IMPORTANT - READ CAREFULLY BEFORE CONTINUING

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING ON "Agree" BUTTON. BY INDICATING YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU ("CUSTOMER") ACKNOWLEDGE AND AGREE TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT FOR THE USE OF THE SOFTWARE ("SOFTWARE"), PROVIDED BY SIMPLECAM ("COMPANY").  IF CUSTOMER IS NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT OR DON'T UNDERSTAND THEM, CUSTOMER SHOULD PROMPTLY EXIT FROM THIS INSTALLATION PROGRAM AND WILL NOT BE ALLOWED ACCESS TO THE SOFTWARE.  IF YOU DO NOT ACCEPT, PROMPTLY EXIT FROM THIS INSTALLATION PROGRAM BY CLICKING ON THE "Not Agree" BUTTON.

I - LICENSE TO USE THE SOFTWARE
Effective upon acceptance of this Agreement, the COMPANY hereby grants to CUSTOMER the right of purchasing a nonexclusive, nontransferable LICENSE to USE the SOFTWARE, on a single computer only.  If multiple instancies of the SOFTWARE are to be executed (used) on multiple machines, CUSTOMER needs to purchase a LICENSE for each machine.

II - CUSTOMER REGISTRATION
CUSTOMER will provide all relevant data to the COMPANY as required at registration time. CUSTOMER will also provide relevant data at subsequent times as requested by the COMPANY. CUSTOMER shall maintain and promptly update the registration data to keep it true, accurate, current and complete. CUSTOMER acknowledges that the COMPANY may use the registration data for any lawful purpose.

III - The COMPANY'S RIGHTS
The COMPANY shall retain all right, title and interest to the SOFTWARE including all patents, copyrights, trademarks and all other intellectual property rights thereto. CUSTOMER may not, nor allow any third party, to copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the SOFTWARE for any purpose whatsoever. The copyright notices and other proprietary legends shall not be removed from the SOFTWARE and no use of trademarks is granted under this Agreement.  CUSTOMER may not grant any sublicenses, leases or other rights in the SOFTWARE to any third party.  All rights not expressly granted under this Agreement are retained by the COMPANY.

IV - TERMINATION
Either party may terminate this Agreement upon notice to the other party.  Upon termination, CUSTOMER shall immediately cease to use the SOFTWARE and the COMPANY shall have no further obligations whatsoever to CUSTOMER, including but not limited to answer any message nor e-mail sent by CUSTOMER.  The COMPANY shall not be liable to the CUSTOMER or any third party for any reason for the COMPANY's terminating this Agreement.

V - WARRANTY DISCLAIMER
THE SOFTWARE LICENSED HEREUNDER IS LICENSED "AS IS" AND THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW.  THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE IS FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SOFTWARE SHALL BE BORNE SOLELY BY CUSTOMER.

THE COMPANY MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SOFTWARE WILL BE SECURE, ERROR FREE OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

THE CUSTOMER SHALL ASSUME THE ENTIRE RISK OF USING THE SOFTWARE.

VI - LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. THE COMPANY'S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE LICENSE FEE PAID BY CUSTOMER FOR THE SOFTWARE, IF ANY. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

VII - INDEMNIFICATION
CUSTOMER shall indemnify and hold harmless to the COMPANY and his agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys' fees), and damages resulting from any negligent acts, omissions or willful misconduct by CUSTOMER, CUSTOMER's use of the SOFTWARE and any breach of the terms and conditions of this Agreement by CUSTOMER.

VIII - MODIFICATION TO AGREEMENT
The COMPANY reserves the right to change the terms and conditions of this Agreement and such changes will become effective upon posting of such changes on the COMPANY's website.
 
IX - GENERAL
This Agreement merges all prior written and oral communications and defines the entire agreement of the parties concerning the SOFTWARE.  In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect and such illegal, void or ineffective provisions shall be construed, as nearly as possible, to reflect the intentions of the parties.  All notices under this Agreement shall be in writing and delivered by e-mail.  This Agreement shall be construed in accordance with international laws of software development and distribution.  CUSTOMER agrees and acknowledges that any breach of the provisions regarding ownership contained in this Agreement shall cause the COMPANY irreparable harm and the COMPANY may obtain injunctive relief as well as seek all other remedies available to the COMPANY in law and in equity.  CUSTOMER shall not assign its rights under this Agreement. The Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives. The failure of the COMPANY to exercise its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement.


I, THE CUSTOMER, ACKNOWLEDGE THAT THIS AGREEMENT CONSTITUTES A VALID AND LEGALLY BINDING OBLIGATION ON MY PART AS CUSTOMER.

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