for Oztera Software

End-User License Agreement for Oztera Software

This End-User License Agreement (“EULA”) is made between you (“Customer”), and Oztera, Inc. (“Oztera”), with a principal place of business in Nevada.  This EULA will be effective on the date software is installed, subscribed to, used, or accessed (“Effective Date”) by Oztera and Customer (Oztera and Customer may collectively be referred to as the “Parties”.)

1. Definitions

Whenever used in this EULA, unless the context otherwise requires, the following terms will have the following specified meanings:

1.1 “Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control with another entity, where “control” means ownership of more than fifty percent (50%) of the voting stock or other equity interests of an entity, or the right to direct the management of such entity.

1.2 “Confidential Information” will include:

(a) all technical and business information, including without limitation all Programs and Documentation provided by Oztera, planning, pricing and offerings for products; other product information including, but not limited to, configuration and packaging details; terms and pricing under this EULA; all information clearly identified or marked as confidential; all information identified elsewhere in this EULA as Confidential Information; and all information a reasonable person would consider to be confidential, taking into account the circumstances surrounding its disclosure. In addition, any Third-Party Software shall be included as Confidential Information, whether designated as Confidential Information. A party’s Confidential Information will not include information that: (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

(b) The parties agree to hold each other’s Confidential Information in confidence during the Subscription Period of this EULA in perpetuity.  Notwithstanding the foregoing, Customer will keep the Programs and Documentation confidential indefinitely after termination or expiration of this EULA. The parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party for any purpose except to the extent necessary to exercise its rights under this EULA, and to treat Confidential Information of the other party with the same degree of care with which it would treat its own confidential information of a like nature, and in no case with less than a reasonable degree of care.

(c) It shall not be a breach of this section if Confidential Information is disclosed pursuant to subpoena or other compulsory judicial or administrative process, provided the party served with such process promptly notifies the other party and provides reasonable assistance so that the other party may seek a protective order against public disclosure (except to the extent providing such notification is legally prohibited).

(d) Each party agrees to limit the disclosure of Confidential Information to those of its employees and agents who have a need to know such Confidential Information, and each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this EULA and shall be liable for any such disclosure or distribution, and in the event such disclosure is necessary, then only the minimum required information may be disclosed.

(e) Each party agrees not to use the other party’s Confidential Information for any purpose other than the performance of this EULA. Each party shall not disclose the terms of this EULA, or the ongoing business relationship initiated by this EULA except as required by law or governmental regulation without the other party’s prior written consent, except that each party may disclose the terms of this EULA on a confidential basis to its accountants, attorneys, parent organizations, Affiliates, and financial advisors and lenders.

1.3 “Customer” means either an individual or a single entity downloading, installing, copying, or using Oztera Products.

1.4 “Documentation” means collectively: (a) all user, technical, support, and other manuals and all other written, printed, electronic, or other format materials published or otherwise made available by Oztera that describe the functional, operational, and/or performance capabilities of the Programs; and (b) any other deliverable that is not Programs. Documentation shall not include source code.

1.5 “Enhancement(s)” shall mean a modification to the Programs that alters the functionalities described in the Documentation without materially degrading the functionalities or performance of the Programs prescribed by the Documentation.

1.6 “Error(s)” shall mean a reproducible failure of the Programs to conform to the Documentation for such Programs.

1.7 “Fix(es)” shall mean the document or materials to be created by Oztera to correct any Error(s).

1.8 “Intellectual Property Rights” means patents, inventions, utility models, petty patents, trademarks, service marks, trade and service names, copyrights, database rights and design rights (whether or not any of them are registered, and including applications for registration of any of them), rights in know-how, moral rights, trade secrets and rights of confidence; all rights or forms of protection of a similar nature or having similar or equivalent effect to any of them which may exist anywhere in the word at the date of this EULA or any Order or in the future.

1.9 “License(s)” shall mean the subscription license granted by Oztera to Customer to use the Programs in accordance with the Terms and Conditions of this EULA.

1.10 “Named User” is a license assigned to a single named user.

1.11 “Object Code” shall mean the binary machine-readable version of the Programs.

1.12 “Order(s)” shall mean sales order, work order, or any other mutually agreed upon and executed or accepted agreement to purchase product or services.

1.13 “Oztera Products” shall mean any and all products that have been created by Oztera at any time.

1.14 “Programs” means all the programs and modules licensed to Customer by Oztera, in machine-readable, Object Code form only as well as all other ancillary software provided by Oztera in connection herewith. Programs may also include any Third-Party Software and related documentation.

1.16 “Subscription Fee” shall mean the fees, which include License(s) payable by Customer for a specified period pursuant to an applicable Order.

1.17 “Subscription Period” shall mean the date of delivery or access to the Product to the period described on Order(s).

1.18 “Terms and Conditions” shall mean general terms and conditions set forth in this EULA.

1.18 “Third-Party Software” means software companies and providers other than Oztera that Oztera has sublicensed to Customer under this EULA, or Customer installs to work directly or indirectly with Programs.

1.19 “Update” shall mean a compendium of Fixes which Oztera releases to the users of the Programs from time to time and which Oztera shall supply to Customer pursuant to the terms of this EULA.

1.20 “Upgrades” means all releases, Updates and corrections of the Programs licensed to Customer hereunder (when and if available), specifically only those features and modules specified on any Order issued pursuant to this EULA as licensed to Customer hereunder, in Object Code form, which are published and generally made commercially available by Oztera to its licensees of the Programs with a change in the integer, tenths or hundredths digit of the version number (e.g., a change from version x.xx to y.xx or x.yx or x.xy).

2. Grant of License and product Delivery

Subject to Customer’s compliance with the provisions of this EULA and the payment of all applicable Subscription Fees, Oztera hereby grants Customer a limited, revocable, nonexclusive, non-transferable, non-sublicensable license, for the Subscription Period set forth in the Order, as may be renewed pursuant to this EULA.

Oztera shall provide Customer with a License, at the agreed-upon fees specified in the Order, to the Programs and modules described in the Order.  Oztera may also provide Customer with Documentation in addition to Programs specified in an Order.

Customer agrees to use the Product exclusively for their use and benefit without the right or authorization to sell or distribute the Product or Microsoft Business Dynamics Business Central.  Customer agrees to be bound by the terms of this EULA by using the Product.

Oztera is a certified Microsoft products reseller who maintains a current and valid agreement with Microsoft for the resale of Microsoft Business Dynamics Business Central and may be certified and sell other Microsoft products as well.

3. Subscription period

The subscription period will begin from the date of delivery or access to the Product and continue for the period described on the Order (“Initial Subscription Period”).  The subscription shall automatically renew for successive periods equal to that of the Initial Subscription Period (each a “Renewal Period”) unless otherwise terminated by either party upon written notice to the other party, in accordance with this agreement.  A subsequent Order is not required for any such renewal.  After the end of the Initial Subscription Period and any Renewal Period thereafter, Oztera may increase the Subscription Fee for subsequent Renewal Periods by providing Customer with no less than thirty (30) days’ notice before the expiration date of the Initial Subscription Period or the then-current Renewal Period.  All Subscription Fees are non-refundable.

4. Invoices & Payments

In consideration of receiving the Product, Customer will pay Oztera a fee for the period initially specified on the Order (“Subscription Fee”).  Customer shall pay to Oztera the Fees due for the Software in accordance with terms of this EULA and any applicable Order Form. Except as otherwise specified herein or in an Order Form, (a) fees are based on Software licensed and Services purchased and not actual usage, (b) all payment obligations under this EULA are non-cancelable and non-refundable, and (c) quantities purchased cannot be decreased during the relevant subscription term. All amounts payable by Customer are exclusive of any taxes, fees, duties, shipping, or other charges, however designated, now or hereafter levied. Customer will be responsible for all taxes, fees, duties, shipping or other such charges under this EULA.

  1. Payment method; Credit Card or ACH Authorization. Until all amounts due have been paid in full, Customer agrees to keep its payment information current at all times and authorizes Oztera to charge such payment method (including but not limited to credit card, debit card, wire transfer and/or automated clearing house) provided by Customer, all amounts due under this EULA, including without limitation, usage beyond the amount specified in the applicable Order Form. All prices are given and must be paid in the currency listed on the applicable Order Form.
  2. Oztera may invoice Customer electronically or by paper invoice. Customer must notify Oztera within fifteen (15) days of the receipt of the invoice of any billing errors thereon. If Customer does not notify Oztera within this time, Oztera will not be required to correct the error and/or make adjustments to Customer’s account and Customer hereby waives any claim, allegation or contention with respect to such invoice.

5. Late Fees

Any amount not paid when due shall be subject to penalty fees of 0.833 % simple interest per month from the due date until the amount is paid.  In addition, in the event Customer fails to fulfill its payment obligations under this EULA, Oztera reserves the right to suspend or cancel the License(s) with or without notice if payment is not received on the date that is due.

6. Use of License

Customer may use the Product for internal processing requirements of Customer within the number of Named User Licenses authorized under this EULA and set forth on the relevant Order(s) that has been issued by Oztera and accepted by Customer.

Customer may increase the number of Named User Licenses from time to time via an Order and upon payment to Oztera of the applicable fees, provided that no Order shall be binding unless issued by Oztera and accepted by Customer, either in writing or via fulfillment of the Order, as applicable.  Any such Order, once issued or accepted, is thereby incorporated by reference and shall become part of this EULA.

Upon request, and subject to Oztera’s written approval, Customer may receive an additional copy of the Product solely to be used for the purpose of quality assurance testing relating to Fixes, Upgrades, Updates, or new devices, and such other testing as may be allowed by Oztera (“Quality Assurance Copy”). The Quality Assurance Copy shall be limited to specific Named Users.

All rights not expressly granted are reserved by Oztera.

For an additional cost (as applicable), Oztera shall provide a limited, non-exclusive license, during the Subscription Period specified in an applicable Order, to use the Programs and Documentation in a non-production environment solely for: (i) the evaluation of Oztera’s products on Customer’s network environment; or (ii) education and demonstration purposes on Customer’s network environment, or any third party network environment, subject to Oztera’s prior written approval (“Demonstration License”).  The Demonstration License may be provided with limited operability and/or functionality. The Demonstration License is subject to the terms of this EULA, provided, however, notwithstanding any other provision of this EULA, Oztera offers no representations, warranties or indemnities of any kind with respect to any Demonstration License.

7. Product Acceptance

The Product, including without limitation applicable Programs and Documentation, shall be deemed accepted by Customer upon delivery to Customer.  Customer agrees that its decision to enter into this EULA and to enter into any Order hereunder is based solely upon the availability of the features and functionality in the currently available versions of the Programs and is not contingent on the delivery of any future functionality or features, nor dependent on any oral or written, public or private, comments made by Oztera regarding future functionality or features, except as otherwise expressly set forth in this EULA or in an Order executed or accepted (as applicable) by both parties.

8. License Restrictions

Customer shall access and use the Programs and Documentation in accordance with this EULA and in accordance with the following:

(a) Customer shall not modify the Programs or Documentation, nor shall the Customer reverse engineer, disassemble or decompile the Programs or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Programs by any means whatsoever.

(b) Customer shall not remove, obscure, or alter any notice of patent, copyright, trade secret, trademark, or other proprietary rights notices present on any Programs or Documentation;

(c) Customer shall not sublicense, sell, lend, rent, lease, distribute or otherwise transfer all or any portion of the Programs or the Documentation to any third party except as may be permitted and

(d) Customer shall not use the Programs or the Documentation to provide services to third parties, or otherwise use the same on a “service business” basis.

9. Term of End-User License Agreement

This EULA will become effective when Product is downloaded by Customer and will remain effective unless a Termination Notice has been delivered in accordance with this EULA. 

10. Terminating the End-User EULA

Either party may terminate this EULA at any time by giving 60 days written notice of termination without cause (Termination Notice).

Upon termination of this EULA or an Order for any reason: (i) any amounts owed to Oztera under this EULA prior to such expiration or termination shall be immediately due and payable; (ii) all License rights granted in this EULA shall immediately terminate; (iii) Customer must promptly discontinue use of the Programs and Documentation and erase all copies thereof from their computers and systems; and (iv) Customer will destroy all copies of the Programs, Documentation and any Oztera Confidential Information in their possession or control, and certify in writing to Oztera that each has fully complied with these requirements;

If this EULA is terminated due to Customer’s uncured breach or cancelled early by Customer for any reason, Customer shall pay Oztera, as a cancellation fee and not as a penalty, an amount equal to the sum of any unpaid fees for the remainder of the Initial Subscription Period or the then-current Renewal Period (as applicable) for any and all so terminated Order(s).

11. Intellectual Property Ownership

Oztera Products, Programs, and Documentation contain valuable Intellectual Property Rights and other proprietary rights of Oztera and constitute the sole and exclusive property of Oztera. Except as expressly provided in this EULA, nothing contained herein, including, but not limited to, shall be construed to convey to Customer any other right, title, or interest in or to the Programs, Documentation, Intellectual Property Rights, or other proprietary right.  In addition, Oztera shall be free to use, without restriction, any and all suggestions, ideas, enhancement requests, feedback, or recommendations made by Customer, and any and all Enhancements and modifications made to the Programs, Documentation, or other offerings of Oztera shall continue to be owned solely and exclusively by Oztera.

Oztera Products and all source code for these Oztera Products including originals, any copies, and all versions thereof, including language translations, and all copyrights, patents and trade secrets for Oztera Products, and the derivative works, are the sole property of Oztera.

The software is provided to Customer under the license agreement from Microsoft and used subject to Microsoft’s standard terms and conditions.  Software provided by other third-party providers is licensed under that party’s terms and conditions. The Customer agrees to secure and protect the licensed Oztera Products and ensure that its employees or agents who are permitted access to the Oztera Products comply with these obligations.

Oztera licenses its products to Customer, and Oztera retains all title and rights in its copyrights, service marks, trademarks, and other proprietary rights in the Oztera Products and all versions thereof, including language translations. The Customer agrees to secure and protect the licensed Oztera Products and ensure that its employees or agents who are permitted access to the Oztera Products comply with these obligations.

Customer and its employees or agents are not to copy Oztera Products, modify, reverse engineer, or move them to any other Microsoft products’ object range, or represent them in any way as their own.

Upon knowledge of any unauthorized possession, use of, or access to, any Oztera Products, the client shall promptly notify Oztera and furnish Oztera with full details of such knowledge, assist in preventing any recurrence, and cooperate in any litigation or other proceedings reasonably necessary to protect the rights of Oztera in its Products.

Oztera’s Programs, customizations, and language translations, constitute trade secrets of Oztera.  Neither Customer, its employees, nor agents shall reverse engineer, disassemble, or otherwise reduce Oztera Programs to human-perceivable form. Oztera Programs shall not be moved or migrated outside of its assigned granule range. Any Oztera software used, but not paid for, is licensed illegally and will be pursued as identified above.

Oztera is not responsible for hardware/data back-ups or recovery.

Oztera is not responsible for data accuracy within the Programs.  It is the responsibility of Customer to verify accuracy of their data and reports.

12. Audit

During the Subscription Period and for a period of two (2) years thereafter, Oztera may audit Customer’s use and reproduction of the Programs, provided that it gives Customer at least thirty (30) days prior written notice. Any such audit shall be conducted during regular business hours and shall not unreasonably interfere with Customer’s business activities.  All information disclosed by Customer during the course of the audit shall be deemed Confidential Information.

Customer agrees to provide reasonable cooperation in the event of an audit, including by allowing Oztera, on request, to access the usage report as a tool in conducting the audit.

All audits shall be conducted at Oztera’s sole cost and expense unless the audit reveals a material variance in the use of the Programs and/or Documentation from the use and distribution authorized under this EULA, in which case Customer shall be liable to Oztera for all reasonable audit expenses incurred by Oztera. Customer shall also be liable for any unauthorized use or distribution of the Programs and/or Documentation discovered during such audit.

13. Warranties


14. Limitation of liability

Except for acts or omissions, which constitute gross negligence or willful misconduct, in no event shall either party be liable to the other party for lost profits or special, incidental, or consequential damages (even if that party has been advised of the possibility of such damages).

Except for acts or omissions, which constitute gross negligence or willful misconduct, Oztera’s total liability under this EULA for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Oztera by Customer under this EULA.

Each party shall indemnify and hold harmless the other party against all claims, liabilities, and costs, including reasonable attorney fees, of defending any third-party claim or suit, to the extent resulting from that party’s acts or omissions.

Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Oztera under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by Oztera with respect to any breach of the Limited Warranty) shall be limited to the actual damages you incur in reasonable reliance on the Programs up to the amount actually paid by you for the Programs preceding three months.

Oztera accepts no liability for Third-Party Software which is installed by Customer that is necessary for using the Programs.

15. Resolving Disputes

Oztera and Customer shall first make an effort to discuss any disputed issues in an effort to resolve them.  As a part of this effort, Oztera and Customer agree to engage in non-binding mediation.  If Oztera and Customer cannot resolve the dispute, they may seek settlement through the court system.  Each party shall pay its own attorney’s fees and costs in any legal action or proceeding arising out of or relating to this EULA brought by any Party against the other Party.

16. Marketing

Notwithstanding the confidentiality provisions of this EULA, Customer permits Oztera to use Customer’s name, trademark, logo, and/or likeness (“Customer Trademark”) for marketing purposes, including, but not limited to customer reference, joint press release, customer case study, speaking to press and analysts, and other mutually agreed upon joint marketing activities, for use in Oztera marketing materials or on Oztera’s website.  Oztera agrees not to use the Customer’s Trademark in any offensive manner or any manner likely to confuse, mislead, or deceive the public, or which is harmful to the best interests of Customer. Oztera understands and agrees that the Customer Trademark is proprietary to Customer, and Customer retains all rights, title, and interest thereto.  In addition, for marketing purposes only, Customer permits Oztera to publish and otherwise exploit any statements or testimonies made by the Customer’s user(s) of the Programs.

17. Notices

All notices, unless otherwise specified in this EULA must be in writing and given by (i) personal delivery, (ii) U.S. certified mail, postage prepaid, return receipt requested, or (iii) reputable overnight carrier to the address listed below.  Notices shall be deemed given (i) the date when delivery or delivery is refused is by personal delivery, (ii) three (3) business days after deposit with the U.S. Postal Service when sent by U.S. mail, or (iii) the follow business day when sent by overnight carrier.

Oztera, Inc.
3726 Las Vegas Blvd. S.  #2104 W
Las Vegas, NV 94538

Attn:  EULA Notices

18. Entire End User License Agreement  (EULA)

This EULA constitutes the entire agreement between the parties with regard to the subject matter herein.

19. Assignment

Customer may not assign or transfer (directly, by operation of law, Change of Control, or otherwise) this EULA or any of its rights or obligations under this EULA without the prior written consent of Oztera.

20. Waiver

The failure of either party to enforce any provision of this EULA shall not constitute the waiver of that party’s right to enforce such provision in the future.  Any waivers must be in writing and signed by the party who is waiving the right to enforce the subject provision.  The waiver of enforcement of any provision of this EULA shall not constitute the waiver of future enforcement of the subject provision or any other provision of this EULA.

21. Invalidity

If any provision of this EULA is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision, to the minimum extent necessary, shall be deleted from this EULA and the remainder of this EULA shall remain in full force and effect.

22. Customer Acceptance

By downloading, installing, copying, accessing, or otherwise using, for any purpose, any of the Products available from Oztera, Customer is agreeing to be bound by the Terms and Conditions of this EULA.  Customer represents and warrants that: (a) he/she is duly authorized and has full authority to do so and to binds to the provisions of this EULA; and (b) he/she has read, understands and agrees that the Customer shall be bound by the Terms and Conditions of this EULA.