Oss.DCodec 0.4.215 License Info

Oss.DCodec 0.4.215

	LICENSE AGREEMENT (the “Agreement”) dated as of the date the user first accesses, uses, installs or
downloads any of OSS’ Programs (as hereinafter defined) (the “Effective Date”) between OSS Nokalva, Inc.,
having an office at 300 Atrium Drive, Suite 402, Somerset, New Jersey 08873 ("OSS") and the user that accesses,
installs, downloads or uses any of the Programs (“Customer” or “you”).

	THIS IS A BINDING CONTRACT. OSS PROVIDES THE PROGRAMS SOLELY ON THE TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT
AND COMPLY WITH THEM. BY ACCESSING, DOWNLOADING OR OTHERWISE USING THE
PROGRAM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY
ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER;
AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL
ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON
BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO
THE TERMS OF THIS AGREEMENT, OSS WILL NOT AND DOES NOT LICENSE THE PROGRAMS TO
CUSTOMER AND CUSTOMER MUST NOT ACCESS, DOWNLOAD, INSTALL OR USE ANY OF THE
PROGRAMS AND, IF CUSTOMER, HAS DOWNLOADED OR INSTALLED ANY OF THE PROGRAMS,
CUSTOMER MUST IMMEDIATELY DELETE ALL COPIES OF THE PROGRAMS FROM ITS SYSTEMS
AND DESTROY ALL COPIES IN CUSTOMER’S POSSESSION.

	In consideration of the obligations and promises contained herein and intending to be legally bound, the
parties agree as follows:

1. DEFINITIONS

	1.1 “Programs” means the content, software, information, tools and programs provided or made
available by OSS on Nuget.org, and if the Customer has received a DKey (including the Dcodec
software) from OSS, also the DKey, and all updates, revisions and modification to the DKey and
such software provided to Customer.

	1.2 “Dcodec” means OSS’ Dcodec software that is available on Nuget.org.

	1.3 “Documentation” means any and all of the documentation provided or made available by OSS on
Nuget.org with respect to the Programs.

	1.4 “Proprietary Information” means the Programs, all documentation with respect to the Programs
and other proprietary information with respect to or included in any of the foregoing.

2. LICENSE

	2.1 License. Subject to the terms and conditions of the Agreement, OSS hereby grants to Customer a
limited, non-transferrable, non-exclusive, revocable and non-sublicensable license solely to use
the Programs internally and for the benefit of Customer. Customer has the right to use the
Programs (i) for internal uses and the development of products that are only used internally by the
Customer and (ii) to develop Customer’s products to be provided to third parties, provided that
each such product has substantial functionality and a primary and substantial purpose that is in
addition to and significantly different than the functionality and purpose of the Programs.[[

	2.2 Additional Limitations. Customer shall not decompile, disassemble or otherwise reverse engineer
the Programs. In no event shall Customer use the Programs to provide services to a third party or
to provide outsourcing services or software as a service to a third party.

	2.3 Restricted Rights. Customer agrees that if Customer is the Department of Defense or other unit or
agency of the U.S. Government subject to the DFARs (the “DOD”), the Programs are classified as 
“Commercial Computer Programs” and the Documentation with respect to the are classified as
“Commercial Programs Documentation” and pursuant to DFARs Section 227.7202 the U.S.
Government is acquiring the Programs, and the Documentation in accordance with the terms of
this Agreement. If Customer is any unit or agency of the U.S. Government other than the DOD,
the Programs are classified as “Commercial Computer Programs” and the Documentation is
classified as “Commercial Items” and pursuant to FAR Section 12.212, the U.S. Government is
acquiring a license to use the Programs, and the Documentation in accordance with the terms of
this Agreement.

	2.4 No Support Services. “Customer agrees that OSS has no obligations to provide technical support
with respect to the Programs, including, without limitation, upgrades, enhancements, defect
corrections, unless Customer and OSS expressly enter into an agreement with OSS for such
services.

3. OWNERSHIP AND CONFIDENTIALITY

	3.1 Ownership. Customer acknowledges that all right, title, and interest in and to the Programs, the
Proprietary Information and all intellectual property rights with respect thereto are and at all times
shall remain with OSS. Customer acknowledges that no right, title, or interest in or to the
Programs or the Proprietary Information and all intellectual property rights with respect thereto are
granted under this Agreement, and no such assertion shall be made by Customer. Customer
acknowledges that the Programs and the Proprietary Information are and shall remain the sole
property of and proprietary to OSS. To the extent that Customer is deemed to have any ownership
rights in the Programs or the Proprietary Information or any modifications or derivatives of or to
the Programs or the Proprietary Information, Customer hereby assigns all of such rights to OSS.
Nothing in this Agreement shall alter these rights and no title to or ownership of the Programs, the
Proprietary Information or any intellectual property rights with respect thereto are transferred to
Customer. No rights are granted to Customer other than the limited license rights expressly set
forth herein. Customer is granted only a limited right of use of the Programs and the Proprietary
Information, which right of use is not coupled with an interest and is revocable at any time by
OSS.

	3.2 Maintaining Confidentiality. Customer acknowledges and agrees that the Programs and the
Proprietary Information are the confidential information of OSS. Customer will maintain the
confidentiality of the Programs and the Proprietary Information using at least the same procedures
as it uses to maintain the confidentiality of its own highly confidential information, but in no event
shall Customer use less than reasonable care. Customer shall not remove any copyright,
confidentiality, or other proprietary rights notice provided by OSS in connection with the
Programs or the Proprietary Information and any and all copies which Customer may make shall
have such notices.

4. TERM

	4.1 Termination by OSS. Customer agrees that OSS, in its sole discretion and without any liability,
may terminate this license and/or suspend making available to Customer the Programs and the
Proprietary Information at any time, even if access and use continues to be allowed to others. In
the event that Customer breaches any of the terms and conditions of this Agreement, OSS has the
right to immediately terminate this Agreement and the license to use the Programs by providing
written notice to any mailing address of Customer or email address provided by Customer to OSS.
Customer has the right to terminate this Agreement at any time by providing written notice to
OSS. If OSS has reason to believe that the continued use by Customer of any of the Programs or
the Documentation could result in a third party claim against OSS, OSS has the right to
immediately terminate this Agreement or, at OSS’ option, Customer’s license to use such
Programs or Documentation. 

	4.2 Effect of Termination. Upon the termination or expiration of this Agreement, all licenses granted
to Customer hereunder shall immediately terminate. Upon the termination or expiration of this
Agreement, Customer will immediately cease using the Programs and Proprietary Information and
erase or otherwise destroy all copies of the Programs and Proprietary Information and delete all
components of the Programs Proprietary Information from its systems. Sections 1, 3, 4.2, 5 and 6
shall survive the expiration and termination of this Agreement.

5. DISCLAIMERS AND LIMITATION OF LIABILITY.

	5.1 GENERAL DISCLAIMER. THE PROGRAMS AND THE PROPRIETARY INFORMATION
ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OR REPRESENTATIONS,
EXPRESS, IMPLIED OR STATUTORY. OSS EXPRESSLY DISCLAIMS ANY AND ALL
IMPLIED WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THIS
AGREEMENT, THE PROGRAMS AND THE PROPRIETARY INFORMATION,
INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING
FROM A COURSE OF DEALING OR USAGE OF TRADE.

	5.2 LIMITATION OF LIABILITY. EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY, IN
NO EVENT WILL OSS (ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS,
EMPLOYEES, AND REPRESENTATIVES) BE LIABLE HEREUNDER OR OTHERWISE,
HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR
RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE
TERMINATION OF THIS AGREEMENT) OR ANY OR ALL OF THE PROGRAMS, THE
PROPRIETARY INFORMATION, OR THE USE OF THE PROGRAMS OR THE
PROPRIETARY INFORMATION, FOR ANY CLAIMS OF PERSONAL INJURY OR ANY
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OR
DAMAGES BASED ON RELIANCE, COVER, COSTS OF SUBSTITUTE GOODS, BUSINESS
INTERRUPTION, TORT, LOSS OF PROFITS OR BENEFITS OR LOSS OF DATA,
BUSINESS REPUTATION OR GOODWILL. OSS AND ITS AFFILIATES HAVE NO
LIABILITY WITH RESPECT TO ANY CLAIM OR DEMAND BY ANY THIRD PARTY
AGAINST CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
PROGRAMS, THE PROPRIETARY INFORMATION OR THE USE OF THE PROGRAMS OR
THE PROPRIETARY INFORMATION. WITH RESPECT TO ALL CLAIMS ARISING OUT
OF OR RELATING TO THIS AGREEMENT, THE PROGRAMS, THE PROPRIETARY
INFORMATION OR THE USE OF THE PROGRAMS OR THE PROPRIETARY
INFORMATION, OSS’ AND ITS AFFILIATES’ AGGREGATE LIABILITY SHALL NOT BE
IN EXCESS OF ONE DOLLAR.

6. GENERAL

	6.1 Entire Agreement; Waiver. This Agreement constitutes the entire agreement between the parties
with respect to its subject matter and supersedes all prior oral and written quotations,
communications, agreements and understandings of the parties with respect to its subject matter.
The failure of either party at any time to enforce any right or remedy available to it under this
Agreement or otherwise with respect to any breach or failure by the other party will not be
construed to be a waiver of such right or remedy with respect to such breach or failure of any other
breach or failure by the other party. Any waiver of the performance of any of the terms or
conditions of this Agreement shall be effective only if in writing and signed by the party against
which such waiver is to be enforced

	6.2 Certain Remedies. In the event of (i) any breach or threatened breach of any provision of this
Agreement by Customer with respect to or relating to the Programs or the Proprietary Information
or Section 3 of this Agreement, or (ii) any infringement or threatened infringement by Customer
of any of OSS’ intellectual property rights, OSS will incur irreparable injury inadequately 
compensated by money damages and OSS may seek an injunction (including, without limitation,
temporary and preliminary relief) and other appropriate equitable remedies with respect thereto
without posting a bond. This remedy is in addition to such other remedies as OSS may have under
this Agreement or by law.

	6.3 Law and Venue. This Agreement and all transactions under it and all claims arising out of or
relating to this Agreement, the Programs or the Proprietary Information, including, without
limitation, tort claims, will be governed by the laws of the State of New Jersey excluding its
choice of laws, rules, except that with respect to any claim with respect to copyright and patent
rights United States federal laws shall apply. The parties agree that the United Nations
Convention for the International Sale of Goods shall not apply or govern this Agreement. With
respect to all disputes and claims arising out of relating to this Agreement, the Programs or the
Proprietary Information, the parties agree to submit to the exclusive jurisdiction of the New Jersey
federal and state courts and waive any claim of or any rights with respect to immunity or
inconvenient form. Except to the extent prohibited by applicable law, Customer agrees that
Customer waives any and all rights to a jury trial with respect to any claim arising out of or
relating to this Agreement, the Programs or the Proprietary Information.

	6.4 Export. Customer hereby gives written assurance that it will: (i) only export or re-export the
Programs and the Proprietary Information in compliance with the laws of the United States,
including without limitation all Export Administration Regulations (“EAR”) of the United States
Department of Commerce; and (ii) bear sole responsibility for any violation of such laws and
regulations. In addition, Customer further represents and warrants that Customer, nor any affiliate
of Customer, is now, or will become in the future, a “Denied Person” within the meaning of 15 of
the EAR. If Customer becomes a Denied Person within the meaning of the EAR, Customer shall
immediately inform OSS of such status and this Agreement and the license granted hereunder
shall immediately terminate.

	6.5 Notices. Notices to OSS will be deemed effective hereunder if provided in writing, delivered in
person, or by certified or registered mail, or by FedEx or similar private courier service to the
address of OSS set forth above or, if provided to Customer, by sending written notice to any
address of Customer or any email provided by Customer to OSS.

	6.6 Partial Invalidity. If any of the provisions of this Agreement will be invalid or unenforceable, the
invalidity or unenforceability will not invalidate or render unenforceable this entire Agreement,
which will instead be construed as if not containing the particular invalid or unenforceable
provision or provisions, and the rights and obligations of the parties will be construed and
enforced accordingly.

	6.7 Assignment. Customer has no right to assign or transfer (by operation of law or otherwise) this
Agreement or the license granted under this Agreement without OSS’ written consent. Any
assignment or transfer in violation of this Section shall be null and void.

	6.8 Authorization with Respect to Use of Personal Information. Customer, acknowledges, agrees and
consents that if Customer is an individual, (i) OSS may maintain correspondence with Customer
and personal information with respect to Customer that OSS may use in its business, including,
Customer’s name, contact information, email and IP addresses during the term of this Agreement
or relating to this Agreement and other business matters, (ii) Customer shall only provide such
personal data as is needed in connection with Customer’s use of the Programs and its obligations
under this Agreement and (iii) Customer’s personal information that has been provided by
Customer will be exported and maintained in the United States and other countries in connection
with OSS’ business needs. If Customer is an entity (“Entity Customer”), then Entity Customer
acknowledges and agrees that Entity Customer requires its personnel that communicate with OSS
to only communicate with OSS through their work email and only use Entity Customer owned and
issued devices with respect to such communications. In addition, Entity Customer does not and
does not permit any of its employees or contractors and contractors’ personnel to provide to OSS 
any personal data other than such data as is needed in connection with Entity Customer’s use of
the Programs and its obligations under this Agreement, and in such cases Entity Customer has
advised such individuals providing such data that such data may be disclosed to OSS and that such
data may be exported to and maintained in the United States and other countries by OSS in
connection with OSS’ business needs. Entity Customer agrees that for all purposed under
applicable law, Entity Customer is the Data Controller (as defined under any applicable laws) with
respect to any personal data provided by Entity Customer, its employees, its contractors and its
contractors’ employees. Entity Customer acknowledges, agrees and consents that OSS may
maintain correspondence with Entity Customer and personal information with respect to Entity
Customer’s employees and contractors and contractors’ employees as is needed in connection with
OSS’ business needs, including, such individual’s names, contact information, email and IP
addresses, and that Customer is authorized by such individuals to permit such use.