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| ODESK TEAM LICENSE AGREEMENT |
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| This License Agreement is a legal agreement between the User (an |
| individual or an entity) and oDesk Corp. for (a) the Software Product |
| identified above, which includes computer software and electronic |
| documentation, and (b) the Service provided by oDesk web-site and web |
| services. The User should carefully read the following terms and |
| conditions before using the Software Product. |
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| The Software Product is licensed, not sold. The Software Product is |
| protected by copyright laws and international copyright treaties, as well as |
| other intellectual property laws and treaties. By installing, copying, or |
| otherwise using the Software Product, the User is agreeing to be bound |
| by the terms of this Agreement. If the User does not agree to the terms |
| of this Agreement, the User is not authorized to use the Software |
| Product or the Service. |
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| 1. GRANT OF LICENSE. oDesk grants the User the non-exclusive right to |
| install and use the Software Product on a computer system. The Software |
| Product can only be used in conjunction with an oDesk Team Online |
| Account with a valid license to access the Service. |
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| 2. ACCESS TO DATA. Subject to the terms of this Agreement, the User |
| grants to oDesk the non-exclusive, worldwide, right to use, copy, store, |
| transmit and display data submitted by the User to the Service (User |
| Data or Content) solely to the extent necessary to provide the Service as |
| requested by User. All User Data shall remain the sole property of |
| User, unless specifically notified in advance. User, not oDesk, |
| shall have sole responsibility for the accuracy, quality, integrity, |
| legality, reliability, appropriateness and copyright of all User Data |
| and oDesk shall not be responsible or liable for the deletion, correction, |
| destruction, damage, loss or failure to store any Data. oDesk will not |
| monitor, edit, or disclose the contents of a user's collected data, except |
| that you agree that oDesk may do so: (a) if required by law; (b) to comply |
| with legal process; (c) to enforce this Agreement and any applicable |
| Guidelines, Rules, or Service-specific Terms of Service; (d) to respond to |
| claims that any Content violates the rights of third-parties; or (e) to |
| protect the rights, property, or personal safety of oDesk, its employees, |
| users and the public. oDesk may remove or disclose collected data on the |
| Service for the same reasons. |
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| 3. PRIVACY. oDesk's privacy statement may be viewed at |
| http://team.odesk.com/html/privacy_statement.html. oDesk reserves the right |
| to modify its privacy and security policies in its reasonable discretion |
| from time to time. |
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| 4. RESTRICTIONS. (A) The User must comply with all applicable laws |
| regarding the use of the Software Product and the Service. (B) The User |
| may not reverse engineer, decompile, or disassemble the Software Product or |
| the Service, or access the Service in order to build a competitive product |
| or service or copy any ideas, features, functions or graphics of the |
| Software Product or the Service. (C) The User may not rent or lease the |
| Software Product or copy, license, sell, transfer, make available, |
| distribute, or assign this license or the Content to any third-party. (D) |
| The User may not distribute copies of the activated Software Product to |
| third parties. (E) The User is permitted to store, manipulate, analyze, |
| reformat, print, and display the Content only for his internal business use. |
| Unauthorized use, resale or commercial exploitation of the Software Product, |
| the Service and/or the Content in any way is expressly prohibited. (F) The |
| User shall not create Internet "links" to the Service or "frame" or |
| "mirror" any Content contained on, or accessible from, the Service on any |
| other server or Internet-based device. (G) The User accepts oDesk's |
| right to audit the User compliance with this agreement by monitoring |
| computer and product usage. |
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| 5. TERMINATION. oDesk may terminate this license agreement if the User |
| fails to comply with the terms and conditions of this license agreement. In |
| such event, the User must destroy all copies of the Software Product. |
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| 6. NO WARRANTY. Any use of the Software Product is at the User's own |
| risk. To the maximum extent permitted by applicable law, oDesk and its |
| suppliers disclaim all warranties and conditions, either express or implied, |
| including, but not limited to, implied warranties of merchantability, |
| fitness for a particular purpose, and non-infringement. |
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| 7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted |
| by applicable law, in no event shall oDesk or its suppliers be liable for |
| any special, incidental, indirect, or consequential damages whatsoever |
| (including, without limitation, damages for loss of business profits, |
| business interruption, loss of business information, or any other pecuniary |
| loss) arising out of the use of or inability to use the Software Product, |
| even if oDesk has been advised of the possibility of such damages. |
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| 8. LIMITATION OF LIABILITY. oDesk's entire liability and the User's |
| exclusive remedy under this License Agreement shall not exceed the |
| User's purchase price. |
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| 9. LOCAL LAWS AND EXPORT CONTROL. This Software Product is subject to United |
| States export controls administered by the U.S. Department of Commerce, the |
| United States Department of Treasury Office of Foreign Assets Control, and |
| other U.S. agencies and the export control regulations of the European |
| Union. The User acknowledges and agrees that the Software Product shall |
| not be used, and none of the underlying information, software, or technology |
| may be transferred or otherwise exported or re-exported to Afghanistan, |
| Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the |
| United States and/or the European Union maintains an embargo (collectively, |
| "Embargoed Countries"), or to or by a national or resident thereof, or any |
| person or entity on the U.S. Department of Treasury's List of Specially |
| Designated Nationals or the U.S. Department of Commerce's Table of Denial |
| Orders (collectively, "Designated Nationals"). The lists of Embargoed |
| Countries and Designated Nationals are subject to change without notice. By |
| using this Software Product, the User represents and warrants that it is |
| not located in, under the control of, or a national or resident of an |
| Embargoed Country or Designated National. The User agrees to comply |
| strictly with all U.S. and European Union export laws and assumes sole |
| responsibility for obtaining licenses to export or re-export as may be |
| required. This Software Product may use encryption technology that is |
| subject to licensing requirements under the U.S. Export Administration |
| Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. |
| 1334/2000 |
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| oDesk and its licensors make no representation that the Service is |
| appropriate or available for use in other locations. If User uses the |
| Service from outside the United States of America and/or the European Union, |
| User is solely responsible for compliance with all applicable laws, |
| including without limitation export and import regulations of other |
| countries. Any diversion of the Content contrary to United States or |
| European Union (including European Union Member States) law is prohibited. |
| None of the Content, nor any information acquired through the use of the |
| Service, is or will be used for nuclear activities, chemical or biological |
| weapons, or missile projects, unless specifically authorized by the United |
| States Government or appropriate European body for such purposes. |
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| Contact Information |
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| If you have questions regarding this License Agreement, please contact our |
| User Support by email at support@odesk.com, by telephone at (650) 853-4100, |
| fax at (650) 853-4101 or postal mail at oDesk Corporation, oDesk Corporation |
| 4200 Bohannon Drive Menlo Park, CA 94025 U.S.A. |
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