). If OPUSFLOW B.V., at its sole
option, supplies Product Updates to You, the Product Updates will be considered part of
Software, and subject to the terms of this Agreement.
12. Miscellaneous.
(a) Severability. If any provision of this Agreement is invalid or unenforceable under applicable
law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in
full force and effect.
(b) Governing Law and Venue. The validity and performance of this Agreement shall be
governed by California law (without reference to choice of law principles), and applicable federal
law. Any action, suit or proceeding relating to this Agreement shall be brought in the appropriate
federal or state court location in Orange County, California, and You hereby consent to such
jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods
shall not apply.
(c) Construction. This Agreement is deemed entered into in The Netherlands, and shall be
construed as to its fair meaning and not strictly for or against either party.
(d) Assignment. This Agreement will be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns; provided, however, that You shall not assign
any of Your rights, obligations, or privileges (by operation of law or otherwise) hereunder
without the prior written consent of OPUSFLOW B.V.. Any attempted assignment in violation of
this section will be void and of no effect.
(e) Waiver. No term or provision hereof shall be deemed waived and no breach consented to or
excused, unless such waiver, consent or excuse shall be in writing and signed by the party
claimed to have waived or consented. Should either party consent, waive, or excuse a breach by
the other party, such shall not constitute consent to, waiver of, or excuse of any other different or
subsequent breach whether or not of the same kind as the original breach.
(f) Attorneys' Fees. In the event of any legal action or proceeding relating to this Agreement, the
prevailing party shall be entitled to recover its attorneys' fees in addition to any other relief
granted.
(g) Entire Agreement; Modification. This Agreement sets forth the entire understanding and
agreement between You and OPUSFLOW B.V. and supercedes all prior or contemporaneous
agreements regarding its subject matter. This Agreement may be amended only in a writing
signed by both parties.