Seeideas Inc. - License Agreement

.................
LICENSE AGREEMENT

IMPORTANT--READ THESE TERMS CAREFULLY BEFORE DOWNLOADING THIS LICENSED WORK. BY DOWNLOADING OR USING THIS LICENSED WORK, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING THE LICENSED WORK.

1. Grant of License for Registered Users
Seeideas Inc. (“Seeideas”), grants you a non-exclusive, non-transferable license to use the material with which this license is distributed (the "Licensed Work"), provided that: (i) the Licensed Work is NOT modified; (iii) all copyright notices are maintained on the Licensed Work; and (iv) you agree to be bound by the terms of this License Agreement. The Licensed Work shall be used only by you, only for your own personal or internal business use and not for the benefit of any other person or entity.

2. Ownership
You have no ownership rights in the Licensed Work. Rather, you have a license to use the Licensed Work as long as this License Agreement remains in full force and effect. Ownership of the Licensed Work, Documentation and all intellectual property rights therein shall remain at all times with Seeideas. Any other use of the Licensed Work by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement.

3. Copyright
The Licensed Work contains material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Seeideas. You may not remove any proprietary notice of Seeideas from any copy of the Licensed Work.

4. Restrictions
You may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Licensed Work or any part thereof without prior written permission from Seeideas.

5. Confidentiality
You acknowledge that the Licensed Work contains proprietary trade secrets of Seeideas and you hereby agree to maintain the confidentiality of the Licensed Work using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this License Agreement to those persons employed by you who come into contact with the Licensed Work, and to use reasonable best efforts to ensure their compliance with such terms and conditions.

6. Limited Warranty; Limitation of Liability
THE LICENSED WORK IS PROVIDED "AS IS" WITH NO REPESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF LICENSED WORK.

SEEIDEAS, ITS AFFILIATES AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO LICENSED WORK. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE LICENSED WORK IS TO STOP USING THE LICENSED WORK.

8. Export Restrictions
THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE LICENSED WORK OR INFORMATION ABOUT SUCH LICENSED WORK, WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE LICENSED WORK, WITHOUT CONSENT OF SEEIDEAS AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

9. Termination
This License Agreement is effective until it has been terminated. You may terminate this License Agreement at any time by discontinuing use of the Licensed Work. Seeideas may terminate this License Agreement for any reason, including, but not limited to, if Seeideas finds that you have violated any of the terms of this License Agreement. Upon notification of termination by Seeideas, you agree to destroy or return to Seeideas all copies of the Licensed Work and to certify in writing that all known copies have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this License Agreement.

10. General
This License Agreement shall be construed, interpreted and governed by the laws of the State of Ohio without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in Hamilton County, State of Ohio, USA. This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.