1. Agreement and General Terms of Use

1.1 This End User Agreement constitutes the agreement between OptaSoft LLC ("OptaSoft LLC") and you as a user who accesses or establishes a connection ("user," "you," or "your") to the OPTASOFT LLC service and/or other services based on the OPTASOFT LLC service (collectively the "Service"), which are licensed by OptaSoft LLC.

1.2 You agree to abide by all of the provisions in this Agreement in order to remain an authorized user of the Service, and your use of the Service constitutes your agreement to abide by these provisions. You are solely responsible for your use of the Service, for all use of the Service made by others using your user name and password, and for ensuring that such use complies fully with the provisions of this Agreement.

1.3 OptaSoft LLC reserves the right, in its sole discretion, to change any or all of the provisions of this Agreement at any time. OptaSoft LLC will notify users of any changes by posting them on the Service or through other reasonable means of providing notice. Any changes to this Agreement will be effective immediately upon notice to you. Your use of the Service after notice of changes to this Agreement have been made will be deemed your acceptance of the changes.

1.4 OptaSoft LLC reserves the right, in its sole discretion, to change, limit, or discontinue any aspect, content, or feature of the Service, as well as any aspect pertaining to the use of the Service. OptaSoft LLC further reserves the right, in its sole discretion, to restrict the use of the Service as well as suspend or revoke your rights to use the Service based on OptaSoft LLC's belief that your use of the Service violates that permitted by this Agreement or applicable law.

1.5 If you do not agree to the provisions of this Agreement or are not satisfied with the Service, your sole and exclusive remedy is to discontinue your use of the Service.

2. Rights in Service Content and the Service

2.1 All content provided by OptaSoft LLC on the Service is protected by copyright, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by OptaSoft LLC. The Service is protected by copyright, patent and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by OptaSoft LLC.

2.2 You may search, retrieve, display, download, and print content from the Service solely for your personal, internal use, and shall make no other use of the content without the express written permission of OptaSoft LLC and the copyright owner (or its authorized agent) of such content. You will not modify, publish, distribute, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part, found on the Service. Further, you will not engage in any systematic downloading or other activity directed towards any of the content, in whole or in part, found on the Service that would create any electronic data base or archive containing such content, however, assuming your compliance with the terms of this Agreement, you may on an occasional, infrequent basis distribute in paper form or through electronic mail single copies of individual works of content contained in the Service in connection with the uses permitted by this Agreement. You will not make any changes to any content that you are permitted to download under this Agreement, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You also will not "frame" any of the content on the Service or the Service itself without the express written permission of OptaSoft LLC and the copyright owner or its authorized agent. You agree that you do not acquire any ownership rights in any downloaded content. Your further agree that all rights in the Service and any of the content found on the Service not granted to you under this Agreement is expressly reserved to OptaSoft LLC and/or its licensors.

2.3 Certain content found on the Service may be subject to additional terms and conditions as specified in Section 11 below.

3. User Activities and Privacy of User Information on the Service

3.1 By making any material or information available through the Service or e-mail, you automatically grant to OptaSoft LLC a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any such material or information (in whole or in part) and/or to incorporate it in other works regardless of form, media, or technology. By making any material or information available through the Service, you also grant to users other than yourself the right and license to access, view, store, or reproduce your material and information for that user's personal, internal use.

3.2 OptaSoft LLC has no obligation to, and does not and cannot, review every item of material or information that you and users other than yourself make available through the Service, and OptaSoft LLC is not responsible for any content of this material or information, however, OptaSoft LLC reserves the right to delete, move, or edit any material or information that it deems, in its sole discretion, unacceptable, libelous, defamatory, obscene, pornographic, abusive, or otherwise in violation of any law or that infringes or violates any rights of any other person or entity. Further, OptaSoft LLC reserves the right at all times to disclose any material or information as necessary to satisfy any law, regulation, or governmental request.

3.3 OptaSoft LLC reserves the right to collect and use data about you and your use of the Service for purposes such as, for example, performing statistical analyses to assist us in improving the Service. OptaSoft LLC further reserves the right to distribute such data in forms that do not identify you individually or reveal your identity. OptaSoft LLC may also distribute such data in forms that identify you individually or reveal your identity, but only if you expressly give your consent to such distribution in response to a request made by OptaSoft LLC, or as otherwise provided in the OptaSoft LLC privacy policy, which is incorporated herein by reference. Please familiarize yourself with the privacy policy by clicking on "Privacy Policy" (or another similar link) at the bottom of the Service's log on page.

4. Disclaimer of Warranties & Limitation of Liability

4.1 You expressly agree that use of the Service is at your sole risk. Neither OptaSoft LLC nor any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers, or licensors warrant that the Service will be uninterrupted or error free or that they will be free of viruses or other harmful components, nor do they make any warranty as to the results that may be obtained from the use of the Service, or as to the accuracy, reliability, completeness, or contents of any content, information, material, postings, or posting responses found on the Service, any merchandise or services provided through the Service, or any links to other sites or services made available on the Service.

4.2 The Service, all content, material, information, postings, or posting responses found on the Service are provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.

4.3 Under no circumstances, including, but not limited to, negligence, shall OptaSoft LLC (or any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers, or licensors (and their respective directors, officers, employees, and agents)), be liable for any indirect, incidental, special or consequential damages that result from the use of, or the inability to use, any content, information, material, postings, or posting responses on the Service, or the Service itself.

These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages. You specifically acknowledge and agree that OptaSoft LLC (and any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers and their respective directors, officers, employees, and agents), is not liable for any defamatory, offensive or illegal conduct of any user, including you. In no event shall the total liability of OptaSoft LLC (or any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers) to you exceed the amount paid by you to OptaSoft LLC during the twelve (12) months prior to any claim of injury or damage.

5. Indemnification. To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless OptaSoft LLC (and any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers, or licensors (and their respective directors, officers, employees, and agents)) from and against all claims, liability, and expenses, including attorneys' fees and legal fees and costs, arising out of your use of the Service or your breach of any provision of this Agreement. OptaSoft LLC reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim.

6. Termination. OptaSoft LLC may terminate this Agreement and your use of the Service, or discontinue the Service, at any time. OptaSoft LLC shall have the right immediately upon notice to you to terminate your use of the Service in the event of any conduct by you which OptaSoft LLC, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement or violation of applicable law.

7. Law Governing Performance and Disputes. This Agreement, your performance under it, and any disputes arising under it shall be governed exclusively by the laws of the United States of America and the State of Louisiana, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the Courts of the State of Louisiana and the United States District Court for the Middle District of Louisiana in any and all actions, disputes, or controversies relating to this Agreement.

8. General Terms. This Agreement and any rules posted on the Service by OptaSoft LLC constitute the complete and exclusive and final expression of the agreement of the parties with respect to the subject matter hereof. No waiver by either OptaSoft LLC or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of OptaSoft LLC and its successors, trustees, and permitted assigns. OptaSoft LLC may assign this Agreement, or any of its rights or obligations under this Agreement, with or without notice to you. Any such assignment by OptaSoft LLC does not relieve you of your obligations under this Agreement.

9. Content-Specific Notices. OptaSoft LLC & Conditions For Certain Content OptaSoft LLC and its licensors retain all proprietary rights to the Service. The Service and downloads are provided for your (the "subscriber") internal use only. Subscriber may utilize limited excerpts from the Service in the ordinary course of business provided a credit to OptaSoft LLC is included. Subscriber may not redistribute, publish, or otherwise disseminate any portion of the Service to any third party. Subscriber may not republish, broadcast or distribute any portion of the downloads or the Service over any internal network. In the event of misappropriation or misuse of the Service, OptaSoft LLC shall be entitled to obtain injunctive relief.

OPTASOFT LLC DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO ACCURACY, ADEQUACY, OR COMPLETENESS OF INFORMATION CONTAINED IN THE MATERIALS, WHICH ARE PROVIDED "AS-IS", WITHOUT WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR RESULTS. OPTASOFT LLC SHALL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS NOR SHALL IT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

The subscriber agrees to indemnify, defend and hold harmless OptaSoft LLC from any and all damages, liabilities, costs, charges, and expenses, including attorneys' fees, arising out of any material breach of these terms and conditions by subscriber, including any use of the Service, or downloads by a subscriber which is not expressly authorized under these terms and conditions.

10. Severability. To the extent that any portion of this agreement is determined to be prohibited by applicable law, that portion of the agreement is deemed to be severed from this agreement and the rest of the agreement is not to be invalidated on the basis of the prohibited provision. Any provision which is deemed to be severed, will be deemed to be replaced by a provision of similar content to the limit allowable under applicable law, to be interpreted in the broadest sense in favor of OptaSoft LLC.