OPT®

Use of Licensed Information by Retailer

This “Use of Licensed Information by Retailer” section is incorporated by reference in its entirety into the Retailer Usage Agreement of which it is a part.

1. This “Use of Licensed Information by Retailer”(the “License”) section is incorporated by reference in its entirety into the Retailer Usage Agreement of which it is a part. Only the specific uses enumerated in this Use of Licensed Information by Retailer are being granted by OPT to Retailer. The License granted by OPT shall be strictly construed. It is understood that any use that exceeds the License granted herein may violate Brand or OPT or other copyrights. It is further understood that this License is part of the Retailer Usage Agreement (the “Agreement”) between Retailer and OPT and that were there to arise a conflict between the Agreement and the License the terms of the Agreement will control.

2. Each Brand reserves the exclusive right to determine the Retailers and End Users that are able to access the Brand Information that it has provided that is part of the Licensed Information and to restrict the retransmission, distribution or method of distribution of its Brand Information. OPT and Retailer are each required to follow any such Brand directions with respect to the provision of the Services.

3. Retailer shall use best efforts to stop any unauthorized use of the Licensed Information immediately after such use becomes known to Retailer.

4. This License in non-exclusive.

5. Under no circumstances may Retailer or Retailer’s End Users distribute Licensed Information to any third party other than as permitted by the terms of the Agreement.

6. Internal Use

Retailer shall use the Licensed Information furnished under the Agreement solely for use on Retailer’s internal computer systems and those of its permitted End Users and will not permit access to OPT’s Products and Services on such systems by third parties other than as permitted pursuant to this Agreement. Retailer hereby agrees that it will not publish the Licensed Information and that it will not give or sell to, or authorize the use of the Licensed Information or any part thereof by any other person, firm or corporation other than as permitted pursuant to the Agreement. Retailer shall use best efforts to stop any such unauthorized distribution or use immediately after such distribution or use becomes know to it.

7. Except as specifically authorized in writing by OPT, Retailer shall not translate any of the Licensed Information into another language other than that in which it was provided.

8. Embargoes and Restrictions

Retailer is required to agree to certain restrictions on the dissemination of the Licensed Information. Furthermore, Brands may impose their own restrictions or periodically change their content. Retailer agrees to honor and abide by the restrictions upon receipt of notice of the terms of the restrictions brought to its attention prior to or upon receipt of said materials.

9. Except as specifically authorized in writing by OPT, Retailer may not market, sell, use or distribute the Licensed Information or any subset of the Licensed Information in any manner or medium other than as provided for pursuant to the Agreement. This limitation includes the distribution, use, marketing or selling, through unauthorized hard copies, through any electronic medium, whether on-line or otherwise, and by means of any electronic storage device.

10. Except as specifically authorized in writing by OPT or as permitted pursuant to the Agreement, Retailer shall not grant any third party or any third party’s customers access to the Licensed Information or any subset thereof, nor the right to view, frame or be linked to the Licensed Information or a subset of the Licensed Information through any currently known technology or hereafter developed technology. Notwithstanding the above restrictions in this License, Retailer and Retailer’s End Users (a) may show Retailer’s legitimate retail customers in the context of a legitimate retail customer sales interaction, Licensed Information on any Retailer owned or controlled computer monitor or similar video monitor or screen or device or mobile device and may utilize the emailing or printing capability or other functional capabilities provided by OPT to provide Licensed Information only in such authorized format to such legitimate retail customer in the context of a legitimate retail customer sales interaction, and (b) unless otherwise permitted in writing by OPT, in connection with consumer facing OPT Products and Services, including Data Feeds and any other Licensed Information in a format that permits Retailer to re-utilize unbundled content on its website or otherwise in its business, may only utilize such Licensed Information and associated functional tools, including any OPT Products and Services, for the purposes OPT specifies they are being provided and not for any other purpose.

11. Copyright

Retailer acknowledges that OPT and its licensors are the copyright owners of all Licensed Information (other than Retailer Information) provided to it and that this Agreement constitutes a license to use the Licensed Information (other than Retailer Information) only for the Term of this Agreement. Retailer further acknowledges that nothing in the Agreement shall constitute a sale or other transfer of title or any rights from OPT or any of its licensors to Retailer or any of Retailer’s End Users for any of the Licensed Information (other than with respect to Retailer Information which Retailer continues to own and have title and rights to). Retailer agrees that it has directly or indirectly provided Retailer Information to OPT to be displayed, published and used as a part of OPT Products and Services including the marketing and marketing materials of OPT Products and Services pursuant to this Agreement and grants to OPT a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, display and publish such Retailer Information on or through OPT or in connection with the provision to a Retailer or a Brand of OPT Products and Services or as described herein during the Term of this Agreement without compensation or acknowledgment of source. All rights with respect to the Licensed Information not explicitly granted to Retailer are reserved to OPT and its licensors. Retailer shall not be entitled to any use of the Licensed Information provided by OPT not specifically granted to Retailer hereunder. The rights to utilize the Licensed Information may be revoked by OPT at any time.

12. Display of Notices with Licensed Information

12.1 Print Applications

In any authorized display, republication or redistribution of any of the Licensed Information, Retailer shall ensure that any OPT and any of OPT’s licensors’ copyright notices or credit lines received therewith shall appear on the Licensed Information.

12.2 Electronic Applications

In any authorized electronic display, republication or redistribution of any of the Licensed Information, Retailer shall ensure that any OPT and any of OPT’s licensors’ copyright notices or credit lines received therewith shall appear on the Licensed Information.

13. Retailer’s End User and Distributor Terms and Conditions

13.1 Retailer’s End Users are to be barred from use of the Licensed Information other than as permitted pursuant to the Agreement to which this License is a part. To effect these restrictions, Retailer shall, among other things, require its End Users to agree and acknowledge electronically and, if requested by OPT, to sign a copy of the End User Agreement, whereby they agree to comply with the terms of said End User Agreement and the Terms of Use and Privacy Policies as set forth therein or as incorporated by reference therein or as set forth on one of OPT’s World Wide Web sites. If End Users are required to sign a copy of such End User Agreement as provided above, Retailer shall be required to maintain such copy and, if requested, provide a copy of such to OPT. Certain End Users of Retailer may be required to sign other agreements and to comply with additional requirements in which case OPT will notify Retailer of such requirements.

13.2 Any End User requests or inquiries for republication rights for Licensed Information shall be directed to OPT at info@optcentral.com.

14. Archiving

14.1 Neither Retailer nor any of Retailer’s End Users may retain copies of or archive any of the Licensed Information or Software in any form other than as permitted by the terms of the Agreement and only for specific uses provided for herein. If the Agreement is terminated, the Licensed Information must be deleted and no copies may be maintained by Retailer or any of Retailer’s End Users to whom Retailer has provided access to the Licensed Information.

15. Modifications

15.1 Neither Retailer nor any of Retailer’s End Users shall use the Licensed Information except as agreed in the Agreement. Neither Retailer nor any of Retailer’s End Users shall edit, alter, modify or prepare any derivative works based on the Licensed Information. Additionally, neither Retailer nor any of Retailer’s End Users shall imply, directly or indirectly, including by using the Licensed Information together with content provided by Retailer or others, that OPT nor any OPT Brand provides, endorses, sponsors, certifies or approves of content or the use of content included within the OPT World Wide Web site or sites or accessed from an OPT server, or within any Brand Section or any Retailer Section or any products or services appearing or advertised in or near the Licensed Information.

Use of Software and Services by Retailer and OPT

This “Use of Software and Services by Retailer and OPT” section is incorporated by reference in its entirety into the Retailer Usage Agreement of which it is a part.

OPT is responsible only for ensuring that the OPT Products and Services at the time making up the Services provided are available for access by Retailer and Retailer’s End Users at OPT’s World Wide Web site or sites or through servers operated by or on behalf of OPT; and is not responsible if Retailer is, or Retailer’s End Users are, unable, for whatever reason, to access such site or sites or OPT Software.

Each Service is limited (a) with respect to Brand Information, to Brand Information provided by Brands with whom Retailer does business and who have authorized OPT, electronically or in writing, and not subsequently revoked such authorization, to provide such Service on their behalf to Retailer and Retailer’s End User or to Retailer’s website with such Brand Information as specified by Brand for each such Retailer Door or Retailer website, and (b) to any other information that OPT determines to provide. Each Service may be further limited to certain End Users.

With respect to the Software and any OPT Products or Services that are provided to Retailer, OPT may make changes at any time to such Products or Services, including terminating their provision to Retailer or to a Retailer End User.

Retailer acknowledges that each Brand may revoke its authorization for OPT to provide its own Brand Information to Retailer or to a Retailer End User and that OPT may revoke access to a Retailer End User and that any such revocation by any specific Brand or with respect to any specific Retailer End Users is not a cause for termination of this Agreement or a refund of any amounts that may have been previously paid by Retailer or are due from Retailer.

1. Pursuant to the terms and conditions of this Agreement, including the terms and conditions of the End User Agreement, OPT grants Retailer a non-exclusive and non-transferable license (the “License”) during the Term to access on computer systems, devices and mobile devices under Retailer’s control, and use within Retailer’s organization, including by Retailer’s End Users on their own computers, devices and mobile devices as specified and limited in the End User Agreement, fully paid up copies of the Software and OPT Products and Services up to the limits specified in this Agreement. It is further understood that this Software and Services License is part of the Retailer Usage Agreement (the “Agreement”) between Retailer and OPT and that were there to arise a conflict between the Agreement and this Software and Services License the terms of the Agreement will control.

2. Retailer agrees Retailer will not and will not permit any of Retailer’s End Users to:

2.1 Copy, adapt, reverse engineer, decompile, disassemble, take screen shots/print screen, frame or modify, in whole or in part, any of the Software or OPT Products and Services, except as permitted by this Agreement;

2.2 Use the Software or OPT Products and Services to operate in a time-sharing, outsourcing, or service bureau environment.

2.3 Remove any stored or cached Software or OPT Products and Services or Licensed Information from its computers, devices or mobile devices or permit any employee to remove or transfer it or them from their computers, devices or mobile devices without OPT’s prior written consent;

2.4 Conceal, remove or alter any title, trademark, copyright, proprietary or restricted rights notices, or attribution notices incorporated in the Software, the OPT Products and Services, the Licensed Information, the Brand Information or the Other Information;

2.5 Use any Software or OPT Products and Services or Licensed Information supplied by OPT other than as a bundled part of the Software and OPT Products and Services.

3. Use of Software and Retailer’s Responsibilities

Retailer agrees it:

3.1 Will not use OPT Products and Services, Software or Licensed Information in breach of any applicable laws, regulations or market conventions;

3.2 Will cooperate with OPT and provide any necessary assistance to allow OPT to perform its obligations under this Agreement, including the provision of any support required by this Agreement, and agrees to permit the installation, access or linking to of OPT Software, as the case may be, that is necessary to permit Retailer and its End Users to utilize the Software and for OPT to deliver, manage and track utilization of the Software and OPT Products and Services by Retailer and its End Users;

3.3 Will ensure that each of Retailer’s employees and each of its agents or contractors authorized by it (including Authorized Contractors or Retailer’s Agents) who will access or utilize the Software, OPT Products and Services or Licensed Information are aware of and comply with the applicable terms of this Agreement, and agree and acknowledge electronically and, if requested by OPT, sign a copy of the End User Agreement and any other agreements that OPT requires, all prior to accessing the Licensed Information or the Services;

4. Owner of Software and OPT Products and Services and Licensed Information

Retailer acknowledges that OPT is the owner or licensor of all Software and OPT Products and Services and Licensed Information (other than Retailer Information) provided to Retailer and Retailer’s End Users, and that this Agreement constitutes a license to use the Software, OPT Products and Services and Licensed Information only for the Term of this Agreement. Retailer further acknowledges that nothing in the Agreement shall constitute a sale or other transfer of title or any rights from OPT or any of its licensors to Retailer or any of Retailer’s End Users for any of the Software, OPT Products and Services and Licensed Information. All rights with respect to the Software, OPT Products and Services and Licensed Information not explicitly granted to Retailer or Retailer’s End Users are reserved to OPT and its licensors.

Definitions

“This Definitions” section is incorporated by reference in its entirety into the Retailer Usage Agreement of which it is a part. If not otherwise set forth in this Agreement, capitalized terms used in this Agreement have the respective meanings set forth below, such meanings to be equally applicable to the singular and plural forms thereof.

1.1 “Authorized Contractor” or “Authorized Contractors” to Retailer (whether or not capitalized in this Agreement) include all individuals and entities that have entered into a legally enforceable contract with Retailer requiring them to access OPT Products and Services (which may include the Software and Brand and Other Information) on Retailer’s behalf whose access to OPT Products and Services has not subsequently been revoked by a Brand, Retailer or OPT and that have entered into a legally binding agreement with OPT governing their access and usage. Retailer must first notify OPT in writing requesting access to OPT Products and Services for each such proposed Authorized Contractor and, if OPT agrees to permit access, prior to providing such access the proposed Authorized Contractor is required to enter into an agreement with OPT governing their access to and usage of the Services and Software and protecting OPT’s intellectual property, trade secrets and business. OPT may immediately terminate an Authorized Contractor and Retailer’s usage of the Services if it believes that any unauthorized individual or entity (including any individual or entity contracted by Retailer as its contractor or agent) is provided access to either the Services or Brand or Other Information or has not complied the with terms of its agreements with OPT.

1.2 “Brand” or “Brands” means a party (or parties) conducting a manufacturing, wholesaling or distribution business for products of the type that Retailer sells. Use of the singular form shall also encompass use of the plural form in contexts relating to multiple Brands.

1.3 “Licensed Information” means all information (including Brand Information, Retailer Information or Other Information) which OPT distributes to or makes available for access by Retailer or any of Retailer’s employees, Authorized Contractors, Retailer’s Agents or other authorized personnel pursuant to an End User Agreement, including stories, articles, translations, text, graphics, images, charts, tables, formatting elements, artwork, photographs, audio recordings, video recordings (including any flash presentations or other visual or text presentations), content contained in any OPT Product or Service, any collected data from or about End Users, their activity with respect to OPT Products and Services or otherwise, the output of OPT provided tools such as Cross Brand Search, the output of any data collection or management tools, or any surveys or analyses, whether on any of OPT’s World Wide Web Sites, through a server operated by or on behalf of OPT, or in printed form.

1.4 “Brand Information” means only that portion of Licensed information which a Brand has provided to OPT for use in OPT Product and Services and for which Brand’s permission is required in order for OPT to be able to provide access to such Brand Information to permitted End Users.

1.5 “Other Information” means that portion of Licensed Information that OPT places on its World Wide Web site or sites or is provided through a server operated by or on behalf of OPT that is made available for access by Brand, Retailers or End Users that is not Brand Information or Retailer Information and, without limiting the scope of such Other Information, specifically includes the output of all data collection and management tools, all data and information with respect to OPT system and product and service utilization, all data and information contained in or collected in conjunction with any OPT Product or Service, including the OPT Utilization Points System and Scorecards, and all End User profile information and survey information regardless of whether such data or information references or is with reference to Brand or Retailer Information and regardless of how or where published or provided as part of an OPT Product or Service. Other Information includes comments, suggestions, testimonials, endorsements, ideas, or similar material disclosed, submitted or posted to OPT or on an OPT Website or to a server operated by or on behalf of OPT unless such content is placed initially (a) for information provided in writing by a Brand to OPT that authorizes such activity, by a Brand, Brand employee or Authorized Contractor of a Brand or by OPT on behalf of a Brand on a Brand’s Front Page Section, on a Brand’s Section of the OPT B2B Platform or on a Brand’s Authorized Brand Content Module or WebStore or website or website service, or (b) for information provided in writing by Retailer to OPT that authorizes such activity, by a Retailer, a Retailer’s employee or an Authorized Contractor or by OPT on behalf of a Retailer on either Retailer’s Front Page Publishing Section, Retailer’s Section of the OPT B2B Platform, or Retailer’s website or website service other than any such information provided by a Brand directly or indirectly that is permitted to be published on behalf of Retailer.

1.6 “End User” means any individual person authorized to use the Licensed Information and Other Information, the Services and Software through an agreement with OPT. “Retailer’s End User or End Users” include any Retailer Authorized Contractor and any Retailer’s Agent and any of their respective employees.

1.7 “Software” means OPT’s computer and mobile device software programs and applications and apps embedded in OPT Products and Services and used by Brands, Retailers or End Users to receive, manage, track and assess usage and browser activity, or display or otherwise utilize or access the Licensed Information, Brand Information, Retailer Information, Other Information and OPT Products and Services, all documentation provided therewith, and also includes all cached or archived copies of such Software on any computer, device or mobile device and any included OPT Products and Services and Licensed Information or Other Information contained therein or therewith.

1.8 “OPT Products and Services” (or an “OPT Product and Service” or “Product” or “Service” whether in the singular or plural) means the information (including any included Licensed Information, Brand Information, Retailer Information or Other Information) offered through OPT in the form in which it is offered through OPT at any point in time and the information management and display products and services offered by OPT online or offline to distribute or make available for access Licensed Information, Brand Information, Retailer Information or Other Information. OPT Products and Services includes but is not limited to stories, articles, translations, text, graphics, images, charts, tables, formatting elements, artwork, photographs, audio recordings, video recordings, all data management, analysis, and any End User usage or activity information including all collection and utilization tools and their output, and all other materials contained therein, whether or not protected by copyright. OPT Products and Services include the individual products and services as well as supplemental products and services listed in this Agreement. The OPT Products and Services purchased or contracted pursuant to this Agreement to be distributed or made available for access by Retailer are set forth in this Agreement and may be referred to as Retailer Contracted OPT Products and Services or Retailer Contracted Services or may be referred to as Products or Services purchased or contracted for by Retailer. OPT Products and Services may be added to this list by OPT. OPT Products and Services may be placed or divided into groups for purposes of pricing or marketing. Included among OPT Products and Services are the B2B Platform, Authorized Brand Content Modules, the Catalog Plug-In, Data Feed, Retailer Filter and WebStore and the specific functions and features of these Products and Services as agreed and provided by OPT to or through Retailer at any particular time. Such OPT Products and Services include, among others, Standard Retailer Service, Standard Brand Service, Optional Services and any other Products and Services that OPT markets to any Brand, Retailer or other End User. OPT may supplement or revise its OPT Products and Services, the classification of such Products and Services and their features and functionality at any time without notification other than including such modification or addition in an Addenda.

1.9 “Retailer Information” means only that portion of Licensed information that is supplied directly or indirectly by Retailer for placement in the OPT B2B Platform on the Retailervs Front Page Publishing Section of OPT, or in the Retailer’s Section of the OPT B2B Platform, or is the Retailer’s logo or trademarks or similar content that is provided for display in connection with Retailer’s usage of the OPT B2B Platform, or is provided for display specifically in connection with any OPT Product or Service that Retailer has contracted with OPT to provide in connection with Retailer’s own website. The Retailer’s Section of OPT, if any, includes information of the following type that is provided to OPT by the Retailer for publishing on OPT: the Retailer’s product catalog, the Retailer’s own training and testing, the Retailer’s Ads and News and any other information that OPT includes in such Retailer’s Section. Notwithstanding the above, Retailer Information does not include any Brand or Other Information even if provided in connection with any of the above; the output of any OPT Products and Services or tools such as Cross Brand Search; any End User profile or survey information; or any part of any OPT or other survey or any data that OPT may use or collect as to End User usage other activities. Retailer Information also does not include any comments, suggestions, testimonials, endorsements, ideas, or similar material disclosed, submitted or posted on an OPT Website or in connection with it by any End User unless such content is placed initially by Retailer or Retailer’s employees on either Retailer’s Front Page Publishing Section or Retailer’s Section of OPT or Retailer’s own website.

1.10 “Commercial Usage” – means the introduction or provision of any OPT Product or Service on OPT’s web site for commercial distribution, as determined by OPT, to Retailer or Retailer’s End Users.

1.11 “Fiscal year” – means the fiscal year ending on the date specified by OPT in an Agreement with Retailer.

1.12 “Fiscal quarter” – means any quarter ending on the last date of a Fiscal Year and the corresponding quarters that comprise that Fiscal Year.

1.13 “Authorized Individual” is an individual that is authorized by a Party to sign the Agreement or to confirm or accept the terms of an Invoice or Addendum whether electronically or in writing or is so authorized to send a Confirmation Email.

End User Agreement

This form of “End User Agreement” section including any End User Agreement that is subsequently issued by OPT is incorporated by reference in its entirety into the Retailer Usage Agreement of which it is a part.

This OPT End User License Agreement (“License” or “Agreement”) is your license permitting you (an “End User”) to access and utilize the OPT Products and Services and OPT Software (the “Software”) that the company that employs you, or for which you are an authorized contractor or agent (in either the company being case your “contractor”), has purchased or contracted for or that OPT provides to it or to you at OPT’s option (collectively the “OPT Products and Services” or the “Services”). OPT Products and Services are available for your use only on the condition that you agree electronically to accept all of the terms of this Agreement and the provisions of OPT’s Terms of Use and Privacy Policies (as set forth below) and, if requested by your employer or contractor or OPT, agree to sign a paper copy of this End User Agreement.

Grant and Term of License. OPT CENTRAL LLC (“OPT”) grants you a non-exclusive, non-transferable right to access and use only the OPT Products and Services provided to you pursuant to a contractual obligation. This License shall continue in effect until terminated by OPT or immediately upon any failure by your employer or contractor or you, as determined by OPT in its sole discretion, to comply with the limitations set forth in this License and in OPT’s Terms of Use and Privacy Policies. You agree to comply with the conditions imposed on the use of the information contained and services provided in OPT Products and Services, as set forth in this License and elsewhere in OPT’s World Wide Web and sites or through an OPT server or in any OPT provided Software including any tablet application.
Licensed Information. You are hereby informed that all data and information and tools accessible through use of OPT Products and Services and OPT Software (collectively “Licensed Information”) is the intellectual property of OPT or the relevant entity or third parties that provide such information or data to OPT. Such Licensed Information, Software and Services are protected by copyright and other intellectual laws and all ownership rights remain with the owner of such Licensed Information, the third party or OPT, as the case may be. OPT makes no warranty or representation whatsoever to you with respect to the Licensed Information available through OPT Products and Services, and you hereby acknowledge that, among other things, there is an inherent risk that some Licensed Information available on or through the OPT websites or Software or Services may be inaccurate, incomplete, untimely, offensive or inappropriate under applicable law and you agree to assume all such risks.
Restrictions. The Licensed Information, Software and Services are the property of OPT or its licensors and is protected by U.S. and international copyright and intellectual property laws and treaty provisions. All rights to patents, copyrights, trademarks and trade secrets in the Licensed Information, Software and OPT Products and Services, any modifications shall be and remain in OPT or its licensors. You may not modify, alter, translate, reverse engineer, decompile, disassemble or create derivative works based on the Licensed Information, Software or OPT Products and Services, nor remove any proprietary notices or labels. You may not use the Licensed Information, Software or Services for your own personal or non-commercial purposes whether or not accessing OPT Products and Services or Software, other than as permitted by OPT. You may not copy, distribute or redistribute the Licensed Information, including by caching, framing, print screen or similar means or sell, resell, re-transmit or otherwise make the Licensed Information available in any manner to any third party, other than as permitted by the terms of this Agreement between OPT and you or, if with respect to Software provided by your employer or contractor which specifically permits authorized End Users to email or utilize other provided functionality as permitted by applicable laws and regulations and print out Licensed Information only in the context of a legitimate retail sales interaction or only as permitted by functional tools provided by OPT as part of OPT Products and Services, or as otherwise permitted at the time. Your use of Licensed Information and the Software and OPT Products and Services is further limited by any and all terms of any agreement that your employer or contractor may have in effect with OPT. With respect to certain OPT provided Services you may be assigned your own unique individual username and password and you hereby agree with respect to such Services (a) to use only your assigned user name and password to access OPT and (b) not to share such user name or password with any other party including another employee or authorized contractor of your employer or contractor (other than with or to an administrator of your employer or contractor or OPT for administrative purposes only). The misuse of OPT, the Software, OPT Products and Services or the Licensed Information, including the sharing of a user name or password by you, your employer or contractor, or by an employee or authorized contractor of said employer or contractor or other individual, may subject you, the End User, and the employer or contractor, or said other employee or authorized contractor or any other individual, to legal consequences and penalties.
You agree that you will not use the Licensed Information, Software or OPT Product and Services in breach of any applicable laws, regulations or market conventions.
By acknowledging electronically or signing a print copy of this End User Agreement or by utilizing OPT provided Software or a Service provided through an OPT server, you agree to comply with all of its terms and with the OPT’s Terms of Use and OPT’s Privacy Policies, in either case as updated from time to time. You agree that OPT may modify the terms of this End User Agreement, its Terms of Use or its Privacy Policies at any time, without notice, and you agree that you are deemed apprised of, and that you are bound by, any such change immediately upon its posting on one of OPT’s World Wide Web sites or in an OPT Software application.
If you learn or suspect that the confidentiality of your or any other End User name or password has, in any way been breached, you will immediately notify OPT at info@optcentral.com. OPT or such agent may assign a new password to permit the use of all or any portion of OPT Products and Services. You agree that misappropriation or misuse of any End User’s user name or password, including providing such to any other person (other than with or to OPT or an OPT authorized administrator of your employer or contractor or other provider for administrative purposes only) is a violation of this Agreement and may subject you or such individual or entity to legal consequences and penalties.
No Warranties or Liabilities
You, as an End User, acknowledge and agree that your use, the use by your employer or contractor and said entity’s employees or authorized contractors, if applicable, of Licensed Information, OPT’s Products and Services and Software is AT IT, THEIR OR YOUR OWN RISK and that the Software, Services and the Licensed Information is provided “AS IS” without any warranties or conditions whatsoever. OPT AND ITS LICENSORS AND ANY OPT BRAND AND ANY OPT RETAILER (i) DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES AS TO THE NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES, THE SOFTWARE OR THE LICENSED INFORMATION OR THAT THE OPERATION OF THE SOFTWARE, THE SERVICES OR TRANSMISSION OF THE LICENSED INFORMATION WILL BE UNINTERRUPTED OR ERROR-FREE; AND (ii) SHALL IN NO EVENT BE LIABLE TO ANY RETAILER, ANY BRAND, ANY CONTRACTOR OR AGENT, YOU, ANY END USER OR ANYONE ELSE FOR LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR PART BY (A) FAILURES, DELAYS OR INTERRUPTIONS OF, THE SOFTWARE OR THE SERVICES OR LICENSED INFORMATION, OR (B) ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS OR INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF LICENSED INFORMATION OR THE SOFTWARE OR THE SERVICES; AND (iii) SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL LOSSES, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, REVENUES OR TRADING LOSSES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SOFTWARE, SERVICES OR LICENSED INFORMATION OR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE ON THE SOFTWARE, SERVICES OR LICENSED INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OPT IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, TABLET, MOBILE DEVICE, SOFTWARE, MODEM, TELEPHONE OR OTHER PROPERTY RESULTING FROM YOUR USE OF THE SOFTWARE. SERVICES OR THE LICENSED INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. WITHOUT LIMITING ANYTHING CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL OPT’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY OR ON BEHALF OF END USER HEREUNDER DURING THE MOST RECENT TWELVE MONTH PERIOD. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OPT AND END USER. OPT WOULD NOT HAVE PROVIDED OPT PRODUCTS AND SERVICES OR THE SOFTWARE OR LICENSED INFORMATION WITHOUT SUCH LIMITATIONS.
Export Restrictions
You acknowledge that the OPT Products and Services and Software acquired hereunder are subject to the export control laws and regulations of the U.S.A. You confirm that with respect to the OPT Products and Services and Software, you will not export or re-export them, directly or indirectly, either to (i) any countries that are subject to U.S.A. export restrictions (currently including, but not necessarily limited to, Iran, Iraq, Syria, Cuba, North Korea, Libya and Sudan); (ii) any other End User of OPT Products and Services or this Software who you know or have reason to know will utilize OPT Products and Services or the Software in the design, development or production of nuclear, chemical or biological weapons; or (iii) any other End User of OPT Products and Services or this Software who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government. You further acknowledge that the Software may include technical data subject to export and re-export restrictions imposed by U.S.A. law.
General
This License together with a valid agreement to utilize OPT Products and Services, Licensed Information and Software executed with due authority by you and, if applicable, agreements executed by your organization and your employer or contractor with OPT, together with OPT’s Statements of Terms of Use and Privacy Policies constitutes the entire agreement between you and OPT with respect to the Software, Services and the Licensed Information and supersedes any other communication (including advertising). If any provision of this License; the agreement to utilize the OPT Products and Services, Licensed Information and Software; OPT’s Statements of Terms of Use and Privacy Policies; or any agreement between your employer or contractor and OPT is held unenforceable, that provision shall be enforced to the maximum extent permissible so as to give full effect to the intent of this License and such other documents, and the remainder of this License and such other documents shall continue in full force and effect. This License and such other documents shall be governed by the laws of the State of New York, U.S.A. without reference to conflict of laws principles.
Special Notices
Special notices are available on the OPT Website www.optcentral.com/notices/ or at any other location that OPT designates in written communication or in electronic communication (through one of its World Wide Web sites) to End Users.

Terms of Use

Only individuals who have signed or agreed electronically to the terms of an End User Agreement with OPT CENTRAL LLC (“OPT”) (an “End User Agreement”) are permitted End Users of one or more of OPT’s World Wide Websites (“Websites”) or OPT Software through a computer, a tablet, a mobile device or any other device or other Software application or app.
The provisions contained in the End User Agreement you agreed to as a permitted End User are incorporated in their entirety into OPT’s Terms of Use. Additional provisions are contained in this document and may be modified as provided herein (see “Modifications, Notices and Communications” below).
OPT may, in its sole judgment and discretion, determine that a “spam-like environment” has occurred with respect to publishing on one of OPT’s Websites, Services or Software or Software applications in which case it may unilaterally impose limitations on the ability of a Brand, Retailer or End User to publish.
OPT strives to ensure that the colors, design, and style of the products that appear on its Websites and in its Software applications and Services reflect those of the actual product and other images and descriptions as provided by each of the Brands and Retailers. However, variations caused by technical, typographical, digital, or photographic reasons may occur. OPT shall bear no responsibility for errors of any kind. Errors and the consequences of those errors may include, without limitation, any of the following: Product and service descriptions, including pricing, may vary from time to time or be incorrect, and typographical errors may occur, with the result that product and service descriptions and pricing may not be complete, current, or accurate. Because actual colors and the representation you see on OPT’s Websites or in OPT Services or Software applications will depend on your computer monitor, tablet, mobile or other device and on other technical factors, OPT will not guarantee that the display of any products or information on the computer monitor or mobile device or tablet or other device or as printed will be accurate at any time.
Products and services described on OPT’s Websites may not be available or may be discontinued by a Brand or Retailer or OPT at any time without notice in which case any stored or saved information of End User may no longer be available or accessible.
The pricing and details of the products and services described on OPT’s Websites or by any OPT Service, Software or Software application may be changed at any time, without notice.
Although OPT has no obligation to monitor any information provided to its Websites or through its Services, Software or Software applications by its users, including information that you provide, OPT reserves the right to monitor, retain and disclose that information if required to do so by law or in good faith belief that disclosure is necessary to comply with legal requirements, to respond to claims that any information violates the rights of third parties, or to protect the rights, property or personal safety of OPT, its users or the public.
You may not input or upload onto OPT’s Websites or OPT Services or Software or Software applications any information or computer or applications code that is intended to, or is likely to, damage, interfere with, alter, intercept, or expropriate any system, any OPT Website or OPT Services or Software or Software application or its contents, or that infringes upon any intellectual property rights of OPT, any of its licensors or any third party. Inappropriate and unauthorized inputs and uploads include Trojan horses, worms, time bombs, cancelbots and other unauthorized computer or application programming routines. You are also prohibited from posting or transmitting any unlawful, threatening, obscene, libelous, or otherwise offensive material, or engaging in any kind of harassment activity via any of OPT’s Websites or Services or any website linked to an OPT Website or any OPT provided Software or Software application or any tools that may be utilized in conjunction with an OPT Website or OPT Services or Software or Software application.
Any comments, suggestions, testimonials, endorsements, ideas, or similar material disclosed, submitted or posted by you on an OPT Website or via any OPT Services or Software or Software application or in connection with any of the above (other than material covered by a License between OPT and a Brand or a Retailer and published in a Brand or Retailer’s own section of an OPT Service by an authorized Brand or Retailer (or their authorized employees or authorized contractors) pursuant to such License) will be considered non-confidential, non-proprietary and not personal either to you or to anyone else. By disclosing, posting, or submitting any such material, you grant to OPT and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, edit, publish, translate, rework, distribute, and display that material without compensation or acknowledgment of source.
OPT may contain or reference links to web sites or software applications or apps operated by a third party including a Brand or a Retailer (“Third Party Websites or Third Party Applications” as the case may be). These links are provided as a convenience only. Such Third Party Websites or Third Party Applications are not under the control of OPT. OPT is not responsible for the content of any Third Party Website or Third Party Application or any link contained in a Third Party Website or Third Party Application. OPT does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites or Applications, and the inclusion of any link in OPT is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by OPT of any information contained in any Third Party Website or Application. In no event will OPT be responsible for the information contained in such Third Party Website or Application or for your use of or inability to use such website or application. Access to any Third Party Website or Third Party Application is at your own risk, and you acknowledge and understand that linked Third Party Websites or Third Party Application may contain terms and privacy policies that are different from those of OPT. OPT is not responsible for such provisions, and expressly disclaims any liability for them.
OPT reserves the unilateral right to remove or prevent the publishing of any content that, in its sole judgment, it views as inappropriate or out-of-context, and in addition reserves the unilateral right for any reason to terminate the ability of any End User to utilize OPT Products and Services and Software or Licensed Information or to access any of OPT’s Websites or Software or Software applications or Licensed Information.
Upon termination of OPT’s agreement with End User’s employer or contractor, if applicable, or OPT’s termination of your End User rights and status, the following shall apply:

All rights and licenses granted to you as an End User under any End User Agreement shall immediately terminate.
You shall be prohibited from and agree to refrain from accessing any OPT Website, Services or Software or Software application.
OPT or its agent will disable your ability to utilize your user name and password.
You agree to immediately cease use of the Software including all OPT Products and Services whether accessible online or which you possess in downloaded OPT Software or Software applications or printed or off-line or in digital form including all other information and documentation associated with OPT and to promptly return or destroy at OPT’s direction all copies of the Software, any documentation and any other information that is in your possession or resides in memory on any computer, tablet, mobile device or other device in your possession or control.

All information and Services and Software provided by OPT including all Licensed Information (collectively the “OPT Information”) is owned by or used by OPT with permission and an End User is not permitted to store, manipulate, analyze, reformat, print, transmit, cache, take screen shots/print screen, or display the OPT Information other than for End User’s sole commercial use in its business or as otherwise permitted by OPT. In addition, in no event shall any End User publish, retransmit, redistribute or otherwise reproduce any OPT Information in any format to anyone (other than as permitted pursuant to this Agreement), and no End User shall use any OPT Information for personal or commercial purposes other than in its relevant business activities or as otherwise permitted herein. Notwithstanding the foregoing, an End User may email or utilize other provided functionality as permitted by applicable laws or regulations or email or print or share such OPT Information only in the context of a legitimate retail customer sales interaction or as otherwise permitted and only if such End User utilizes the email or other provided functionality or print capability provided by OPT to do so. Except where expressly set forth otherwise (1) THE OPT INFORMATION IS PROVIDED TO THE END USER “AS IS.” NEITHER OPT NOR ITS AFFILIATES MAKE ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND REGARDING THE OPT INFORMATION OR SERVICES OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND (2) NEITHER OPT NOR ITS AFFILIATES WILL BE LIABLE TO ANY END USER OR ANYONE ELSE FOR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE OPT INFORMATION, SERVICES OR SOFTWARE INCLUDING ANY PRICING INFORMATION OR PRODUCT DESCRIPTIONS OF ANY KIND, OR FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY) RESULTING THEREFROM.

Privacy Policies

OPT may collect, store and use personally identifiable information of End Users of OPT’s Websites, Services, Software and Software applications to market and distribute OPT products, services and information to such individuals and OPT clients. The provisions contained in the End User Agreement you agreed to as a permitted End User are incorporated in their entirety into this statement of OPT’s Privacy Policies. Additional provisions are contained in this document and may be modified as provided herein (see “Modifications, Notices and Communications” below).
In order to provide products and services, OPT communicates with such End Users in the scope of their use of OPT Services or employment or otherwise. As an End User you agree to receive these communications. From time to time, OPT, like most businesses, may collect, store and use personally identifiable information regarding its End Users. This information may include names, company names, addresses, telephone numbers, facsimile numbers, and e-mail addresses. End Users have a limited ability to change certain information contained in certain Services provided by OPT including My Profile, and an End User’s employer’s or contractor’s administrator or the End User may make certain additional modifications to the information provided. Please contact info@optcentral.com for additional information. In addition, OPT may ask such End Users or their employers for information with respect to the products and services that they utilize in the scope of their use of OPT or their employment and, in addition, other information as well.
OPT may acquire personally identifiable information concerning End Users and employees of other companies through authority, permission, or consent.
OPT may acquire personally identifiable information regarding End Users and the employees of potential or existing business customers from a variety of sources. Such information may come from public sources and records, such as telephone, Internet, or business directories, or public maps and records. Other personally identifiable information may be provided to OPT by End Users, employees of OPT Brands or Retailers themselves, or by their employer or its agents.
OPT may use personally identifiable information regarding End Users of its Services or employees of businesses utilizing OPT Products and Services, for OPT’s own business including communication by OPT and its clients, data collection and analysis and marketing purposes. OPT may collect data about your activities on OPT Products and Services through cookies, web logs, web beacons (also known as pixel gifs or action tags). Cookies are small pieces of information that are stored by your browser and/or on your computer's hard drive to collect information about your activities on OPT Products and Services. Web beacons are small strings of code placed on a web page or within an email for the purpose of transferring information. OPT may use cookies and web beacons, among other things, to ascertain which web pages are visited and how often; to make OPT Products and Services more user friendly; to deliver our content or ads; to improve and measure usability; to track visits from our affiliates and partners; to ascertain performance and effectiveness of OPT Products and Services; to improve and measure the effectiveness of our marketing programs; to learn how customers use OPT Products and Services; to estimate our audience size; to deliver co-branded services; and to customize your shopping experience. Examples of the type of information that we collect through these collection devices, includes: total visitors to the website, pages viewed, unique visitors, time spent on OPT Products and Services and on certain web pages, etc. For example, cookies allow us to save your password so you do not have to re-enter it every time you visit OPT Products and Services. OPT may authorize third parties to use cookies, web beacons and other monitoring technologies to compile information about the use of OPT Products and Services or interaction with advertisements that appear on OPT Products and Services. Most web browsers automatically accept cookies, but you do not have to accept them. To disable cookies, you should access the “help” tab on your browser or read the information that came with your browser software. However, your usage of OPT Products and Services will be significantly enhanced if cookies are not disabled.
OPT uses appropriate security measures to protect the information provided to OPT. You agree, however, that no Internet data transmission can be guaranteed to be secure from access by unintended recipients and will not hold OPT responsible for any breach of security.
End Users and their employers or contractors agree that their use of any of OPT’s functional tools, including the ability to email and print, will be at their own risk and liability and be in compliance with all laws and regulations governing such use including any relating to the acquisition and privacy of any such email addresses.

Modifications, Notices and Communication

The provisions contained in this section are incorporated in their entirety into the Terms of Use and Privacy Policies sections above. At any time and without notice, OPT reserves the right to change any provision of its End User Agreement, Terms of Use and Privacy Policies of its Websites. Questions concerning OPT’s Terms of Use and Privacy Policies should be addressed to: info@optcentral.com. Special notices are available on the OPT Website www.optcentral.com/notices/ or at any other location that OPT designates in written communication or in electronic communication (through one of its Websites) to End Users.
All notices and other communications to OPT shall be in writing, must be given by certified mail, return receipt requested and must be addressed to OPT at the following address:

OC ONLINE INC
275 Madison Avenue – Suite 706
New York, NY 10017