NOTICE TO USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT WHICH CONSTITUTES A
“LICENSE” TO USE OPUSMEDIA’s SOFTWARE AS A SERVICE (“SAAS”). USE OF ALL OR ANY OF THE
SERVICES ASSOCIATED WITH THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS UPON
WHICH YOU BECOME AN “AUTHORIZED USER”. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE
LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, YOU MUST NOT USE THE
Subject to the terms of this License, Opus Media LLC grants to you, and you accept,
a personal, non-exclusive, and nontransferable (except as set forth below) license to
use Opus Media LLC’s software and technology provided as a service (“Software”) in
accordance with this License. Opus Media LLC provides you with a right to use the
Software provided that the Software has been specifically made available to you by
Opus Media LLC as an intended user and you have agreed to this EULA to become an
Authorized User. This License does not include the right to grant sublicenses or to
make derivative works of the Software.
Limitations on Use. You may not copy, rent, lease, sell, sublicense,
assign, loan, time-share or otherwise transfer or distribute copies of the Software,
including any incorporated third party software, except as provided herein. You agree
that you will not decompile, disassemble, or otherwise reverse engineer the Software,
except to the extent that such restriction is expressly prohibited by applicable law.
You may not modify, adapt, create a derivative work, merge, or translate the Software
without the prior written consent of Opus Media LLC. If the Software includes third
party software, such software may only be used in conjunction with the Opus Media LLC
Intellectual Property Rights. You acknowledge that Opus Media LLC retains
exclusive ownership of all copyrights, trademarks, patents and/or other intellectual
property rights in and to the Software. You are not granted any rights in the Software
other than the license rights expressly set forth herein.
Term and Termination. The term of this License is for the duration of your
use of the Software. This License automatically terminates if you fail to comply with
any of the terms and conditions of this License. You agree that upon such termination
you will cease using the Software immediately. You may terminate this license at any
time by ceasing to use the Software and or removing any access tools from your electronic
All sections of this License will survive termination of this License for
Disclaimer of Warranties. EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THE SOFTWARE
IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. ALL OTHER WARRANTIES ARE DISCLAIMED,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SOFTWARE’S
FUNCTIONS WILL MEET LICENSEE’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED
OR ERROR FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ENTIRE RISK AS TO THE QUALITY
AND PERFORMANCE OF THE SOFTWARE IS WITH LICENSEE. OPUS MEDIA LLC MAKE NO REPRESENTATIONS
OR WARRANTIES TO ANY USER AS TO SERVICE LEVELS OR GUARANTEED “UP TIME” OF THE SOFTWARE.
If a disclaimer of implied warranties is not permitted by law, the duration of any such
implied warranty is limited to 90 days from the date of your first use of the Software.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on how
long an implied warranty may last, so such limitations or exclusions may not apply to you.
This limited warranty gives you specific legal rights, and you may also have other rights
which vary from jurisdiction to jurisdiction.
Liability Exclusions and Limitations. IN NO EVENT SHALL OPUS MEDIA LLC BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND
(INCLUDING LOST PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS), OR FOR LEGAL FEES,
ARISING OUT OF THE USE OF THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF OPUS
MEDIA LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OPUS MEDIA
LLC’S AGGREGATE LIABILITY HEREUNDER EXCEED THE LICENSE FEE PAID BY LICENSEE.
limitation shall apply notwithstanding any failure or inability to provide the limited
remedies set forth above. Some jurisdictions do not allow the exclusion or limitation of
incidental or consequential damages, so the above limitation(s) or exclusion(s) may not
apply to you.
Export Restrictions. The U.S. Government maintains certain embargoes and restrictions
that vary from country to country for the export and re-export of certain commodities and
technical data of United States origin, including Software in any medium. Opus Media LLC,
and its entities and employees, are prohibited from all dealings with any country on the
Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury
Trade Sanctions List located at United States Department of Commerce website. Neither Opus
Media LLC nor any Authorized User shall export, directly or indirectly, any information
acquired under this License or any products utilizing any such information to any country
for which the U.S. Government or any agency thereof at the time of export requires an export
license or other government approval without first obtaining such United States and foreign
government license or approval.
Severability. You acknowledge and agree that each provision of this License that
provides for a disclaimer of warranties or an exclusion or limitation of damages represents
an express allocation of risk, and is part of the consideration of this License. Invalidity
of any provision of this License shall not affect the validity of the remaining provisions
of this License.
Data Collection. Opus Media LLC may provide directly, or through qualified third
parties, corrective and preventative technical support services under the terms of this License.
You expressly consent to the provision and collection of certain user information and data
in connection with the services. The personal information Opus Media LLC collects will be
used by Opus Media LLC to; 1) provide the technical support service(s) or the transaction(s)
you has requested or authorized; 2) be used to request additional information on feedback that
you provide about Software; 3) to provide critical updates and notifications regarding any
alpha, beta, or pre-release use of the Software; or 4) to improve the Software or the services
offered. You expressly consent to Opus Media LLC permitting certain third parties and consultants
that it retains to perform services on its behalf to access your information and data solely to
perform the services for you. You are responsible for providing any required notices and/or
obtaining any required consents relating to collection and use of such data (including any such
consent necessary for Opus Media LLC to provide these services). You are responsible for taking
the steps necessary to ensure that your use of the Software complies with applicable laws,
regulations, and codes of practice. You acknowledge that to the extent permitted by law, Opus
Media LLC assumes no responsibility for storage or loss of your data or information.
Reserved Rights. Opus Media LLC reserves all rights not expressly provided to you
in this License. The Software is protected by copyright and other intellectual property laws
and treaties. Opus Media LLC owns the title, copyright, and other intellectual property rights
in the Software. The Software is licensed, not sold and this EULA does not grant you any rights
to Opus Media LLC’s trademarks, service marks, or any other intellectual property.
General. This License supersedes all prior written statements, proposals or
agreements relative to its subject matter. It may be modified only in writing by an authorized
representative of Opus Media LLC. This License is governed by the laws of the State of Utah
without application of its conflicts of law principles. The District Court for the State of
Utah and/or the United States District Court for the State of Utah shall have jurisdiction
and venue over all controversies in connection herewith. The United Nations Convention on
Contracts for the International Sale of Goods is specifically excluded from application to this
ALPHA, BETA, AND PRE-RELEASE USERS
If the Software you have received and are using in conjunction with this License is a
pre-commercial release identified as either “alpha” or “beta” Software (“Pre-release Software”),
then the following Section applies. To the extent that any provision in this Section is in
conflict with any other term or condition in this License, this Section shall supersede such
other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent
necessary to resolve the conflict.
Acknowledgement of Risk and Limitation of Liability. You acknowledge that the Software is a
pre-release version, does not represent final Software from Opus Media LLC, and may contain
bugs, errors and other problems that could cause system or other failures and data loss.
Consequently, the Pre-release Software is provided to you “AS-IS”, and Opus Media LLC disclaims
any warranty or liability obligations to you of any kind and makes no representations or
warranties as to service levels.
WHERE LIABILITY CANNOT BE LEGALLY EXCLUDED FOR PRE-RELEASE
SOFTWARE, BUT IT MAY BE LIMITED, OPUS MEDIA LLC’S LIABILITY SHALL BE LIMITED TO THE SUM OF FIFTY
DOLLARS (U.S. $50) IN TOTAL.
You acknowledge that Opus Media LLC has not promised or
guaranteed to you that Pre-release Software will be announced or made available to anyone
in the future, Opus Media LLC has no express or implied obligation to you to announce or
introduce the Pre-release Software, and Opus Media LLC may not ultimately introduce a product
similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any
use of Pre-release Software is for research and development purposes and your use of such
Pre-release Software is entirely at your own risk.
Pre-release User Feedback. During the term of this License, if requested by Opus
Media LLC, Pre-release Software users agree to provide feedback to Opus Media LLC regarding
testing and use of the Pre-release Software, including error or bug reports. If you have been
provided access to Pre-release Software pursuant to a separate written agreement, your use of
the Software is also governed by such agreement. You agree that you may not and certify that
you will not sublicense, lease, loan, rent, share or transfer your access to the Pre-release
Software to any unauthorized user. Upon receipt of a later unreleased version of the Pre-release
Software or release by Opus Media LLC 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 abide by the terms
of the then current “End User License Agreement” for any such later versions of the Pre-release
Tryout, Product Sampler, NFR, Additional Terms. If the Software you have received
is a tryout or product sampler (“Tryout Software”), then the following Section applies to your
use of such Software. To the extent that any provision in this Section is in conflict with any
other term or condition in this License, this Section shall supersede such other term(s) and
condition(s) with respect to the Tryout Software, but only to the extent necessary to resolve
the conflict. YOU ACKNOWLEDGE THAT THE TRYOUT SOFTWARE CONTAINS LIMITED FUNCTIONALITY AND/OR
FUNCTIONS FOR A LIMITED PERIOD OF TIME. OPUS MEDIA LLC IS LICENSING THE SOFTWARE ON AN “AS IS”
BASIS, SOLELY AS A DEMONSTRATION MODEL. If the Tryout Software is a timeout version, then
the program will terminate operations after a designated period of time (e.g. 15. 30. or 45 days)
following first use by you (the “Time Out Date”), which is specified in the Software. Upon such
Time Out Date, the license hereunder shall be terminated. You acknowledge that such Tryout
Software shall cease operation upon the Time Out Date and accordingly, access to any files or
output created with such Tryout Software or any product associated with the Tryout Software is
done entirely at your own risk. OPUS MEDIA LLC DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS
TO YOU OF ANY KIND, INCLUDING. WHERE LIABILITY CANNOT BE LEGALLY EXCLUDED FOR PRE-RELEASE
SOFTWARE, BUT IT MAY BE LIMITED, OPUS MEDIA LLC’S LIABILITY SHALL BE LIMITED TO THE SUM OF
FIFTY DOLLARS (U.S. $50) IN TOTAL.
Contact support@OpusNote.com if you have any questions concerning this EULA.
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