1. Agreement to Terms

By purchasing, downloading, installing, or using BIP Bulk Image Processor Software ("Software") provided by BIP Software LLC ("Company," "we," "us," or "our"), you ("Customer," "you," or "your") agree to be bound by these Terms and Conditions ("Agreement"). If you do not agree to these terms, do not purchase or use the Software.

2. Software License and Purchase Terms

2.1 License Grant

Subject to your compliance with this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable license to use the Software in accordance with the documentation provided.

2.2 License Restrictions

You may not:

• Reverse engineer, decompile, or disassemble the Software
• Copy, modify, or create derivative works of the Software
• Distribute, sell, lease, or sublicense the Software
• Use the Software for any unlawful purpose
• Remove or alter any proprietary notices or labels

2.3 Subscription Terms

• Software licenses are provided on a subscription basis for the term selected at purchase
• Access to the Software will commence upon payment confirmation
• You are responsible for maintaining current and accurate billing information

3. Payment and Billing

3.1 Fees

All fees are due and payable in advance for the selected subscription period. Prices are subject to change with 30 days' notice for new billing cycles.

3.2 Payment Processing

Payment will be processed automatically using the payment method you provide. You authorize us to charge your payment method for all applicable fees.

3.3 Late Payment

Failure to pay fees when due may result in immediate suspension or termination of your access to the Software.

4. Refund and Cancellation Policy

4.1 No Refunds

ALL SALES ARE FINAL. WE DO NOT PROVIDE REFUNDS, CREDITS, OR PRORATED BILLING FOR ANY REASON, INCLUDING BUT NOT LIMITED TO:

• Dissatisfaction with the Software
• Inability to use the Software
• Technical difficulties or compatibility issues
• Changes in business needs
• Unused subscription time

4.2 Cancellation Terms

• You may cancel your subscription at any time through your account settings or by contacting customer support
• Cancellation does not entitle you to a refund of any fees already paid
• Upon cancellation, you will retain access to the Software until the end of your current billing period
• After the expiration date, your access to the Software will be terminated
• No new billing cycles will commence after cancellation

4.3 Effect of Cancellation

Following the expiration of your subscription:

• Your account and data may be permanently deleted
• You will lose access to all Software features and functionality
• We are not obligated to retain or provide access to your data

5. Limitation of Liability and Disclaimers

5.1 Data Loss and Security

YOU ACKNOWLEDGE AND AGREE THAT:

• We are not responsible for any data loss, corruption, or unauthorized access to your data
• You are solely responsible for backing up and securing your data
• We strongly recommend maintaining regular backups of all important data
• We do not guarantee data integrity, availability, or security

5.2 Software Misuse and User Responsibility

YOU ACKNOWLEDGE AND AGREE THAT:

• We are not responsible for any consequences resulting from your misuse of the Software
• You are solely responsible for how you use the Software and any results obtained
• We do not assume liability for decisions made based on Software output or functionality
• You must comply with all applicable laws and regulations when using the Software

5.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• WE SHALL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION, LOST PROFITS, OR LOST DATA

5.4 Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability or fitness for a particular purpose
• Warranties of non-infringement
• Warranties that the Software will be error-free or uninterrupted
• Warranties regarding data accuracy or completeness

6. Software Availability and Modifications

6.1 Service Availability

While we strive to maintain continuous availability, we do not guarantee that the Software will be available 100% of the time. We may perform maintenance, updates, or experience technical issues that temporarily affect availability.

6.2 Software Updates

We may modify, update, or discontinue features of the Software at any time without notice. Such changes do not entitle you to a refund or compensation.

7. User Conduct and Acceptable Use

You agree not to:

• Use the Software for any illegal or unauthorized purpose
• Attempt to gain unauthorized access to our systems
• Interfere with the proper functioning of the Software
• Upload or transmit malicious code or harmful content
• Violate any applicable laws or regulations
• Infringe upon the rights of others

8. Intellectual Property

All rights, title, and interest in the Software remain with us and our licensors. This Agreement does not grant you any ownership rights in the Software.

9. Termination

9.1 Termination by You

You may terminate this Agreement at any time by canceling your subscription as described in Section 4.

9.2 Termination by Us

We may terminate your access immediately without notice if you:

• Breach any provision of this Agreement
• Fail to pay fees when due
• Engage in prohibited conduct
• Use the Software in a manner that could harm our business or other users

9.3 Effect of Termination

Upon termination:

• Your license to use the Software immediately ceases
• You must stop using the Software
• We may delete your account and data
• Provisions regarding liability, disclaimers, and intellectual property survive termination

10. Privacy and Data Processing

Your privacy is important to us. Please review our Privacy Policy, which explains how we collect, use, and protect your information.

11. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from:

• Your use or misuse of the Software
• Your violation of this Agreement
• Your violation of any law or third-party rights
• Any content you submit through the Software

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement is governed by the laws of the State of Oklahoma, the United States of America, without regard to conflict of law principles.

12.2 Dispute Resolution

Any disputes arising under this Agreement shall be resolved through binding arbitration in the State of Oklahoma under the rules of Oklahoma Arbitration Center, except that either party may seek injunctive relief in court.

13. General Provisions

13.1 Entire Agreement

This Agreement constitutes the entire agreement between you and us regarding the Software and supersedes all prior agreements.

13.2 Amendment

We may modify this Agreement at any time by posting updated terms. Your continued use of the Software after changes constitutes acceptance of the modified terms.

13.3 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

13.4 Assignment

You may not assign this Agreement without our written consent. We may assign this Agreement without restriction.

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