License Agreement & Terms of Service

This End User License Agreement ("EULA") is a legal agreement between you ("Customer") and Opus PHP CMS Inc ("Company"), which covers your use of the Opus CMS software and any related media ("Software"). The Software also includes any upgrades, patches, new versions, releases, or enhancements that may subsequently be issued to the Customer, as well as any related customization services, installation services, technical support services, or any other add-ons that may subsequently be provided to the Customer. By downloading, installing, accessing, or otherwise using the Software you are acknowledging and agreeing to be bound by the terms of this EULA.

1. GRANT OF LICENSE

The Customer is granted a single, non-exclusive, non-transferable, non-sub licensable license to install and use one copy of the Software, in accordance with the terms and conditions of the EULA, on a single public domain name or public IP address. Each additional domain/website which uses the Software requires the purchase of an additional license. You may not lease, rent, sell, pledge, assign, transfer or otherwise dispose of the Software license. Any rights not expressly granted are reserved by the Company.

The Customer may modify the Software as they see fit, provided the copyright notices are not removed or altered. Any modifications made are at the risk of the Customer, and the above limitations on sale, transfer, etc. remain in effect. Any customization, translation, modification, or revision of the source code of the Software immediately becomes the intellectual property of The Company. The creation of derivative works based on or through the use of the source code of the Software is prohibited.

For development purposes only, the Software may be installed to a subdomain or localhost and must be access protected. Also, the Customer may save one back-up copy for archival and reference purposes only.

2. COPYRIGHT

The Software is protected by United States copyright laws and international copyright treaties, trademark laws, and other intellectual property laws and treaties. All title and intellectual property rights in and to the Software (including but not limited to any source code, images, photographs, animations, video, audio, music, and text incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by the Company. You may not copy the printed materials accompanying the Software. You may not remove or alter any copyright notices on any copies of the Software. This Software copy is licensed, not sold. Furthermore, this EULA does not grant you any rights in connection with any trademarks or service marks of the Company. The Company reserves all intellectual property rights, including copyrights, and trademark rights. The Customer will not take any action to interfere, limit, or jeopardize the Company's intellectual property rights.

3. OTHER RIGHTS, LIMITATIONS, AND OBLIGATIONS

(a)PROTECTION AND SECURITY
The Customer agrees to use their best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. The Customer acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying are harmful to the Company.

(b)MARKETING
You hereby grant to the Company the right to mention you, your company, your organization or other entity, and/or your web site(s) as a customer site in its marketing materials, such as on the Company's web sites, in product brochures, or in other media. Such usage may include, among other things, listing your web site(s), linking to your web site(s), and/or displaying your company's logo as part of such listings or links. This authorization shall continue in perpetuity, regardless of how, when, or even whether you ever use the Company's products or services, and shall continue in perpetuity even if you stop using the Company's products or services.

(c)NO RIGHT TO TRANSFER
You may not rent, lease, lend, or in any way distribute or transfer any rights in this EULA or the Software to third parties without the Company's written approval and subject to written agreement by the recipient of the terms of this EULA.

(d)US LAW
The Customer agrees that the Software is to be used only in accordance with United States laws and statutes, and will not be transferred or exported, directly or indirectly, outside the US to any country where it is so prohibited by US laws and statutes.

(e)UPLOADED CONTENT
The text, pictures, photos, sounds, video, software and/or any other type of information ("Content") or communications spread by the use of the Software is entirely the responsibility of the person or entity form whom such Content originated. The Content is not reviewed, examined, controlled, verified or endorsed by the Company in any way. The Customer acknowledges and agrees that they are solely responsible for any Content that the Customer uploads, submits, posts, transmits or displays through the Software and that the Company is not responsible to the Customer or any third party for any Content that is uploaded, submitted, posted, transmitted or displayed through the Software by the Customer or any other user of the Software.

(f)CO-BRANDING PROHIBITED
The Software may not be co-branded or otherwise extended to any other web site, sub-domain, or brand. The Customer is limited to one public demonstration or availability of the Software per license. Extensions and multiple sites are expressly prohibited and constitute breach.

(g)SERVER COMPATABILITY
By purchasing or accessing the Software, the Customer acknowledges that they have exercised due diligence in determining that the Software will run on the Customer's web server and that the Customer's needs will be met.

(h)ENFORCEMENT COSTS
In the event that you breach any provision of this EULA, including but not limited to the sections regarding Termination, Copyright Infringement, the Copyright Notice, and the Nondisclosure Agreement, you agree that you shall reimburse the Company for all expenses related to the enforcement by the Company of its legal rights under this agreement, including but not limited to its attorneys' fees, court costs, administrative fees, and all other costs, fees, and expenses incurred by the Company that are associated with enforcing its legal rights under this Agreement.

4. OWNERSHIP

Ownership may not be transferred without the express written consent of the Company. Any such transfer will not be in effect until the transferee has confirmed acceptance of this EULA by writing.

5. NO WARRANTIES

The Company provides no warranty of any kind with regards to the product. No oral or written information or advice given by the Company or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty statement regarding no warranty be given to the Customer.

NO WARRANTY IS PROVIDED, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY FURTHER DOES NOT WARRANT OR REPRESENT THAT THE SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, SECURE, COMPLETE AND ERROR-FREE. THE CUSTOMER ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY, EASE OF USE, AND PERFORMANCE OF THE SOFTWARE.

IN NO EVENT WILL THE COMPANY, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. LIMITATION OF LIABILITY

THE COMPANY'S LIABILITY TO THE CUSTOMER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO THE COMPANY FOR THE LICENSE OF THE SOFTWARE.

7. INDEMNIFICATION

Customer shall indemnify and hold harmless the Company and its officers, directors, shareholders, employees and agents from and against all third party Claims (i) arising from any Privacy Violations, Prohibited Acts or Communication Breaches or (ii) alleging that the User Data or Customer Marks infringes, misappropriates or violates any copyrights, trademarks, trade secrets or other proprietary rights of, or has otherwise caused harm to, a third party. “Claim” shall mean all losses, liabilities, damages, claims, taxes, and all related costs and expenses incurred by a Party only as the direct result of third party claims against such Party, including reasonable attorney’s fees and costs of investigation, litigation, settlement, judgment, interest and penalties.

8. UPGRADES

The Software may be upgraded occasionally and sometimes this will be in the form of a complete release. You may use a single copy of the complete, upgraded Software on a single server for usage on a single web site. You may not continue to use the original Software if you accept and use the upgraded Software.

The Company does not warrant or guarantee any upgrades to the Software whatsoever. The Company may provide upgrades for the Software at its option, but the Customer hereby acknowledges and agrees that this license does not require the Company to provide any upgrades whatsoever, which are provided solely at the discretion of the Company. The Customer further acknowledges and agrees that by accepting any offers from the Company of upgraded products, the Customer is hereby accepting all terms of the EULA that shall accompany such products.

9. SUPPORT

The company may provide you with support services related to the Software. Any supplemental software code or related materials that the Company provides to you as part of the support services is to be considered part of the Software and is subject to the terms and conditions of this EULA. With respect to any technical information you provide to the Company as part of the support services, the Company may use such information for its business purposes without restriction, including for product support and development. The Company will not use such technical information in a form that personally identifies you or your company.

10. TERMINATION

This EULA shall continue in full force and effect in perpetuity unless terminated earlier in accordance with this or another section of this EULA. This EULA will terminate automatically if the Customer breaches any provision of it. In such event, the Customer must immediately destroy all copies of the Software and all of its component parts and cease any and all further use of it. You agree that the Company shall have the sole discretion of determining whether the Customer is in material breach of this agreement. The Customer further agrees that termination will not entitle the Customer to a refund of the purchase price or any other amounts paid under any circumstances whatsoever. Termination will have no effect on your obligation to safeguard and protect proprietary rights of the Company, disclaimers and warranties, export restrictions, the Marketing rights of the Company, the Enforcement Costs section, or the Copyright Infringement section, as mentioned above.

11. ENTIRETY OF AGREEMENT

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

12. GOVERNING LAW

This Agreement shall be construed and enforced according to the laws of the State of California and any dispute under this Agreement must be brought in this venue and no other. Use of the Software is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this agreement or use of the Software. The Company’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Software . If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

13. HEADINGS IN THIS AGREEMENT

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

14. SEVERABILITY

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

15. MODIFICATION OF THIS EULA BY THE COMPANY

The Company reserves the right to change the terms, conditions, notices under which the Software is offered, and inform the Customer before the changes would come into effect, in this instance 5 business days by email. The Customer shall have the right to object to any such changes, in which case this agreement shall remain as currently drafted.