Original Equiqment Manufacturer (OEM) Agreement

If you need to include any our products with a software package that you are developing, the standard licenses do not allow this concept. Doing so under our standard licenses is illegal and we will press charges. For those situations we would need to sign an OEM agreement. Below you will find details of our standard OEM license agreement. The base concept behind the agreement is that you purchase blocks of licenses for use in your products. These blocks are sold at a discounted rate, determined by the number of licenses you purchase. If you're creating a product that might require such an agreement please do contact us.

Invalid Use Warning

Life Element, Inc. components are smart ones. For example, at random they will check themselves and their environment for potential piracy attacks or tampered configurations. If the component(s) feels that you have tried to change their configurations, it will either transform itself into a demo version or delete itself. The components have a very clever way of finding out if it is being used pass its license amount. Meaning, if you purchased two licenses of a component for two separate machines or servers and you decide to copy it to another environment or machine, the component will either transform itself into a demo version or delete itself. The term "itself" means all copies, regardless of what machine it -or- they reside on. Only Enterprise licenses have unlimited use.

I. General

The terms "you," and "your" refer to you the applicant. The terms "we", "us" and "our" refer to Life Element, Inc. along with the web site at http://www.lifeelement.com.

The term ?product? and ?products? refers to our software products as detailed on our web site.

The term ?product package? refers to a specific license for a specific product sold at a specific price. The product packages available are detailed on the product informational pages of our web site.

The term ?our Intellectual Property? refers, without limitation, to the copyright, patents and associated Intellectual Property for our products, documentation, design, interfaces, specifications, license keys and trademarks.

II. Key Terms

We offer a non-transferable / non-exclusive license to redistribute our products with your own software products. That license is subject to the following terms and conditions.

You shall only redistribute the product DLLs as listed in the Manual Installation section of the documentation for the relevant product.

You shall not redistribute or copy the installers, documentation, source code or other supporting files which may come as part of the relevant product.

You shall not redistribute, copy or use any part of our Intellectual Property other than as permitted by this agreement.

You shall ensure that your software contains appropriate third party acknowledgements. If these are required they will be detailed in the documentation for the relevant product. For this purpose we grant you a limited right to extract and use relevant copyrighted material from the relevant product.

You shall ensure that your clients agree to the terms and conditions of our license agreement. You may wish to do this by incorporating the relevant sections from our license agreement into yours. To this purpose we grant you a limited right to extract and use relevant copyrighted material from the relevant product. It is your responsibility to ensure that your clients abide by the terms and conditions of our license agreements.

You shall ensure that your products are licensed in a manner that does not conflict with our product license agreements. For example you cannot sell Redistribution Licenses giving people permission to use your product in ways that would not be allowed under our Redistribution Licenses.

You shall ensure that your product packages are sold in a manner that does not conflict with our product packages. For example you cannot sell a Redistribution License for your software but only include a Single License copy of our product with it - you would need to include a Redistribution License.

You will find the license agreement for each of our products presented to you as part of the installation procedure for that product.

III. Licenses

You must purchase licenses in advance. Our product package prices are listed on the purchase page of our web site. The discount we offer is 0% for under twenty licenses, 50% for a minimum purchase of twenty licenses, 60% for a minimum purchase of one hundred licenses and 70% for a minimum purchase of one thousand licenses.

Licenses cover you for the current release of a product. In the event that the product is upgraded and a new license key is required we will replace any unsold licenses with equivalent licenses for the current release. This service will be provided, on request, free of charge.

You will keep us informed of product sales. For each sale you will provide details to include, at minimum, the date of the transaction, the name of the person or organization to whom the license is registered, the product sold, the product package sold and the unique serial number allocated. You will provide us with these details within three calendar months of a product sale.

You will keep records to show you have complied with the agreement. You must keep and maintain these for at least three years. At our request you will make financial records available to an independent auditor chosen and paid for by us. The auditor will only disclose to us any findings relevant to this agreement.

Our OEM license agreement purchases are non-refundable and are not subject to any money back guarantees.

IV. Marketing

We own our Intellectual Property. We are not transferring title in any of our Intellectual Property to you in any way.

You may use your own descriptions of the functionality provided by our Intellectual Property for the purposes of marketing.

However you shall not use our Intellectual Property for the purposes of marketing.

You shall not do anything that might misrepresent the ownership of our Intellectual Property.

You agree that you will conduct your business with the highest standards and will do nothing to injure our reputation.

On termination of this agreement you must remove, delete or otherwise destroy any of our material you may have copied or otherwise obtained.

V. Confidentiality

You acknowledge that you may learn information concerning our products, our services, our business relationships, and ourselves, which is confidential.

You agree that you will not disclose any of this information either during this agreement or after its termination.

You also agree that you shall not use this information in any manner for your own benefit or for the benefit of any other person unless in furtherance of this agreement.

In particular you may learn about the methods and techniques used by our products to provide functionality. You shall not disclose these methods and techniques and you agree that you will not use these or similar methods and techniques in your software.

VI. Term

This agreement will begin on acceptance of the agreement and will end when terminated.

Either party may terminate the agreement, at any time, for any reason, by giving 30 days written notice by mail or fax.

The Confidentiality Clause (Clause 5) shall survive any termination of the agreement however occasioned.

VII. Liability

Under no circumstances shall we be liable for any loss, injury or damage of whatever nature arising in connection with the agreement, our services or our products, even if we have been advised of the possibility of such damages. Furthermore, under no circumstances shall our aggregate liability, with respect to this agreement, exceed the sum of one cent (US Currency) at any point in time.

We make no warranties with respect to this agreement, our services or our products. We hereby expressly disclaim all implied warranties including warranties of merchantability or fitness for a particular use or purpose.

In particular we make no warranties concerning your potential to earn income as a result of entering into this agreement and we offer no warranties as to uninterrupted and trouble-free access to our order systems, products and other services.

VIII. Law

You shall not assign or transfer all or any part of your rights under this agreement without our prior written consent.

This agreement may not be amended for any reason without the prior written agreement of both Parties.

English law shall govern this agreement. Any action relating to this agreement must be brought in courts located in Atlanta, Georiga, and you irrevocably consent to the jurisdiction of these courts.

If any part of this agreement is found void and unenforceable, it shall not affect the validity of the balance of the agreement, which shall remain valid and enforceable according to its terms.

This agreement constitutes the entire understanding between the Parties relating to the subject matter hereof supersedes all prior representations, writings, negotiations or understandings with respect hereto.