SOFTWARE LICENSE

BY USING MAVROIMAGING.COM, YOU AGREE TO THE TERMS OF USE.

DO NOT USE MAVROIMAGING.COM IF YOU DO NOT AGREE.

This Software License incorporates herein by reference in their entirety the terms, definitions, and meanings set forth in the Terms of Use.

This Software License (“License”) is entered into between Mavro Imaging LLC (as “Licensor”) and you (as “Licensee”).  The effective date of this Agreement shall be the date Licensee accepts this agreement (the “Effective Date”).

1.  License Grant

Subject to the terms and conditions of this License, Licensor hereby grants to Licensee a limited, non-exclusive, nontransferable license to use the software provided by Licensor to Licensee via the Site (the “Software”).  As used herein, the term “Software” shall include without limitation any and all programs, libraries, plug-ins, application programming interfaces (APIs), or any other form of computerized source code or object code provided by Licensor to Licensee through the Site in Licensor’s sole discretion.  Under this License, Licensee is prohibited from making and creating customizations, updates, corrections, or other changes to the Software, and Licensee shall have no right to sublicense the Software or develop derivative works based on the Software.

Licensor reserves the right, at its sole discretion, to amend, remove, or add to the License at any time and without any prior notice (collectively, the “modifications”).  Such modifications shall be effective immediately.  It is Licensee’s responsibility to periodically review the License.  Licensee’s continued use of the Software following the posting of any modifications constitutes Licensee’s acceptance of the modifications.

At all times Licensor shall own and maintain ownership of all right, title, and interest in and to the Software and all intellectual property rights embodied therein or related thereto including but not limited to the source and object codes and any customizations, updates, and corrections to the Software made by Licensor.  No intellectual property rights whatsoever are granted to Licensee by Licensor under this License by implication, estoppel, or otherwise.

Licensee agrees to safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable standards of industrial security for the protection of trade secrets and proprietary information so that no unauthorized use is made of the Software.

Licensor acknowledges and agrees that programs, libraries, plug-ins, application programming interfaces (APIs), or any other form of computerized source code or object code that Licensor does NOT provide to Licensee via the Site (“Otherware”) is NOT included in the Software, is not subject to this License, and that Licensee has no right, title, or license to the Otherware whatsoever.  The components that comprise Software and Otherware are entirely in the sole discretion of Licensor and are distinguishable by whether or not provided by Licensor to Licensee via the Site.

2.  Software Provided “As Is”

Licensor provides the Software to Licensee “as is” and makes no warranties or representations that the Software is free of errors or defects, or that it adequately performs the functions it is intended to perform.  Licensee shall test the Software to ensure its acceptability for Licensee’s purpose prior to putting the Software in productive use.

Licensor is under no obligation to update or correct defects or errors in the Software.  If Licensor does provide Licensee with updates or corrections, the terms and conditions of this License shall apply to such updates or corrections.

LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

LICENSEE AGREES THAT LICENSEE’S ACCESS OF THE SOFTWARE IS ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, AND THAT LICENSOR MAKES NO REPRESENTATIONS ABOUT LICENSEE’S ABILITY TO ACCESS THE SOFTWARE AT ANY GIVEN TIME, THE ACCURACY OR COMPLETENESS OF THE SOFTWARE, OR THAT THE SOFTWARE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE PROGRAMS OR SUBROUTINES.  LICENSOR DOES NOT REPRESENT OR WARRANT THAT LICENSEE WILL BE ABLE TO ACCESS THE SOFTWARE USING ANY GIVEN COMPUTING DEVICE AND DISCLAIMS ANY OBLIGATION TO UPDATE THE SOFTWARE FOR COMPATIBILITY WITH OPERATING SYSTEM OR BROWSER SOFTWARE CHANGES.

AS A CONDITION OF USING THE SOFTWARE, LICENSEE AGREES THAT LICENSEE’S SOLE REMEDY AGAINST LICENSOR AND ITS AFFILIATES FOR ANY CLAIM, COMPLAINT, RIGHT OF ACTION, OR OTHER DISPUTE ARISING FROM LICENSEE’S USE OF THE SOFTWARE IS TO TERMINATE LICENSEE’S LICENSE AND TO STOP USING THE SOFTWARE.  LICENSEE ASSUMES THE SOLE RISK OF USING THE SOFTWARE.  IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, OWNERS, AGENTS OR EMPLOYEES, BE LIABLE FOR ANY AMOUNT EXCEEDING THE AMOUNT LICENSEE PAID TO USE THE SOFTWARE.

LICENSEE AGREES THAT LICENSOR, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, OWNERS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, OPPORTUNITY COSTS, TRADING LOSSES, LOST TIME, AND GOOD WILL.

The above disclaimers apply to all damages or liabilities caused by any failure of the Software, interruption, outage, delay, computer virus, defect in the Software, or other feature of the Software, whether sounding in breach of contract, negligence, or any other cause of action under statute or common law.

3.  Ownership

Licensee acknowledges and agrees that the Software (including customizations, updates, and corrections, if any) are the property of, and all rights thereto, are owned by Licensor, and that said Software comprises trade secrets of Licensor, are valuable and confidential to Licensor, and that its use and disclosure must be carefully and continuously controlled.  Title to the Software, and customizations, updates or corrections, if any, shall at all times remain with Licensor.  Licensee further acknowledges and agrees that the Software shall be used only for the purpose(s) set forth in this License.

Licensee shall keep the Software (and customizations, updates, and corrections, if any) free and clear of any claims, liens, and encumbrances attributable to the use or possession of the Software by Licensee.  Any act of Licensee, whether voluntarily or involuntarily, purporting to create a claim of encumbrance shall be null and void.

While this License is in effect, or while Licensee has custody and possession of the Software, Licensee will not: (a) provide or make available the Software to any person or entity other than employees of Licensee consistent with Licensee’s use thereof under this License; or (b) create or attempt to create, or permit others to create or attempt to create, by disassembling, reverse engineering, or otherwise, the source program or any part thereof from the object program or other information made available to Licensee pursuant to this License.

Licensee agrees to promptly notify Licensor if it obtains information as to any unauthorized possession, use, or disclosure of the Software by any person or entity, and further agrees to cooperate with Licensor in protecting Licensor’s proprietary rights.

4.  Term and Termination

The license subject to this License shall continue until the expiration of Licensee’s Subscription or trial period, or immediately upon notification to Licensee by Licensor, whichever occurs first.

5.  Indemnification and Limitation of Liability

Licensee agrees to indemnify and hold Licensor harmless from and against all loss, cost, expense, and liability (including reasonable attorneys’ fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software.  Licensee also agrees to indemnify and hold Licensor harmless from and against any loss or damages to Licensor related to, or associated with, Licensee’s use of the Software.

Licensee further agrees to indemnify and hold Licensor harmless, and defend at its expense, any action brought against Licensor, including without limitation its officers, directors, employees, shareholders, legal representatives, agents, successors, and assigns, to the extent that it is based on a claim that Licensee’s use of the Software infringes any intellectual property rights of any third parties.

Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort, or otherwise.  Licensor and Licensee agree that Licensee relies on its own judgment in utilizing the Software.

6.  Other Legal Provisions

No waiver of any breach of any provision of this License shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

This License constitutes the complete and exclusive statement of this agreement between the parties hereto and supersedes any and all prior express implied agreements or understandings between the parties hereto concerning the subject matter hereof.  No amendment, waiver or other alteration of this License may be made except by mutual agreement in writing.

If any provision or provisions of this License shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected thereby and the parties shall negotiate replacement provisions for those provisions which are held invalid, illegal, or unenforceable which as closely as possible express the intent of those provisions.

This License and the rights and obligations under this License shall not be transferable, sublicensable, or assignable to any other person, firm, or corporation by Licensee without the express prior written consent of the Licensor.  The rights and obligations of this License shall inure to the benefit of and be binding upon the parties hereto, their successors, and permitted assigns.

To the fullest extent permitted by law Licensee hereby expressly agrees that: (1) the laws of the State of New Jersey shall govern the validity and construction of this License without giving effect to any provisions concerning conflicts of law or choice of law; (2) any proceeding arising out of or relating to this License shall be instituted in a federal or state court in New Jersey, United States of America; and (3) LICENSEE IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY TRIAL OF ANY DISPUTE ARISING FROM THIS LICENSE.

The parties acknowledge and agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this License.

The various headings in this License are inserted for convenience only and shall not affect the meaning or interpretation of this License or any paragraph or provision hereof.