license agreement

DateWheel™ , Calorie Factor™, OptiSize™, Quick Ohm™, Serving Sizer™, Fraction Fit™, Gage Tech™, Trip Boss™, Recipe Manager with Serving Sizer™, Tip Boss™

SOFTWARE END USER LICENSE AGREEMENT

IMPORTANT -- PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY: This license agreement ("Agreement") is a legal agreement between you (either an individual or, if purchased or otherwise acquired by or for an entity, an entity) and Creative Algorithms, LLC ("Company") for the specific version identified above of the computer software including all code, data, and other resources and associated electronic or online documentation, printed materials, media, and all updates or upgrades of the above ("Software").
By receiving, installing, copying, downloading, accessing, distributing or otherwise using the Software, you are confirming your acceptance of the software and agreeing to be bound by the terms of this Agreement. If you do not agree to all of the terms of this Agreement, you are not licensed to use the Software and should not download it or, if purchased from a store, you should return it to the place of purchase for a full refund.

GRANT OF LICENSE.
This Agreement grants you a nonexclusive, nontransferable license to install, use, archive, make verbatim copies of, and distribute the Software as much as you like; subject to the terms in this Agreement. If you fail to comply with any of the terms in this Agreement, your rights under this Agreement shall terminate.
The Software is not designed, intended or licensed for use in hazardous environments requiring fail-safe controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. The company specifically disclaims any express or implied warranty of fitness for such purposes.
Certain rights are not granted under this Agreement, but may be available under a separate agreement. If you would like to enter into a bulk licensing agreement or learn of other licensing strategies, please go to: http://www.creativealgorithms.com.

TITLE.
The Company and its suppliers retain all of their respective copyright and intellectual property rights, including ownership of, rights to, title of, and interest in, the Software, including the code and the visual aspects of the Software, translations, derivative works, and to all copyrights, trademarks, service marks, and trade dress rights, whether registered or unregistered, with respect to the programs, packaging, media, and manuals and all copies thereof.

COPYRIGHTS.
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. All title and intellectual property rights in and to the content, including but not limited to, text, fonts, images, video, and sounds, which may be accessed through use of the Software are the property of the respective content owner and may be protected by applicable copyright, trademark, or other intellectual property laws and treaties. This Agreement grants you no rights to use such content outside the use of the Software. You may not loan, rent, publish, sell, assign, lease, sublicense, market, or transfer any such content or use it in any manner not expressly authorized by this Agreement.
All rights not expressly granted in this Agreement, including Federal and International Copyrights, are reserved by the Company.

LIMITED WARRANTY.
The Company warrants that for a period of ninety (90) days from the date of purchase the Software shall substantially conform to its published specifications. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to you as the original licensee.
Your exclusive remedy and the entire liability of the Company and its suppliers under this limited warranty will be, at the Company's option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the Company.
In no event does the Company warrant that the Software is error free or that you will be able to operate the Software without problems or interruptions.
The above warranty does not apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which the Company does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.
This warranty does not apply if the software (a) has been altered, except by the Company, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by the Company, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultrahazardous activities.

WARRANTY DISCLAIMER.
Except as specified in this warranty, all express or implied conditions, representations, and warranties including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, freeness of defects and errors, operation without interruption, noninfringement, title, quiet enjoyment, or arising from a course of dealing, usage, or trade practice, are hereby excluded to the extent allowed by applicable law.
No rights or remedies referred to in article 2A of the UCC will be conferred on you unless expressly granted herein.

DISCLAIMER OF INDEMNIFICATION.
You are solely responsible for determining the appropriateness of using and distributing the Software and assume all risks and costs associated with your exercise of rights under this Agreement, including but not limited to the risks and costs of program errors, compliance with applicable laws, damage to or loss of data, programs or equipment, infringements of patents, and unavailability or interruption of operations.

DISCLAIMER OF LIABILITY.
In no event shall the Company or any third party, including but not limited to authors, copyright holders, distributors, or suppliers be liable to you for any damages, claim, loss, or other liability, including, but not limited to, general, indirect, special, exemplary, incidental, consequential, or punitive damages, lost profits, lost sales or business, expenditures, investments, or commitments in connection with any business, or loss of any goodwill, arising from the use of, inability to use, installation of, or distribution of the Software or data however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise), even if the Company was informed of, knew of, or should have known about the possibility of such damage. This limitation applies to all causes of action in the aggregate including without limitation: breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.
In no event shall the Company or its suppliers' liability to you exceed the price paid by you for the Software that caused such damage. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. The Company shall bear no responsibility if the Software has been altered in any way, or for the failure that arises out of use of the Software with other than a recommended hardware configuration, platform or operating system.
No oral or written information or advice given by the Company, its dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of any warranty provided herein.
The foregoing limitations on liability are intended to apply to all aspects of this Agreement.
Some states do not allow limitation or exclusion of liability for consequential or incidental damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from state to state.

EXCLUSION OF DAMAGES.
Damages excluded by this Agreement include, without limitation, procurement of substitute goods or services, or loss of use, data, profits, or goodwill, business interruption, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses.

LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.
You may not modify, reverse engineer, debug, trace, decompile, disassemble, emulate, simulate, port, adapt, translate, tamper with, make derivative works of or otherwise alter the Software (which includes its documentation and data).
You may not defeat, remove, circumvent or attempt to defeat, remove, or circumvent any copy protection, product registration, evaluation, advertising, promotional, or sponsorship mechanisms of the Software.
You shall not derive or attempt to derive the source code, source files or structure of all or any portion of the Software.
You shall not use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Software.

BASIS OF BARGAIN.
The disclaimers and limitations set forth in this Agreement are fundamental elements of the basis of the agreement between the Company and you. The Company would not be able to provide the Software on an economic basis without such limitations. Such disclaimers and limitations inure to the benefit of the Company's licensors.

COPYING AND DISTRIBUTION.
This Agreement grants you the right to make unlimited verbatim copies of this software and to distribute the Software to others.
You may not charge any money for the Software except reasonable duplication costs.
All copies must include the Software in its entirety and this Agreement.
You may not distribute, share, disclose, publish, expose, or otherwise make known to anyone other than a Company employee, its agents and distributors, any software keys, codes, or license files provided to you for the purpose of activating, unlocking, registering, or receiving discounts on the Software or features of the Software.
Although you may distribute the Software and this Agreement, the license granted by this Agreement remains nontransferable.
You may not sell, share, rent, lease, or sublicense the Software.

DEMONSTRATION SOFTWARE RESTRICTIONS.
If the Software is labeled "Demonstration", "Evaluation", or such, then, notwithstanding other sections of this Agreement, your use of the Software is limited to use for demonstration, test, or evaluation purposes. You may not defeat or attempt to defeat the mechanisms that limit the functionality of such software.

BETA SOFTWARE RESTRICTIONS.
If the Software is labeled "Alpha", "Beta", "Release Candidate", or such, then, notwithstanding other sections of this Agreement, your use of the Software is limited to use for testing, or evaluation purposes and you may not distribute, copy, loan, rent, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Software.

TECHNICAL SUPPORT.
This Agreement does not guarantee you any technical support from the Company. You may submit questions and bug reports online at http://www.creativealgorithms.com. However, this Agreement does not guarantee you a response.

COMMUNICATIONS.
Any communication or material you send to the Company, electronically or otherwise, including but not limited to data, questions, comments, suggestions, requests, reports, or submissions becomes the property of the Company and will be treated as non-confidential and non-proprietary. Anything you send to the Company may be freely used, without obligation of any kind, for any purpose including, but not limited to, reproduction, transmission, disclosure, publication, broadcast, and posting. The Company is free to use, without obligation of any kind, any ideas, concepts, techniques, or know-how contained in any communication you send, for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and services.

EXPORT RESTRICTIONS.
Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledges that you have the responsibility to obtain licenses to export, re-export, or import Software.
You agree that you will not export or re-export the Software to any country, person or entity subject to U.S. export restrictions.
You specifically agree not to export or re-export any of the Restricted Components: (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Software back to such country; (ii) to any person or entity who you know or have reason to know will utilize the Software in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the BXA nor any other U.S. federal agency has suspended, revoked or denied your export privileges.

ARBITRATION.
All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration in the home jurisidiction of the Company under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law.

TRANSFER OF RIGHTS.
You may not transfer your rights under this Agreement to another party.

AMENDMENTS.
This Agreement may be modified or amended, only if the amendment is made in writing and is signed by both parties.

WAIVER OF CONTRACTUAL RIGHT.
The failure or delay of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois and the intellectual property laws of the United States of America as if performed wholly within the state and without giving effect to the principles of conflict of laws.
No party to this Agreement will bring a legal action under this Agreement more than one year after the cause of such action arose.
In each case this Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

SEVERABILITY.
If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by you or the Company, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous agreements or understandings between the Company and you, whether written or oral, with respect to the Software.
You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect.

TERMINATION.
Your rights under this Agreement shall terminate, without notice from the Company, if you fail to comply with any of the material terms or conditions of this Agreement and do not cure such failure in a reasonable period of time after becoming aware of such noncompliance. If your rights under this Agreement terminate, you agree to cease use of the Software as soon as reasonably practicable. However, your obligations under this Agreement and any licenses granted by you relating to the Software shall continue and survive.

END OF LICENSE AGREEMENT

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