LoadPlannerTM Desktop 2.5

Copyright (C) 2010 Optimum Logistics, LLC.
All Rights Reserved

LOADPLANNER STANDARD LICENSE
This license applies to the standard-licensed version of LoadPlanner. If you have an evaluation version of LoadPlanner, see the section titled "LoadPlanner Evaluation License".
USER AGREEMENT
You should carefully read the following terms and conditions before using, installing, copying, or distributing this software. Unless you have a different license agreement signed by Optimum Logistics, LLC. (OptimumLogistics), your use, installation, copying, or distribution of LoadPlanner indicates your acceptance of this agreement (License).

If you do not agree to all of the terms and conditions of this License, then: (a) do not use, install, copy, or distribute any copy of LoadPlanner with which this License is included, and (b) in addition, if you paid OptimumLogistics or an authorized OptimumLogistics reseller for a package consisting of one or more copies of LoadPlanner, you may return the complete package unused, within thirty (30) days after purchase, for a full refund of the license fee.

The terms and conditions of this License describe the permitted use and user(s) of each Licensed Copy of LoadPlanner. For purposes of this License, if you have a valid single-copy license, you have the right to use a single "Licensed Copy" of LoadPlanner; if you or your organization have/has a valid multi-user license, then you or your organization have/has the right to use up to a number of "Licensed Copies" of LoadPlanner equal to the number of copies indicated in the documents issued by OptimumLogistics when granting the license.

LICENSE SCOPE
Each Licensed Copy of LoadPlanner may be installed on a single workstation and used by a single user or non-simultaneously by multiple users. This is not a concurrent use license.

Each Licensed Copy may be accessed through a network, provided that you have purchased rights to use a Licensed Copy for each workstation that will access LoadPlanner through the network.

All rights of any kind in LoadPlanner which are not expressly granted in this License are entirely and exclusively reserved to and by OptimumLogistics. LoadPlanner is protected by the United States copyright laws and other applicable laws and treaties. You may use, install and distribute LoadPlanner solely as expressly provided in this License. You may not rent, lease, loan, sublicense, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on, LoadPlanner, nor permit anyone else to do so. You may not make access to LoadPlanner available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so.

WARRANTY AND LIABILITY LIMITATIONS
LOADPLANNER, AND ANY AND ALL ACCOMPANYING SOFTWARE, FILES, DATA AND MATERIALS, ARE DISTRIBUTED AND PROVIDED "AS IS" AND WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OPTIMUMLOGISTICS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, LOADPLANNER. OPTIMUMLOGISTICS DOES NOT WARRANT THAT THE OPERATION OF LOADPLANNER WILL BE UNINTERRUPTED OR ERROR-FREE.

THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.

EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY APPLICABLE STATUTES, OPTIMUMLOGISTICS SHALL NOT BE LIABLE FOR ANY DAMAGE OR FINANCIAL LOSS ARISING OUT OF THE USE OF, OR INABILITY TO USE, LOADPLANNER. ANY LIABILITY OF OPTIMUMLOGISTICS WILL BE LIMITED EXCLUSIVELY TO REFUND OF THE LICENSE FEE PAID TO OPTIMUMLOGISTICS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY APPLICABLE STATUTES, IN NO EVENT SHALL OPTIMUMLOGISTICS, OR ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR PARENT ORGANIZATIONS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER RELATING TO THE USE OF LOADPLANNER, OR TO YOUR RELATIONSHIP WITH OPTIMUMLOGISTICS, (INCLUDING, WITHOUT LIMITATION, LOSS OR DISCLOSURE OF DATA OR INFORMATION, LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR BUSINESS ADVANTAGE, OR BUSINESS INTERRUPTION), WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, CONTRIBUTION, INDEMNITY, OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, IN NO EVENT DOES OPTIMUMLOGISTICS AUTHORIZE YOU OR ANYONE ELSE TO USE LOADPLANNER IN APPLICATIONS OR SYSTEMS WHERE LOADPLANNER'S FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN A SIGNIFICANT PHYSICAL INJURY, OR IN LOSS OF PROPERTY, OR IN LOSS OF LIFE. ANY SUCH USE IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE TO HOLD OPTIMUMLOGISTICS HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED USE.

RESTRICTED RIGHTS
LoadPlanner is provided with "Restricted Rights". Use, modification, duplication, release, performance, display, or disclosure by the U.S. Government or government contractors is subject to the restrictions set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software Restricted Rights clauses at 48 CFR 52.227-19, and the provisions relating to Rights in Commercial Computer Software or Commercial Computer Software Documentation at 48 CFR 227.7202-3.
EXPORT CONTROL
LoadPlanner is subject to certain export restrictions of the United States Government. If you are (a) in a country to which export from the United States is restricted for any reasons, or a national of any such country, wherever located, (b) in a country to which the United States has embargoed or restricted the export of goods or services, or a national of any such country, wherever located, or (c) a person or entity who has been prohibited from participating in United States export transactions by any agency of the United States Government, then you may not install, download, access, use, or license LoadPlanner. By accepting this License, you warrant and represent to OptimumLogistics that (1) you do not match the criteria set forth in (a), (b), or (c) above, (2) that you will not export or re-export LoadPlanner to any country, person, or entity subject to U.S. export restrictions, including those persons and entities that match the criteria set forth in (a), (b), or (c) above, and (3) that neither the United States Bureau of Industry and Security, nor any other U.S. federal agency, has suspended, revoked, or denied your export privileges.
GOVERNING LAW
This License is the complete statement of the agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements, and arrangements. This License shall be governed by the laws of the State of New Jersey, without regard to New Jersey choice-of-law rules. Exclusive jurisdiction and venue for all matters relating to this License shall be in courts and fora located in the State of New Jersey, and you consent to such jurisdiction and venue. There are no third-party beneficiaries of any promises, obligations, or representations made by OptimumLogistics herein. Any waiver by OptimumLogistics of any violation of this License by you shall not constitute, nor contribute to, a waiver by OptimumLogistics of any other or future violation by you of the same provision, or any other provision, of this License. If any part of this License or the application thereof to any person or circumstance is for any reason held invalid or unenforceable, it shall be deemed severable, and the validity of the remainder of this License, or the applications of such provision to other persons or circumstances, shall not be affected thereby.

LOADPLANNER EVALUATION LICENSE
This license applies to the evaluation version of LoadPlanner. If you do not have an evaluation version of LoadPlanner, see the section above titled LoadPlanner Standard License.
USER AGREEMENT
You should carefully read the following terms and conditions before using, installing, copying, distributing, or transmitting this software. By using, installing, copying, distributing, or transmitting LoadPlanner, you agree to all of the terms of this agreement (License).

Please read the license terms below. If you do not agree to all of the terms of this License, then do not use, install, copy, distribute, or transmit LoadPlanner.

LICENSE SCOPE
This is not free software. Subject to the terms below, you are hereby licensed by Optimum Logistics, LLC. to use one copy of LoadPlanner, on one (1) computer or workstation, for evaluation purposes without charge for a period of 30 days. Use of LoadPlanner after the 30-day evaluation period without payment of the license fee is a breach of this License and a violation of U.S. and international copyright laws.

Subject to all of the terms of this License, you may, without making any payment to OptimumLogistics:

a) give exact copies of this evaluation version of LoadPlanner personally to anyone;

b) distribute exact copies of this evaluation version of LoadPlanner, if done exclusively through electronic channels; and

c) make as many exact copies of this evaluation version of LoadPlanner as you wish, for purposes of distribution as described in (a) and (b) above.

YOU ARE SPECIFICALLY PROHIBITED FROM CHARGING, OR REQUESTING DONATIONS, FOR ANY COPIES, HOWEVER MADE, AND FROM DISTRIBUTING SUCH COPIES WITH OTHER PRODUCTS OF ANY KIND, COMMERCIAL OR OTHERWISE, WITHOUT PRIOR WRITTEN PERMISSION FROM OPTIMUMLOGISTICS. OPTIMUMLOGISTICS RESERVES THE RIGHT TO REVOKE THE ABOVE DISTRIBUTION RIGHTS AT ANY TIME, FOR ANY OR NO REASON.

All rights of any kind in LoadPlanner which are not expressly granted in this License are entirely and exclusively reserved to and by OptimumLogistics. LoadPlanner is protected by the United States copyright laws and other applicable laws and treaties. You may not rent, lease, sublicense, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on, LoadPlanner, nor permit anyone else to do so. You may not make access to LoadPlanner available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so.

WARRANTY AND LIABILITY LIMITATIONS
LOADPLANNER, AND ANY AND ALL ACCOMPANYING SOFTWARE, FILES, DATA AND MATERIALS, ARE DISTRIBUTED AND PROVIDED "AS IS" AND WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OPTIMUMLOGISTICS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, LOADPLANNER. OPTIMUMLOGISTICS DOES NOT WARRANT THAT THE OPERATION OF LOADPLANNER WILL BE UNINTERRUPTED OR ERROR-FREE.

THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.

EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY APPLICABLE STATUTES, OPTIMUMLOGISTICS SHALL NOT BE LIABLE FOR ANY DAMAGE OR FINANCIAL LOSS ARISING OUT OF THE USE OF, OR INABILITY TO USE, LOADPLANNER. ANY LIABILITY OF OPTIMUMLOGISTICS WILL BE LIMITED EXCLUSIVELY TO REFUND OF THE LICENSE FEE PAID TO OPTIMUMLOGISTICS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY APPLICABLE STATUTES, IN NO EVENT SHALL OPTIMUMLOGISTICS, OR ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR PARENT ORGANIZATIONS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER RELATING TO THE USE OF LOADPLANNER, OR TO YOUR RELATIONSHIP WITH OPTIMUMLOGISTICS, (INCLUDING, WITHOUT LIMITATION, LOSS OR DISCLOSURE OF DATA OR INFORMATION, LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR BUSINESS ADVANTAGE, OR BUSINESS INTERRUPTION), WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, CONTRIBUTION, INDEMNITY, OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, IN NO EVENT DOES OPTIMUMLOGISTICS AUTHORIZE YOU OR ANYONE ELSE TO USE LOADPLANNER IN APPLICATIONS OR SYSTEMS WHERE LOADPLANNER'S FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN A SIGNIFICANT PHYSICAL INJURY, OR IN LOSS OF PROPERTY, OR IN LOSS OF LIFE. ANY SUCH USE IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE TO HOLD OPTIMUMLOGISTICS HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED USE.

RESTRICTED RIGHTS
LoadPlanner is provided with "Restricted Rights". Use, modification, duplication, release, performance, display, or disclosure by the U.S. Government or government contractors is subject to the restrictions set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software Restricted Rights clauses at 48 CFR 52.227-19, and the provisions relating to Rights in Commercial Computer Software or Commercial Computer Software Documentation at 48 CFR 227.7202-3.
EXPORT CONTROL
LoadPlanner is subject to certain export restrictions of the United States Government. If you are (a) in a country to which export from the United States is restricted for any reasons, or a national of any such country, wherever located, (b) in a country to which the United States has embargoed or restricted the export of goods or services, or a national of any such country, wherever located, or (c) a person or entity who has been prohibited from participating in United States export transactions by any agency of the United States Government, then you may not install, download, access, use, or license LoadPlanner. By accepting this License, you warrant and represent to OptimumLogistics that (1) you do not match the criteria set forth in (a), (b), or (c) above, (2) that you will not export or re-export LoadPlanner to any country, person, or entity subject to U.S. export restrictions, including those persons and entities that match the criteria set forth in (a), (b), or (c) above, and (3) that neither the United States Bureau of Industry and Security, nor any other U.S. federal agency, has suspended, revoked, or denied your export privileges.
GOVERNING LAW
This License is the complete statement of the agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements, and arrangements. This License shall be governed by the laws of the State of New Jersey, without regard to New Jersey choice-of-law rules. Exclusive jurisdiction and venue for all matters relating to this License shall be in courts and fora located in the State of New Jersey, and you consent to such jurisdiction and venue. There are no third-party beneficiaries of any promises, obligations, or representations made by OptimumLogistics herein. Any waiver by OptimumLogistics of any violation of this License by you shall not constitute, nor contribute to, a waiver by OptimumLogistics of any other or future violation by you of the same provision, or any other provision, of this License. If any part of this License or the application thereof to any person or circumstance is for any reason held invalid or unenforceable, it shall be deemed severable, and the validity of the remainder of this License, or the applications of such provision to other persons or circumstances, shall not be affected thereby.