Omnigate Software License Policy
Effective Date: February 7, 2019
By executing the Omnigate Software Purchase Contract (“Contract”) Buyer acknowledges and represents they have read and agree to the terms and conditions of this Omnigate Software License Policy (“License Policy”) and agree and understand this License Policy is made a part of the Contract by reference. Buyer agrees to be bound by this License Policy. If Buyer does not agree to be bound by this License Policy, then do not install or use the software.
From time to time, Omnigate may modify this License Policy. All modified versions will be effective at the time it is sent to the Buyer or as soon as it is publicly available on Omnigate’s website. To keep abreast of your license rights and relevant restrictions, please bookmark this License Policy and read it periodically. By downloading and or installing any Software after any modifications, the Buyer agrees to all the modifications.
Unless otherwise indicated in the text, the words and expressions that start with a capital letter and that appear in License Policy, or in any documentation subordinated to it, shall be interpreted as defined in the Omnigate Professional Support Policy.
2.0. LICENSE POLICY TERMS AND CONDITIONS
2.1. Scope of License – Omnigate grants the Buyer a worldwide, non-exclusive, non-transferable license to use the Software, subject to the terms and conditions of this License Policy. Only Authorized Users may use the Software, and only up to the permitted number of Authorized Users. The Buyer may make a limited number of copies of the Software as is strictly necessary for purposes of data protection, archiving, backup, and testing and internal development. The Buyer is responsible for the Authorized Users compliance with this License Policy. Unless Omnigate agrees otherwise in writing, the Buyer may only install, use or make available the Software on the Buyer’s hardware systems, whether owned, leased or controlled. The Buyer will be responsible for any use of the Software on any hardware systems not owned, leased or controlled by the Buyer.
2.2. Open Source Software – The Software may contain or be provided with components subject to the terms and conditions of “open source” software licenses (“Open Source Software”). To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Software License with respect to such Open Source Software, including any provisions governing access to source code, modification or reverse engineering.
2.3. Source Code – Omnigate may provide some elements of Software in source code form (“Source Code”). Unless otherwise specified, the Buyer may modify Source Code solely to develop bug fixes, customizations, and additional features (“the Buyer Modifications”) and, notwithstanding anything else in this Software License, may only use the Buyer Modifications internally for purposes of using the Software licensed from Omnigate. Omnigate will have no support, warranty, indemnity or assume any liability for any Buyer Modifications or any effect they may have on the operation of the Software.
2.4. IP Protection – The Software has license protection codes designed to manage and protect Omnigate’s and its suppliers’ and licensors’ intellectual property rights. Whether using Source Code or not, the Buyer must not modify or alter these codes or try to circumvent them or the usage rules they are designed to enforce. The Buyer recognizes that Omnigate is and remains the sole owner of all the intellectual property
3.0. FEES AND PAYMENT
3.1. Free version – This Software License is provided to the Buyer free of charges for as long as the Buyer is bounded or locked into a Support and Maintenance Software License as further defined in the Professional Support Policy and reflected on the Order Form with Omnigate and for a maximum amount of 100 Authorized Users.
3.2. Paid version –
4.0. TERMS OF LICENCE
4.1. Fixed term – This Software License is valid until termination or the expiration of the Licence Term as defined in the Omnigate Software Purchase Contract to which this Licence is attached.
5.1. Access Rights – The Buyer may access and use the Software during the License Term subject to the terms and conditions of this Software License. Only Authorized Users may use the Software, and only up to the permitted number of Authorized Users. All use of the Software must be in accordance with the relevant Omnigate documentation and policies.
5.2. Support and Renewal – The Buyer selects its initial subscription term at the time of order, the Omnigate product he wishes to purchase and/or the support and maintenance he chooses to purchase under Omnigate’s Support Agreement and as selected on the Order Form.
5.3. Buyer Data – Unless otherwise specified, the Buyer retains ownership of any data or other content or information that the Buyer provides through the Software. The Buyer’s use of the Software and all the Buyer data must comply with the Buyer’s own privacy policies and all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications, and the exportation of technical or personal data. The Buyer is solely responsible for the accuracy, content
5.4. Buyer Responsibility for Systems – The Buyer is responsible for its own Internet connection and must use software, systems
5.5. Modifications to the Software – Omnigate may make changes to the Software, but not in a way that materially reduces the features or functions of the Software compared to those existing on the applicable order or renewal date.
6.0. BUYER OBLIGATIONS AND RESPONSIBILITIES
6.1. Accounts and passwords – The Buyer will provide accurate, current and complete information when registering with Omnigate and ordering Software and agrees to update its information if it changes. The Buyer will keep all its Authorized Users’ crypto-keys, passwords and usernames confidential and will not share them with third parties. The Buyer is responsible for all actions taken through its accounts.
6.2. Embedded Software – All restrictions in this Software License also apply to Embedded Software, with the addition of the following terms. The Buyer receives restricted licenses to Embedded Software and may use Embedded Software only for its internal purposes (including for Customer Use as permitted below) in conjunction with the applicable Software as provided by Omnigate and may only use the Embedded Software as part of and through that Software. The Buyer may not install, access, configure or use any Embedded Software (including any APIs, tools, databases or other components of any Embedded Software) separately or independently of the rest of the Software, whether for production, technical support or any other purposes, or otherwise attempt to gain direct access to any Embedded Software components, or permit anyone else (including customers) to do any of these things. Notwithstanding any other terms of this Software License, the Buyer may not modify any Embedded Software. The Buyer will be financially responsible for the applicable third-party licensor (“Embedded Software Licensor”) for all damages and losses resulting from the Buyer’s or its customers’ breach of this Software License. Some Embedded Software may include source code provided as part of the Embedded Software Licensor’s standard shipment. That source code will be governed by the terms for Embedded Software in this Software License, and not the terms for Source Code in Section 2.4 above. the Buyer understands that the applicable Embedded Software Licensor retains all ownership and intellectual property rights to the Embedded Software. Embedded Software Licensors (and any other third-party licensors of any components of the Software) are intended third party beneficiaries of this Software License with respect to the items they license and may enforce this Software License directly against the Buyer. Embedded Software Licensor does not assume any of Omnigate’s obligations under this Software License. In addition, the Buyer agrees to the Embedded Software-related audit provisions in Section 7.0 (Certifications and Audits) below. Embedded Software may include or be accompanied by third-party technology that may be appropriate or necessary for use with some Embedded Software. Such technology may be specified in the Documentation or otherwise specified by Omnigate and is licensed to the Buyer only for use with the Software with which it is provided under the specified third-party license terms, and not this Software License. Omnigate may also provide additional or substitute terms for Embedded Software if required by the Embedded Software Licensor, and the Buyer will comply with those terms.
6.3. Rules for Plug-ins – The Buyer may develop its own plug-ins for various Software (“the Buyer Plug-ins”) and may distribute the Buyer Plug-ins to third parties, but only for
6.4. Use by the Buyer’s Customers – The Buyer’s customers (“Customers”) may be Authorized Users. The Buyer will be responsible for Customers the same as any other Authorized User and must enter into valid, binding agreements with Customers consistent with this Software License, including the additional conditions below. A Customer’s permitted
- The Buyer may not distribute or make available any Software on a standalone basis. Instead, the Buyer may only make available the Software to Customers to support Customers’ use of content and features that are part of the Buyer’s own existing offerings.
- The Buyer may not resell the Software or otherwise charge Customers for use of the Software itself but may charge Customers as part of an overall program that includes access to the Buyer content or features as supported by the Software.
- Customers may interact with the Software, but may not receive any administrator, configuration or similar access to the Software.
- In making available Software to Customers, the Buyer may not violate any other term or condition in this Software License, such as reverse engineering and anti-circumvention restrictions. Omnigate will not have any direct or indirect liability or obligation to any Customers, and Customers do not acquire any rights under this Software License. Omnigate understands that Software usage may be flexible, and that the Buyers may identify new proposed uses for the Software. If the Buyer has questions about whether a proposed use complies with these rules, please contact Omnigate.
6.5. Conditions on Use of Software – The Buyer will not, and will not allow any Authorized User or other third party to:
- resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to or sublicense (including without limitation on a timeshare, subscription service or outsourced basis) any Software to any third party (for use in its business operations or otherwise) or anyone else besides Authorized Users (including Customers) in accordance with this express terms of this Software License, or permit anyone besides Authorized Users to use any data or information not owned by the Buyer that is generated by the Software (and, in the event the Buyer grants any security interest in any Software, the secured party has no right to use or transfer the Software);
- use any Software to provide, or incorporate any Software into any product or service provided to a third party, except as expressly permitted above for Customer Use;
- reverse engineer, decompile, disassemble, decipher, decrypt, or otherwise seek to discover or obtain the source code or non-public APIs to Software (including any data structure or similar materials produced by the Software), except to the extent expressly permitted by applicable law despite this prohibition (and then only upon prior notice to Omnigate);
- modify, adapt or create derivative works of a Software (excluding the Buyer Modifications and the Buyer Plug-ins);
- remove or obscure any proprietary or other notices of Omnigate or any third party contained in any Software (including any information or data generated by the Software);
- publicly disseminate information regarding the performance of Software;
- use any Software for commercial solicitation purposes or spam;
- use the Omnigate name or any Omnigate trademarks or logos except as permitted by Omnigate; or
- commit any act or omission that could result in damage to Omnigate’s or its suppliers’ or licensors’ reputations. The Buyer will not attempt to do any of the foregoing, encourage others to do so, or otherwise attempt to bypass or circumvent any usage restrictions in this Software License.
6.6. Export Control – If a Software is acquired in Canada by the Buyer, the Buyer must comply with all applicable Canadian export control laws and regulations, including the laws and regulations administered by the Canadian Department of Foreign Affairs and Trade (or any replacement department or authority). If a Software is acquired by the Buyer in the United States, the Buyer acknowledges that the Software is subject to U.S. export jurisdiction and agrees to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. In any case, the import and export of any Software may be subject to control or restriction by applicable local law. The Buyer is solely responsible for determining the existence and application of any such law to any proposed import and export and for obtaining any needed authorization. The Buyer agrees not to export, directly or indirectly, any Software (or any direct product thereof) from any country in violation of applicable laws.
6.7. Indemnification – The Buyer will indemnify, defend and hold harmless Omnigate from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to:
- any breach by the Buyer (including any Authorized Users) of this Software License;
- any Buyer Data,
- any Buyer Modifications, the Buyer Plug-ins or other modifications of or combinations with a Software, or any service or product offered by the Buyer in connection with or related to a Software,
- any Uncontrolled Systems, or
- any representations or warranties made by the Buyer (including any Authorized User) regarding a Software to third parties. This indemnification obligation is subject to the Buyer receiving:
- prompt written notice of such claim (but in any event notice in sufficient time for the Buyer to respond without prejudice);
- the exclusive right to control and direct the investigation, defence, or settlement of such claim, provided that Omnigate may participate in the claim at its own expense and the Buyer may not settle any claim without Omnigate’s prior written consent; and
- all reasonable necessary cooperation of Omnigate at the Buyer’s expense.
7.0. CERTIFICATIONS AND AUDITS
With prior reasonable notice of at least ten (10) days, Omnigate (or its authorized agent) may audit the use of the Software by the Buyer and its Authorized Users and any Customers, provided such audit is during regular business hours. The Buyer will provide reasonable assistance and access to information during any audit. The Buyer is responsible for such audit costs only in the event the audit reveals that the Buyer’s use of the Software is not in accordance with the permitted scope of use. If any certification or audit reveals that the Buyer has exceeded its permitted number of Authorized Users, Omnigate may invoice the Buyer for any past or ongoing excessive use and the Buyer will pay the invoice. This remedy is without prejudice to any other remedies available to Omnigate under law or equity or under this Software License. The Buyer understands that Omnigate may report audit results to any applicable Embedded Software Licensor or may assign the right to audit the Buyer in this Section 7.0 to Embedded Software Licensors. When the audit is assigned, then notwithstanding anything else in this Software License to the contrary, the Buyer Licensor will not be responsible for the Buyer’s costs incurred in cooperating with the audit.
8.0. OWNERSHIP RIGHTS
Omnigate reserves all rights not expressly granted to the Buyer in this Software License. The Software (including any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties. Omnigate is the owner of the title, copyright, and other intellectual property rights in the Software and all copies, modifications and derivative works of the Software and underlying Software. The Buyer does not acquire any ownership rights in Omnigate, its Software or Software. All Software are licensed, not sold. “Feedback” means any feedback, comments, suggestions or materials (including, to the extent disclosed to Omnigate, any Buyer Modifications, but excluding the Buyer Plug-ins) that the Buyer may provide to Omnigate about or in connection with the Software, including any ideas, concepts, know-how or techniques contained therein. The Buyer may provide Feedback in connection with support and maintenance and otherwise. The Buyer hereby grants Omnigate a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Software. The Buyer agrees that Omnigate may exploit all Feedback without any restriction or obligation relating to intellectual property rights or otherwise. For clarity, no Feedback will be deemed the Buyer’s Confidential Information, and nothing in this Software License limits Omnigate’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
Both parties to this agreement acknowledge and agree that all codes, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Omnigate’s Software’ and software’s performance information, and the terms and conditions of this Software License shall be deemed Confidential Information of Omnigate without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document:
- was rightfully in its possession or known to it prior to the receipt of the Confidential Information;
- is or has become public knowledge through no fault of the Receiving Party;
- is rightfully obtained by the Receiving Party from a third party without a breach of any confidentiality obligation;
- is independently developed by employees of the Receiving Party who had no access to such information; or
- is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with prior notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief.
This Software License will continue to be in force until the end of the License Term unless earlier terminated or unless a perpetual license is purchased by the Buyer. Omnigate may suspend or terminate this Software License and the Buyer’s account, if the Buyer fails to comply with the terms and conditions of this Software License. Omnigate may terminate any free account at any time in its sole discretion. Immediately upon the termination of any license or subscription right granted under this Software License, the Buyer’s license to Software and Software will cease, and the Buyer must at its own cost:
- cease using (and require all Authorized Users, and anyone else to cease using) all the terminated Software;
- remove all copies of Software from its computer systems and any Uncontrolled Systems; and
- return to Omnigate all Software or provide Omnigate with written certification that it has destroyed all copies of the Software and other Omnigate Confidential Information in its possession, custody or control. Upon termination of this Software License for whatever reason, the Buyer will not be entitled to credits or refunds for any unused portion of this Software License, including but not limited to unused maintenance and support. All payment and other obligations accrued as of the date of any expiration or termination of this Software License, and Sections 6.5 (Conditions on Use of Software), 6.6 (Export Control), 6.7 (Indemnification), 7.0 (Certifications and Audit), 8.0 (Ownership Rights), 9.0 (Confidentiality), 10.0 (Termination), 11.0 (Infringement Indemnification), 12.0 (Warranties), 13.0 (Limited Liability), 14.0 (Publicity Rights), 15.0 (Assignment), 16.0 (Governing Law and Arbitration), 17.0 (Notices) and 18.0 (General) will survive expiration or termination.
11.0. INFRINGEMENT INDEMNIFICATION
Subject to the remainder of this Section 11.0, Omnigate will indemnify, defend and hold the Buyer harmless against a claim based on an allegation that the Buyer’s use of a Software in compliance with this Software License infringes a United States or European Union patent or registered copyright (“Claim”), and will pay those damages and costs finally awarded against the Buyer by a court of competent jurisdiction, or agreed to in writing by Omnigate as settlement, as a result of such Claim, provided that Omnigate is:
- Promptly notified and furnished a copy of such Claim
- given all relevant evidence in the Buyer’s possession, custody or control, and
- given reasonable assistance in and sole control of the defence thereof and all negotiations for its settlement. Omnigate will have no obligation to defend and no liability for any damages or costs to the extent that a Claim is based upon:
- use of a Software in combination with any non-Omnigate product, software or equipment;
- use of a Software in a manner or for an application other than for which it was designed or intended to be used, regardless of whether Omnigate was aware of or had been advised of such use;
- modifications to a Software by any person or entity other than Omnigate (including any Buyer Modifications); or
- other circumstances or occurrences that are covered in the Buyer’s indemnification obligations in Section 6.7. If a Software becomes, or in the opinion of Omnigate may become, the subject of a Claim, Omnigate may, at its option and in its discretion:
- procure for the Buyer the right to use the Software free of any liability;
- replace or modify the Software to make it non-infringing; or
- terminate the Buyer’s right to continue using such Software and refund, in the case of Software, any license fees related to this Software paid by the Buyer (depreciated on a three-year straight-line basis) or, in the case of a Hosted Service, any prepaid amounts for the service no longer being provided. This Section states the sole liability of Omnigate and the exclusive remedy for the Buyer for any infringement of intellectual property rights in connection with any Software or other items provided by Omnigate under this Software License.
12.1. General – Each party represents and warrants that it has the legal power and authority to enter into the Omnigate Software Purchase Contract which references and is made part of this License Policy, and that, if the Buyer is an entity, this Software License and each order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Software License.
12.2. Disclaimer of warranties – To the maximum extent permitted by applicable law, and except as expressly set forth herein, Omnigate and its third-party suppliers/licensors provide the products (including the Software and any maintenance) as is and with all faults, and hereby disclaim all other representations, warranties and guarantees, whether express, implied or statutory, including implied warranties of merchantability, title, non-infringement and fitness for any purpose. Without limiting the foregoing, Omnigate and its third-party suppliers/licensors make no representation, warranty or guarantee (1) as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any products or any content therein or generated therewith, (2) that (a) the use of any products will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, Software, system or data, (b) the products will meet the Buyer’s requirements or expectations, (c) any stored data will be accurate or reliable or that any stored data will not be lost or corrupted, (d) the quality of any products, services, information, or other materials purchased or obtained by Buyer through the products will meet the Buyer’s requirements or expectations, (e) errors or defects will be corrected, or (f) the products are free of viruses or other harmful components. Without limiting the foregoing, to the maximum extent permitted by applicable law, Omnigate and its third-party suppliers/licensors make no representations or warranties whatsoever with respect to, and assume no liability for, any products provided on an evaluation basis. In addition, Omnigate and its third-party licensor/supplier shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of Omnigate. The Buyer may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the limited warranty period.
12.3. Software Facilities – Software is controlled and operated from facilities in Canada. Omnigate makes no representations that the Software is appropriate or available for use in other locations. Those who access or use the Software from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian and local laws and regulations, including export and import regulations.
13.0. LIMITED LIABILITY
13.1. Maximum liability – Except with respect to amounts payable to third parties pursuant to the Parties’ indemnification obligations in sections 6.7 and 11.0 or Buyer’s breach of any license or use restrictions relating to the products, notwithstanding any damages either party might incur for any reason whatsoever, to the maximum extent permitted by applicable law, the entire liability of either party to this agreement under any provision of this agreement and the other party’s exclusive remedy hereunder shall be limited to the actual damages such party incurs, up to the amount actually paid by Buyer for such Software, depreciated on a three-year straight line basis. To the maximum extent permitted by law, embedded Software licensors will not be liable to the Buyer for any damages whatsoever, including direct damages or the types of damages disclaimed in section 13.2 below.
Notwithstanding anything else in this agreement, to the maximum extent permitted by applicable law, and except for the Buyer’s breach of any license or use restrictions relating to products, in no event shall either party (or their respective third-party suppliers/licensors) be liable for any special, incidental, punitive, indirect, or consequential damages (including lost profits or revenue) whatsoever arising out of or in any way related to this agreement. The Buyer specifically understands and agrees that Omnigate (on behalf of itself and its third-party suppliers/licensors) disclaims all warranties and liability with respect to loss, loss of use or corruption of any Buyer data (or other data Buyer may provide) and the costs of procurement of any substitute goods.
13.2. Failure of Essential Purpose – The Parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Software License is found to have failed of its essential purpose.
13.3 Force Majeure – Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labour conditions, or any other cause which is beyond the reasonable control of the party. This section applies to all Omnigate policies and Contracts. The mention of this is not to diminish the applicability of any other provision affecting other policies or contract, but is intended to bring attention to Force Majeure considerations across the board.
14.0. PUBLICITY RIGHTS
Buyer represents their acknowledgement and acceptance that Omnigate shall have the right to publicly represent Buyer as a client of Omnigate. Omnigate may incorporate, display, promote and identify Buyer as a customer of Omnigate in Omnigate promotional materials which include, but are not limited to (i) Display of Buyer logo and any other identifying mark on Omnigate’s website, and any digital or printed marketing materials, (ii) Display of Buyer’s logo and other identifying mark on promotional videos, (iii) use of Buyer logo and other business information in whitepapers and case studies. Buyer reserves the right to request Omnigate cease and desist such use upon written request sent via registered mail to the address listed in the Omnigate Software Purchase Contract which references this policy and this policy is made a part thereof.
The Buyer may not assign this Software License without the prior written consent of Omnigate (which consent will not be unreasonably withheld), provided that the assignee agrees to be bound by the terms and conditions contained in this Software License. Omnigate may assign its rights and obligations under this Software License in whole or in part without consent of the Buyer. Any permitted assignee shall be bound by the terms and conditions of this Software License.
16.0. GOVERNING LAW AND ARBITRATION
16.1. Applicable Law – This Software License is governed by the laws of the Province of Quebec, Canada, and, subject to section 16.2, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Montreal, Quebec.
16.2. Arbitration – Except in circumstances where a party seeks urgent injunctive relief, before commencing any court proceedings, if any disputes arise under this Software License the parties will negotiate in good faith to resolve the dispute. If the dispute has not been resolved in a reasonable amount of time, both parties to this agreement may refer the dispute to arbitration and determined under the Rules of Arbitration of the International Chamber 10 of Commerce by one or more arbitrators appointed in accordance with such rules with any hearings to be held at the International Commercial Arbitration Center in Montreal (Canada).
16.3. Exclusion of UN Convention and UCITA – The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Software License. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Software License regardless of when or where adopted.
If the Buyer believes that any content on Omnigate’s Software or site violates its copyright, it should notify Omnigate’s copyright agent in writing. The contact information for Omnigate’s copyright agent is at the bottom of this section. Omnigate cannot act unless the Buyer gives all the required information. For Omnigate to act, the Buyer must do the following in its notice:
- provide the Buyer’s physical or electronic signature;
- identify the copyrighted work that the Buyer believe is being infringed;
- identify the item that the Buyer thinks is infringing and include sufficient information about where the material is located (including which website) so that Omnigate can find it;
- provide Omnigate with a way to contact the Buyer (such as address, telephone number, or email);
- provide a statement that the Buyer believes in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by Omnigate; and
- provide a statement that the information the Buyer provides in its notice is accurate, and that (under penalty of perjury), the Buyer is authorized to act on behalf of the copyright owner whose work is being infringed.
This Software License as stated in this License Policy is the entire agreement between the Buyer and Omnigate relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this Software License. If any provision of this Software License is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Software License may not be modified or amended except as described on the first page of this Software License or otherwise with the written agreement of Omnigate (which may be withheld in its complete discretion without any requirement to provide reasons). As used herein, “including” (and its variants) means “including without limitation” (and its variants). If either party to this Software License breaches any provision of this Software License relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Software License. No failure or delay by the injured party to this Software License in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Software License shall not be construed as constituting either party as a partner of the other or to create any other form of legal association between the Parties.