SOFTWARE END-USER LICENSE AGREEMENT

By downloading, installing, or otherwise using the Sodius Corp. Application Software (“Software”) or any portion thereof, or using a device on which the Software is installed (“Device”), You agree to be bound by this End-User License Agreement (the "Agreement"), which is a legal contract between You (either an individual or a business entity) and Sodius Corp., a Delaware corporation located at 418 N. Main St., Suite 200, Royal Oak, MI 48067 ("Sodius").  If you do not agree to the terms of this AGREEMENT, do not install or use the Software. The “Effective Date” means the date that the End-User has accepted this Agreement, such as by checking the “I Agree” checkbox if applicable or downloading, installing or using the Software or any portion thereof.

LICENSE TERMS AND CONDITIONS

1. ACCEPTANCE

1.1   You (“End-User”) agree, both on your own behalf and as an authorized representative of any organization for which you are using the Software, to these terms and conditions by downloading, installing, or using the Software or any portion thereof, or using a Device on which the Software is installed.

1.2   By downloading, installing, or using the Software or any portion thereof, or using the Device on which the Software is pre-installed, You represent that You have obtained the Software from Sodius or an authorized representative of Sodius and are an authorized End-User of the Software.

1.3   If You do not accept the terms of this Agreement, do not install and/or use the Software, or use the Device on which the Software is installed.

 

2.  LICENSE AND OWNERSHIP

2.1   License Grant.  Subject to the terms of this Agreement, and provided that the Software is used only for the purpose of operating and/or communicating with a Device and that You shall not use the Software for any other purpose, Sodius hereby grants You, and You hereby accept, a non-exclusive, non-sublicensable, non-transferable, limited license to use the Software:

(a)  in machine readable object code as provided by Sodius on a central processing unit ("CPU") owned or leased or otherwise controlled exclusively by You; and

(b)  only as authorized in this Agreement and in accordance with any related explanatory files and written materials provided by Sodius, directly or indirectly (via distributors) in the download file package containing the Software (or other file transfer means).

2.2    Title and Ownership.  The Software may be protected by United States Patent, Copyright Law and International Treaty provisions.  Except for the rights expressly granted above, this Agreement transfers to you no right, title, or interest in the Software, or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right in the Software, Sodius retains sole and exclusive ownership of the Software and all copies thereof and you hereby assign to Sodius all right, title, and interest in and to any modifications you make to the Software, whether or not such modifications are permitted.

2.3    Backup Copy.  You may make a backup copy of the Software provided by Sodius under this Agreement.  You may use the backup copy only to reinstall the Software.

2.4    Sublicense.  You may not sublicense or otherwise transfer or assign any interest in or to the Software to any third parties.

2.5    Trademarks.  Certain marks, including, but not limited to: Sodius, SECollab, and MDWorkbench are either trademarks or registered trademarks of Sodius Corp. in the United States and/or other countries.  You shall not remove or conceal any trademark or proprietary notice of Sodius or any third party from the Software including any back-up copy.

2.6    Reservations.  All rights not expressly granted in this Agreement are reserved by Sodius.  No additional rights whatsoever (including, without limitation, any implied licenses) are granted by implication, estoppel, or otherwise.

 

3. LIMITATIONS AND OBLIGATIONS

3.1    Authorized Parties.  You must be an End-User in order to install or use the Software.  If You are a business or organization, You agree that upon request from Sodius or its authorized agent, You will within thirty (30) days of the request fully document and certify that use of any and all Software at the time of the request is in conformity with Your valid license(s) from Sodius.

3.2    Restrictions.  You, either through your own actions or by directing or permitting any third party to act, may not:

(a)  sell, lease, lend, or distribute (including through the Internet) the Software;

(b)  use the Software for any purpose other than for operating and/or communicating with Devices;

(c)  attempt to discover any underlying ideas or algorithms used by the Software through reverse engineering, de-compilation, or disassembly of the Software; or

(d)  remove, alter, or obscure any product identification, copyright, trademark, or other intellectual property notices embedded within the Software or included in any related explanatory files and written materials provided by Sodius.

3.3    Support Services.  You acknowledge that this Agreement does not entitle You to any support, maintenance or upgrade from Sodius and Sodius is under no obligation to provide You with such support, maintenance or upgrade.

3.4    Software Updates.  You may communicate with Sodius from time to time to check for available updates to the Software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions.  By installing or using the Software, You agree to request and receive such updates. Updates to the Software are subject to the terms of this Agreement.

 

4. PRIVACY POLICY AND DATA TRANSFER

4.1    Software Registration.  Download and/or operation of the Software may require You to register by providing certain information and to accept this Agreement.  By installing or using the Software, You agree to provide accurate information during registration.

4.2    End-User Data Base.  Sodius may maintain a database of all registered End-Users including contact information.  By installing or using the Software, You consent to Sodius maintaining this database.

4.3    Sodius Privacy Policy.  As a condition of downloading and using the Software, You agree to the terms of the Sodius Privacy Policy at https://www.sodius.com/en/legal-privacy-notice, which may be updated from time to time and without notice, but will in no event be less stringent than the current policy.

4.4    Facilities and Data Transfer.  Sodius may process, store and transfer data collected during the use of the Software in the United States any other location where Sodius or its third-party service providers maintain facilities.  The particular data that may be transmitted by Sodius products via the Internet is described in the Sodius Privacy Statement Regarding Internet Data Collection at https://www.sodius.com/en/legal-privacy-notice. We may process, store and transfer Your data on a server located outside the country where you live.  By installing or using the Software You consent to this processing, storage and transfer of Your data outside of Your own country.

 

5. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

5.1    WARRANTY DISCLAIMER.

(A)  SODIUS SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.

(B)  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND.  MORE SPECIFICALLY, SODIUS DISCLAIMS ANY WARRANTIES THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE, INCLUDING ANY ASSOCIATED SOFTWARE, WILL BE UNINTERRUPTED OR ERROR-FREE.

5.2    LIMIT OF LIABILITY.  IN NO EVENT WILL SODIUS BE LIABLE TO YOU FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SODIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.3    INTERPRETATION OF WARRANTY DISCLAIMER AND LIABILITY LIMITATION.  IF THE DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY PROVIDED HEREIN CANNOT BE GIVEN LOCAL LEGAL EFFECT ACCORDING TO THEIR TERMS, A REVIEWING COURT SHALL APPLY LOCAL LAW THAT MOST CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL CIVIL LIABILITY IN CONNECTION WITH THE SOFTWARE.

 

6. GENERAL PROVISIONS

6.1    Governing Law and Venue.  This Agreement shall be governed and construed in accordance with the laws of the State of Illinois, without regard to conflicts of laws principles.  In any action to enforce this Agreement, the prevailing Party shall be entitled to actual costs and attorneys’ fees, reasonably incurred from the non-prevailing Party.  Venue for any ligation arising out of this Agreement shall exclusively lie in the state and federal courts governing DuPage County, Illinois. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

6.2    Injunctive Relief.  Each Party acknowledges that its breach of this Agreement may cause irreparable damage to the other Party and hereby agrees that the other Party shall be entitled to seek injunctive relief under this Agreement by a court of competent jurisdiction.

6.3    Term. This Agreement shall commence on the Effective Date and may be terminated: (a) at any time by You by destroying the Software and any copies of the Software in Your possession; (b) immediately by Sodius if You breach any term of this Agreement; or (c) automatically at the end of any the term of any software licensing agreement for which the Software has been provided to the End User.

6.4    Compliance with Laws.  The Software is of U.S. origin for purposes of U.S. export control laws.  You agree to comply with all applicable international and national laws and regulations in using the Software provided under this Agreement, including the U.S. Export Administration Regulations, as well as end-user, end use, and destination restrictions issued by U.S. and other governments.  You certify that You are not a national of any country to which the United States embargoes goods. You certify that You are not otherwise prohibited from receiving the Software.

6.5    Entire Agreement.  This Agreement constitutes the entire agreement between You and Sodius with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, understandings, and/or agreements, whether oral or written, relating to the subject matter hereof.  All prior or contemporaneous representations, understandings or agreements, whether oral or written, that are not expressly set forth within this Agreement are hereby deemed waived, superseded, and abandoned.

6.6    Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect any other provision of this Agreement, and the remaining provisions shall continue with the same effect as if such unenforceable or invalid provision had not been included in this Agreement.

6.7    No Third Party Beneficiaries.  This Agreement is for the benefit of, and will be enforceable by, the parties only.  This Agreement is not intended to confer any right or benefit on any third party. No action may be commenced or prosecuted against a party by any third party (including, without limitation, affiliates) claiming as a third party beneficiary of this Agreement or the Licenses granted herein.