﻿Please read the following carefully. Click "Agree" if you agree to these terms, and "Disagree" if you do not agree.

For purposes of the following, LICENSEE refers to SmileOnMyMac, LLC dba Smile. Service refers to the Kofax OmniPage Cloud Document Conversion Service licensed by Smile from Kofax Inc.

1	LICENSE GRANT

LICENSEE (or Reseller) grants to End User a non-exclusive, non-transferable right and license to use the Software as incorporated in to the Product, for the sole and limited purpose of accessing the Service.

2	PROPRIETARY RIGHTS; RESTRICTIONS

End User acknowledges that LICENSEE and its assigns retain all right, title and interest in and to the original, and any copies, of Software which is incorporated into the Product, and to the Service.  Without limiting the generality of the foregoing, End User agrees not to:  (a) submit any automated or recorded requests to the Service unless otherwise approved in writing by LICENSEE and its assigns; (b) use the Service for commercial use; (c) access the Service with software or means other than the LICENCEE Product; (d) copy, reproduce, distribute, or in any other manner duplicate the Software or Service, in whole or in part; (e) sell, lease, license, sublicense, distribute, assign, transfer or otherwise grant any rights in the Software, in whole or in part; (f) modify, port, translate, or create derivative works of the Software or Service; (g) decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms, of the Software or Service by any means; (h) remove any proprietary notices, labels or marks from the Software or Service; (i) use the Service for purposes of comparison with or benchmarking against products or services made available by third parties; or (j) knowingly take any action that would cause any Product or Software to be placed in the public domain.

3	LIMITATION OF LIABILITY

LICENSEE AND ITS ASSIGNS' TOTAL LIABILITY TO END USER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT OR OTHERWISE ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREIN, REGARDLESS OF THE FORM OF ACTION WILL NOT EXCEED AGGREGATE FEES ACTUALLY PAID TO LICENSEE DURING THE ONE YEAR PERIOD PRECEDING SUCH CLAIM.

4	CONSQUENTIAL DAMAGE

IN NO EVENT SHALL LICENSEE OR ITS ASSIGNS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OR REVENUES AND LOSS OF PROFITS, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5	TRADEMARKS

Third-party trademarks, trade names, product names and logos (the “Trademarks”) contained in or used by the Software or Service are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner.  The use of such Trademarks is intended to denote interoperability and does not constitute: (i) an affiliation by LICENSEE and its assigns with such company, or (ii) an endorsement or approval of such company of LICENSEE and its assigns and its products or services.

6	DATA

(a) DATA.  As part of the Service, LICENSEE and/or its assigns collects Data, as defined below, to convert submitted images.  In accepting the terms and conditions of this Agreement, End User acknowledges, consents and agrees that LICENSEE and/or its assigns may collect the Data as part of the Service and that such information shall only be used by LICENSEE and/or its assigns or third parties acting under the direction of LICENSEE and/or its assigns, pursuant to confidentiality agreements, to convert and process as directed by End User.  LICENSEE and/or its assigns will not retain or use the information elements in any Data for any purpose except as set forth above.  “Data” means the image files provided by End User hereunder or generated in connection with the Service. “Data” also includes the date and time, page count, license details, language, software version, and a unqiue identifier, which may be retained and used to prevent abuse of the service.
(b)  Any and all information that End User provide will remain confidential and may be disclosed by LICENSEE and its assigns, if so required, to meet legal or regulatory requirements, such as under a court order or to a government institution if required or authorized by law, or in the event of a sale, merger or acquisition to another entity by LICENSEE or its assigns.

7   AVAILABILITY

Service requires Internet access, to be provided at the sole expense of End User. Service is subject to periods of unavailability. Service is subject to change or removal without notice.
