License Agreement

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE CLICKING THE 'LOG IN' BUTTON BELOW, THEREBY SIGNIFYING YOUR ACCEPTANCE OF THE TERMS THAT FOLLOW ON BEHALF OF YOURSELF AND ON BEHALF OF YOUR EMPLOYER AND/OR YOUR COMPANY, IF ANY. IF YOU ARE NOT WILLING OR UNABLE TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD QUIT THE PROGRAM NOW. IF YOU DO NOT ACCEPT THESE TERMS YOU WILL NOT BE GRANTED ACCESS TO USE THE VALVEMASTER PREMIER COMPUTER PROGRAM (THE 'PROGRAM' HEREINAFTER). USE OF THIS COMPUTER PROGRAM WITHOUT SIGNIFYING YOUR AGREEMENT TO THESE TERMS IN THE MANNER INDICATED ABOVE IS STRICTLY PROHIBITED. THE PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU AND OCV CONTROL VALVE, INC. ('LICENSOR' HEREINAFTER), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. THE PROGRAM, IS LICENSED 'AS IS', AND LICENSOR DISCLAIMS ANY AND ALL WARRANTIES TO THE EXTENT PERMITTED BY LAW, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSE GRANT. Licensor hereby grants to you, and you accept, a nonexclusive and nontransferable personal license to use the Software according to the terms set out herein. The license granted extends only to use of the Software in connection with original OCV Control Valve products. All other uses are strictly prohibited. The Program may be used only by you personally. Neither concurrent use on two or more computers or use by an individual other than yourself is permitted without separate authorization from Licensor. Licensor reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion. RESTRICTIONS. You agree that you may not modify, adapt, translate, reverse engineer, or create derivative works based upon the Program or any part thereof. You also agree that you may not reverse assemble, reverse compile, or otherwise translate the Program or any part thereof. You further agree that you will not assign, sublicense, transfer, pledge, lease, rent, loan, or share your rights under this Agreement. You still further agree that you may not use the Program for the direct benefit of, or for purpose of rendering services to, any third party business entities or organizations. LICENSOR’S RIGHTS. You acknowledge and agree that the Program is the proprietary property of Licensor and is protected under copyright and / or patent law both in the U.S. and in countries foreign thereto. You further acknowledge and agree that all right, title, and interest in and to the Program, including intellectual property rights associated therewith, are and shall remain with Licensor. This Agreement does not convey to you an interest in or to the Program, but only a limited right of use revocable in accordance with the terms of this Agreement. TERM. This Agreement is effective upon your acceptance of its terms and conditions and your successful activation of the Program, and shall continue until terminated Licensor may terminate this Agreement with or without notice to you at any time and for any reason. YOUR ACCOUNT. You will be given an account and/or password that grants you access to the Program. You are responsible for maintaining the confidentiality of your account or password. You further agree to accept full responsibility for all activities that occur under your account or password. LIMITATION OF LIABILITY. Licensor's cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement or the Program shall not exceed the license fee paid to Licensor for the use of the Program, if any. In no event shall Licensor be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Licensor has been advised of the possibility of such damages. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. Under no circumstances shall Licensor be responsible for user error including, but not limited to, erroneous data input, misuse of program, incorrect interpretation of data or missing data. PROPRIETARY INFORMATION. The Program and all information and materials related thereto constitute proprietary information and trade secrets of Licensor. You shall use your best efforts to insure the confidentiality of the Program and all related materials and information supplied by Licensor. You warrant that you will not disclose, use, modify, copy, or reproduce the Program or any of the information or materials supplied by Licensor except in accordance with this license or after first obtaining the written permission of Licensor. You specifically agree to prevent your employees, agents, attorneys and representatives from disclosing such proprietary information and shall hold Licensor harmless and protect and indemnify same in the event of any disclosure by said persons. The non-disclosure provisions of this section shall continue beyond the term of the contract and shall be binding and enforceable even after termination of this Agreement. TRADEMARK. OCV Control ValveTM, ValvemasterTM, and Valvemaster PremierTM are trademarks of Licensor. No right, license, or interest to such trademarks are granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademarks. GOVERNING LAW. This Agreement shall be construed and governed in accordance with the laws of the State of Oklahoma, without regard to the choice of law provisions of that state, and all actions, regardless of the form or nature of such, to enforce this license or for the breach of same shall be brought within on (1) year from the occurrence of the grounds for such action in either state or federal court in Tulsa, Oklahoma. COSTS OF LITIGATION. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation. SEVERABILITY. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. NO WAIVER. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. It is specifically agreed that the breach of this Agreement, and in particular the section concerning non-disclosure of proprietary information, will result in irreparable injury and the party who claims such a breach shall be entitled to specific performance and injunctive relief to correct and enjoin such breach in addition to all other remedies which might be available.