Ossic End User License Agreement (EULA)

IMPORTANT: READ CAREFULLY.  This document contains both the OSSIC CORPORATION Software End User License Agreement and the OSSIC CORPORATION Firmware End User License Agreement.

By using the OSSIC 3D Audio Headphones (“OSSIC Device”) and the OSSIC Software (“Software”) you are agreeing to be bound by the following agreements:

  • Software End User License Agreement
  • Firmware End User License Agreement

SOFTWARE END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“END USER” OR “YOU”) AND OSSIC CORPORATION (“OSSIC”). BY DOWNLOADING, INSTALLING OR OTHERWISE USING OSSIC SOFTWARE (THE “SOFTWARE”) AND/OR ITS ASSOCIATED USER DOCUMENTATION (THE “DOCUMENTATION”), YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS. IF YOU ARE AGREEING TO THIS AGREEMENT AS AN INDIVIDUAL, “END USER” AND “YOU” REFER TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THIS AGREEMENT AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “END USER” AND “YOU” REFER TO THAT ENTITY AND ALL INDIVIDUALS USING THE SOFTWARE BY, THROUGH OR ON BEHALF OF THE ENTITY. IF THE END USER DOES NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE OR OPERATE THE SOFTWARE OR ITS DOCUMENTATION AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE OR ITS DOCUMENTATION.

1. LICENSES AND RESTRICTIONS.

1.1 License. Subject to your compliance with the terms and conditions of this Agreement and payment of all applicable fees, OSSIC hereby grants you (either as an individual or entity), during the term of this Agreement, a limited, non-exclusive, non-transferable and non-sublicensable right to:

(a) if you are using a computer running a compatible macOS® or Windows® operating system (“Computer”), download, install and execute the object code version of the Software on a computer(s) owned or leased by you in accordance with the Documentation and solely for your personal, non-commercial purposes;

(b) if you are using a mobile device running a compatible iOS® or Android™ operating system (“Mobile Device”) download, install and execute the object code version of the Software on a mobile device(s) owned or leased by you in accordance with the Documentation and solely for your personal, non-commercial purposes; and

(c) access, stream, download, and use on such Computer or Mobile Device the Content and Services (as defined in Section 4) made available in or otherwise accessible through the Software, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services as set forth in Section 4. You acknowledge and agree that third party data transfer fees may apply depending on your data plan. OSSIC is not responsible for any data transfer costs incurred.

1.2 Restrictions. End User shall not, directly or indirectly, or permit any person or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; (b) modify, translate, or create derivative works based on any element of the Software or any related Documentation (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case End User agrees to first contact OSSIC and provide OSSIC an opportunity to create such changes as are needed for interoperability purposes); (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer the Software or any copy thereof; (d) use the Software for the benefit of any person or entity other than for the benefit of End User; (e) remove any proprietary notices from the Software or the Documentation or attempt to defeat any copy protection device included with the Software; (f) publish or disclose to third parties any evaluation of the Software without OSSIC’s prior written consent; (g) use the Software for any purpose other than its intended purpose; (h) use the Software in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments; or (i) use the Software in violation of any federal, state or local law, regulation or rule.

USE OF THE SOFTWARE IN ANY MANNER OTHER THAN AS PROVIDED IN THIS AGREEMENT IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OSSIC AND/OR ITS LICENSOR(S), SUBJECTING YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING WITHOUT LIMITATION MONETARY DAMAGES AND IMPRISONMENT FOR COPYRIGHT INFRINGEMENT.

2. Reservation of Rights.

You acknowledge and agree that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. OSSIC and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

3.  Collection and Use of Your Information.

You acknowledge that when you download, install, or use the Software, OSSIC may use automatic means to collect information about the use of the Software. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Software or certain of its features or functionality. All information OSSIC collects through or in connection with the Software is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through the Software, you consent to all actions taken by OSSIC with respect to your information in compliance with the Privacy Policy.

4.  Content and Services.

4.1 Content and Services. The Software may permit you to access OSSIC’s network services (the “Network Service”) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Software may be hosted on the Network Service (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by the Network Service Terms of Use and Privacy Policy, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Network Service, and your failure to do so may restrict you from accessing or using certain of the Software’s features and functionality. Any violation of the Network Service Terms of Use will also be deemed a violation of this Agreement.

4.2 Geographic Restrictions. The Content and Services are based in the state of California in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are solely responsible for compliance with local laws.

5. Updates.

5.1 Provision of Updates. OSSIC may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that OSSIC has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Computer and/or Mobile Device settings, when your Computer and/or Mobile Device is connected to the internet either: (i) the Software will automatically download and install Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. You acknowledge and agree that third party data transfer fees may apply depending on your data plan. OSSIC is not responsible for any data transfer costs incurred.

5.2 Installation of Updates. You shall promptly download and install all Updates and acknowledge and agree that the Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of this Agreement.

6. OSSIC Devices.

6.1 Firmware License. The Software is designed to facilitate your use of OSSIC device (each an “OSSIC Device”). OSSIC does not warrant that the Software will be compatible with other headphones. All use of such OSSIC Devices is subject to compliance with the OSSIC Firmware License [See Firmware End User License Agreement below] (as amended from time to time, the “Firmware License”), incorporated herein by reference. By using the Software in connection with an OSSIC Device, you hereby agree to the terms and conditions of the Firmware License.

6.2 Beta Versions. If you use a “beta” or other pre-release version of the Software or OSSIC Device (“Beta Release”), you acknowledge and agree that the Beta Release may contain more, fewer or different features than a subsequent commercial release version of the Software or OSSIC Device. Because of this, OSSIC will no longer support Beta Releases of the Software or OSSIC Devices after commercial versions are released subsequent versions of the Software may no longer work on Beta Release versions of the OSSIC Device. While OSSIC generally intends to distribute commercial release versions of the Software and OSSIC Device, OSSIC retains the right not to release commercial versions of any Beta release. Beta releases will be discontinued upon commercial release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by OSSIC to be suitable for commercial use, and that it may contain errors affecting its proper operation. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT USE OF A BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE BETA RELEASE. OSSIC SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.

7. Third Party Materials and Other Software.

The Software may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (”Third Party Materials”). You acknowledge and agree that OSSIC is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. OSSIC does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

8. Term and Termination.

8.1 Term. The term of Agreement commences when you download and install the Software and will continue in effect until terminated by you or OSSIC.

8.2 Termination. You may terminate this Agreement by deleting the Software and all copies thereof from your Computer and/or Mobile Device. OSSIC may terminate this Agreement at any time without notice if it ceases to support the Software or the OSSIC Device, which OSSIC may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of its terms and conditions.

8.3 Effective of Termination. Upon termination: (i)  all rights granted to you under this Agreement will also terminate; and (ii)  you must cease all use of the Software and delete all copies of the Software from your Computer and/or Mobile Device. This Section and Sections 1.2 (Restrictions), 2 (Reservation of Rights), 3 (Collection and Use of Your Information), 6 (OSSIC Devices), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Confidentiality), and 14 (Miscellaneous) shall survive any termination or expiration of this Agreement.

9. Disclaimer of Warranties.

THE SOFTWARE IS PROVIDED “AS IS”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OSSIC, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, OSSIC PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER HARDWARE SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OSSIC OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR THE CONTENT AND SERVICES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE. IN NO EVENT SHALL OSSIC'S OR ITS LICENSOR’S OR SUPPLIERS' TOTAL CUMULATIVE LIABILITY EXCEED FIVE HUNDRED DOLLARS (US $500) OR THE PURCHASE PRICE FOR THE OSSIC DEVICE, WHICHEVER IS LESS. END USER ACKNOWLEDGES THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT THE TERMS IN THIS SECTION 10 (LIMITATION OF LIABILITY) SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR OSSIC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

11. Indemnification.

You agree to indemnify, defend, and hold harmless OSSIC and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Software or your breach of this Agreement, including but not limited to the content you submit or make available through this Software.

12. Confidentiality.

End User acknowledges that the Software contains valuable proprietary information and trade secrets and that unauthorized or improper use of the Software will result in irreparable harm to OSSIC for which monetary damages would be inadequate and for which OSSIC will be entitled to immediate injunctive relief. Accordingly, you will maintain the confidentiality of the proprietary information and not sell, license, publish, display, distribute, disclose or otherwise make available such proprietary information to any third party, nor use such information except as authorized by this Agreement.

13. Mobile Application Terms.

13.1 iOS Applications. The following additional terms and conditions apply with respect to any Mobile Application that OSSIC provides to you that is designed for use on an Apple iOS-powered mobile device (an “iOS App”):

  • You acknowledge that this Agreement is between you and OSSIC only, and not with Apple, Inc. (“Apple”).
  • Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service.
  • OSSIC, and not Apple, is solely responsible for the iOS App and the materials available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App.
  • You agree that OSSIC, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to us as provider of the iOS App.
  • You agree that OSSIC, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App.
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
  • You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
  • You agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to your license of the iOS App. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you it relates to your license of the iOS App as a third-party beneficiary thereof.

13.2 The following additional terms and conditions apply with respect to any Mobile Application that OSSIC provides to you designed for use on an Android-powered mobile device (an “Android App”):

  • You acknowledge that this Agreement is between you and OSSIC only, and not with Google, Inc. (“Google”).
  • Google is only a provider of the Android marketplace where you obtained the Android App. OSSIC, and not Google, is solely responsible for the Android App and the materials available thereon. Google has no obligation or liability to you with respect to the Android App or this Agreement.
  • You acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to the Android App.

OSSIC does not warrant that the Mobile Applications will be compatible with your mobile devices. You acknowledge and agree that third party data transfer fees may apply depending on your data plan. OSSIC is not responsible for any data transfer costs incurred.

14. Miscellaneous.

14.1 Notices. OSSIC may give notice to End User by means of electronic mail to End User’s e-mail address on record with OSSIC, or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to the address provided by End User to OSSIC in the registration process or, for OSSIC, as posted on OSSIC’s corporate website, and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

14.2 Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

14.3 US Government Rights. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

14.4 Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

14.5 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of California. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

14.6 Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14.7 Entire Agreement. This Agreement, the Firmware License and our Privacy Policy constitute the entire agreement between you and OSSIC with respect to the Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Software.

14.8 Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. 

FIRMWARE END USER LICENSE AGREEMENT

THIS FIRMWARE LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER") AND OSSIC CORPORATION ("OSSIC"). BY USING THE OSSIC DEVICE (AS DEFINED BELOW) WHICH IS ASSOCIATED WITH THIS AGREEMENT, OR DOWNLOADING, INSTALLING OR OTHERWISE USING OSSIC’S FIRMWARE (THE “SOFTWARE”) AND/OR ITS ASSOCIATED USER DOCUMENTATION (THE “DOCUMENTATION”), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTS THIS AGREEMENT AND AGREES TO BE BOUND BY ALL OF ITS TERMS. IF YOU ARE AGREEING TO THIS AGREEMENT AS AN INDIVIDUAL, “CUSTOMER” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THIS AGREEMENT AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY AND ALL INDIVIDUALS USING THE SOFTWARE BY, THROUGH OR ON BEHALF OF THE ENTITY. IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE OR OPERATE THE OSSIC DEVICE, THE SOFTWARE OR ITS DOCUMENTATION, YOU SHOULD PROMPTLY RETURN THE OSSIC DEVICE AND ALL PACKAGING, AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE OR ITS DOCUMENTATION.

1. Licenses and Restrictions.

  • License. Subject to Customer’s compliance with the terms and conditions of this Agreement and payment of all applicable fees, OSSIC hereby grants to Customer (either as an individual or entity), during the term of this Agreement, a limited, non-exclusive, non-transferable and non-sublicensable right to install, execute and use one (1) copy of the object code version of the Software on a single OSSIC Device in accordance with the Documentation, solely for Customer’s personal, non-commercial purposes and not for the benefit of any other person or entity. "OSSIC Device" shall mean an OSSIC 3D audio headphone on which the Software is designed to be installed for use. This license does not permit you to use the Software on any device other than an OSSIC Device.
  • Restrictions. Customer shall not, directly or indirectly, or permit any person or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Software; (b) modify, translate, or create derivative and/or non-derivative works based on any element of the Software or any related Documentation (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case Customer agrees to first contact OSSIC and provide OSSIC an opportunity to create such changes as are needed for interoperability purposes); (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer the Software or any copy thereof; (d) use the Software for the benefit of any person or entity other than for the benefit of Customer; (e) remove any proprietary notices from the Software, the Documentation or any OSSIC Device, or attempt to defeat any copy protection device included with the Software; (f) publish or disclose to third parties any evaluation of the Software without OSSIC’s prior written consent; (g) use the Software for any purpose other than its intended purpose; or (h) use the Software in violation of any federal, state or local law, regulation or rule.
  • Reservation of Rights. Except as expressly granted in this Agreement, there are no other licenses granted to Customer, express, implied or by way of estoppel. All rights not explicitly granted in this Agreement are reserved by OSSIC.

USE OF THE SOFTWARE IN ANY MANNER OTHER THAN AS PROVIDED IN THIS AGREEMENT IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OSSIC AND/OR ITS LICENSOR(S), SUBJECTING CUSTOMER TO CIVIL AND CRIMINAL PENALTIES, INCLUDING WITHOUT LIMITATION MONETARY DAMAGES AND IMPRISONMENT FOR COPYRIGHT INFRINGEMENT.

2. Upgrades and Updates.

OSSIC has no obligation to provide Customer with updates or upgrades to the Software. This Agreement is limited to the version of the Software originally installed on the OSSIC Device or downloaded by Customer, as applicable, and does not include updates or upgrades to such Software, unless an update is provided by OSSIC in its sole discretion.

3. Disclaimer.

THE SOFTWARE IS PROVIDED ON AN AS-IS BASIS AND OSSIC MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. OSSIC DOES NOT MAKE ANY EXPRESS WARRANTIES AS TO THE SOFTWARE OR DOCUMENTATION AND, EXCEPT TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW. OSSIC HEREBY DISCLAIMS ANY AND ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

4. Limitation of Liability.

Limitations of Liability. EXCEPT TO THE EXTENT THAT LIABILITY MAY NOT BY LAW BE LIMITED OR EXCLUDED, IN NO EVENT WILL OSSIC OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR LOSS OF OR CORRUPTION TO DATA, LOST PROFITS OR LOSS OF CONTRACTS, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE SUPPLY OR USE OF THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION NEGLIGENCE). THIS LIMITATION WILL APPLY EVEN IF OSSIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL OSSIC'S OR ITS LICENSOR’S OR SUPPLIERS' LIABILITY EXCEED FIVE HUNDRED DOLLARS (US $500) OR THE PURCHASE PRICE FOR THE OSSIC DEVICE, WHICHEVER IS LESS. CUSTOMER ACKNOWLEDGES THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK.
Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 4 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

5. Confidentiality.

Customer acknowledges that the Software contains valuable proprietary information and trade secrets and that unauthorized or improper use of the Software will result in irreparable harm to OSSIC for which monetary damages would be inadequate and for which OSSIC will be entitled to immediate injunctive relief. Accordingly, Customer and its employees and agents will maintain the confidentiality of the proprietary information and not sell, license, publish, display, distribute, disclose or otherwise make available such proprietary information to any third party, nor use such information except as authorized by this Agreement.

6. Proprietary Rights.

As between OSSIC and Customer, all right, title and interest in the Software, the Documentation, and any other OSSIC materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Software and Documentation, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by OSSIC or OSSIC’s licensors and providers, as applicable. OSSIC and its licensor(s) retain all right, title and interest (including without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Software, any and all related and underlying technology and any derivative works or modifications of any of the foregoing. Customer hereby does and will irrevocably assign to OSSIC all evaluations, ideas, feedback and suggestions made by Customer to OSSIC regarding the Software or the Documentation (collectively, “Feedback”) and all intellectual property rights in the Feedback.

7. Use of Information.

Customer hereby acknowledges and agrees that OSSIC may, directly or indirectly through the services of third parties, collect and store information regarding the use and performance of the Software and about the OSSIC Device upon which it is installed and used. Customer further agrees that OSSIC may use such information for any purpose related to any use of the Software by Customer, including, without limitation, improving the performance of the Software or developing updates and verifying Customers compliance with the terms of this Agreement and enforcing OSSIC’s rights, including all intellectual property rights in and to the Software.

8. Termination.

OSSIC may terminate this Agreement if Customer fails to comply with any provision of this Agreement. Upon such termination, the license(s) granted hereunder shall also terminate and Customer agrees to cease all use of the Software and associated Documentation, installed or otherwise, and destroy or return to OSSIC all copies of the Software and accompanying Documentation that are in Customer’s possession or under its control. This Section and Sections 1.2 (Restrictions), 1.3 (Reservation of Rights), 3 (Disclaimer), 4 (Limitation of Liability), 5 (Confidentiality), 6 (Proprietary Rights), 7 (Use of Information), and 9 (Miscellaneous) shall survive any termination or expiration of this Agreement.

9. Miscellaneous.

Notices. OSSIC may give notice to Customer by means of electronic mail to Customer’s e-mail address on record with OSSIC, or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to the address provided by Customer to OSSIC in the activation process or, for OSSIC, as posted on OSSIC’s corporate website, and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

  • Governing Law. This Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the United States and the State of California as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
  • U.S. Government Customers. If Customer is a Federal Government entity, OSSIC provides the Software and the Documentation, including related software and technology, for ultimate Federal Government end use solely in accordance with the following: Government technical data rights include only those rights customarily provided to the public with a commercial item or process and Government software rights related to the Software and the Documentation include only those rights customarily provided to the public, as defined in this Agreement. The technical data rights and customary commercial software license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included in this Agreement.
  • Export. The Software utilizes software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Software shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Software, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Software may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. OSSIC and its licensors make no representation that the Software is appropriate or available for use in other locations. Any diversion of the Software contrary to law is prohibited. By using the Software, Customer represents and warrants that it is not located in any such country or on any such list.
  • General. Customer shall not assign its rights hereunder, or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of OSSIC. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any of this Agreement is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral. The terms and conditions of any purchase order or other instrument issued by Customer in connection with the purchase of any OSSIC product, including the Software, that are in addition to or inconsistent with the terms and conditions of this Agreement shall be of no force or effect. Neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, force majeure, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.