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IMPORTANT - READ CAREFULLY: BY CLICKING THE ACCEPTANCE BUTTON, DOWNLOADING, INSTALLING OR OTHERWISE USING THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED AND YOU MUST NOT INSTALL OR OTHERWISE USE THIS SOFTWARE.
This End-user License Agreement is a legal agreement between you (either an individual or an entity that you represent), and Apptastic Software Inc. ("Licensor") regarding the use of the Licensor's software entitled "SPEED-QUOTE" (individually or collectively the "Software").
1. GRANT OF LICENSE
1.1 Licensor grants you a non-exclusive and non-transferable license to reproduce and use for personal or internal business purposes the executable code version of the Software, provided any copy must contain all of the original proprietary notices.
1.2 You may only use one (1) copy of the Software for each security key device accompanying the Software that you will be provided with. However, you may make one (1) copy of the Software into any machine-readable or printed form, for backup purposes in support of your use of the Software. If your Software is a retailer specific edition and does not require a security key device to function, you are authorized to install and use two (2) copies of the Software for each license purchased. If your Software is the "Floating License" or "Unlimited" edition, licensing may be performed by a single security key device (or software process) attached to a server, and in this instance you are authorized to concurrently use up to a maximum number of copies of the Software as specified by the server license.
1.3 You are not allowed to lend or give your security key to any other party.
2.1 Except as otherwise expressly permitted in this Agreement, you may not, without the express written consent of Licensor, a) use, disclose, copy, modify, permit the concurrent use of or distribute the Software (electronically or otherwise) or any copy, adaptation, transcription of merged portion thereof; b) modify or create any derivative works of the Software or documentation, including translation; c) reverse engineer, decompile, disassemble or otherwise attempt to obtain or derive the source code of the Software or any portion thereof; d) remove or alter any designation of marks, copyright or other proprietary notices, legends, symbols or labels on the Software; or e) sell, rent, lease or permit third parties to use the Software or otherwise transfer rights to the Software. Your breach of the foregoing will result in the automatic termination of the license granted hereunder.
3. TERM & TERMINATION
3.1 The term of this Agreement shall commence upon receipt or download of the Software and shall remain in effect for a one (1) year period (the "Term"), unless terminated earlier in accordance with this Agreement. This Term may be renewed yearly upon payment of the maintenance fees.
3.2 You may terminate this Agreement at any time by destroying the Software together with all copies in any form. This Agreement may also be terminated without notice to you if you fail to comply with any terms or conditions of this Agreement. You agree upon such termination to a) cease using the Software and related materials, b) destroy the Software and related materials together with all copies in any form, and c) within five (5) days thereafter provide Licensor with a written confirmation that you have complied with the foregoing. Termination shall not restrict Licensor of any recourses available to it at law or otherwise, nor shall it discharge you of your obligation to the license fees and other costs payable to the date of termination, if applicable.
4.1 You shall pay the license fees, in accordance with the terms and conditions specified by Licensor, which are subject to modification at any time without prior notice, to be granted the rights hereunder for the Term of this Agreement. Upon the expiration of the Term, you shall pay to Licensor the maintenance fees, as specified by Licensor, in order to renew this license and obtain the most current version of the Software. You are responsible for the payment of any and all applicable taxes.
5.1 Licensor shall reasonably support the Software but only for the most current version of the Software issued yearly.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Title, ownership rights and intellectual property rights in the Software shall remain with Licensor and/or of their respective owners. You acknowledge such ownership in intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Licensor's ownership or rights with respect to the Software. The Software is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content, such as the quote sheets, accessed through the Software is the property of Licensor or of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives you no rights to such content but only a right of limited use. You must keep this Software free and clear of all claims, liens and encumbrances. You acknowledge that the Software comprises valuable property information of Licensor or of its respective owners and warrants that the Software will not be disclosed to a third party without the express written consent of Licensor.
7. LIMITED WARRANTY
7.1 LICENSOR WARRANTS THAT, FOR A PERIOD OF SIXTY (60) DAYS FROM THE DATE OF RECEIPT OF THIS SOFTWARE, THE SOFTWARE WILL PERFORM SUBSTANTIALLY, UNDER NORMAL USE, IN ACCORDANCE WITH ITS PRODUCT SPECIFICATION AS MENTIONED IN THE DOCUMENTATION ACCOMPANYING THE SOFTWARE AND THAT THE CD-ROMS ON WHICH THE SOFTWARE ARE RECORDED, IF APPLICABLE, WILL BE FREE FROM DEFECT IN MATERIALS AND WORKMANSHIP. THE FOREGOING WARRANTY SHALL BE NULL AND VOID AND OF NO FORCE AND EFFECT IF THE SOFTWARE FAILS TO PERFORM AS A RESULT OF ACCIDENT, NEGLECT OR MISUSE, USER ERROR, ELECTRICAL POWER DAMAGE, OR IN THE EVENT THAT ALL OR ANY PART OF THE SOFTWARE IS INSTALLED IMPROPERLY OR USED WITH ANY OPERATING SYSTEM FOR WHICH THE SOFTWARE IS NOT DESIGNED, OR IF THE SOFTWARE IS ALTERED OR MODIFIED OR IS INCORRECTLY INTEGRATED, MERGED OR EMBEDDED WITH OTHER SOFTWARE BY YOU OR ANY THIRD PARTY. FURTHERMORE, THE CONTENT OF THE SOFTWARE INCLUDING THE QUOTE SHEETS IS SUBJECT TO MODIFICATION AND CAN ALSO BE WITHDRAWN FROM THE SOFTWARE AT ANY TIME.
7.2 YOU ACKNOWLEDGE THAT LICENSOR'S SOLE OBLIGATION AND LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE EXPRESS WARRANTY UNDER 7.1, SHALL BE THE REPLACEMENT OR REPAIR OF ANY SOFTWARE AND/OR CD-ROM(S) NOT MEETING LICENSOR'S LIMITED WARRANTY PROVIDED THAT LICENSOR RECEIVES, DURING THE APPLICABLE WARRANTY PERIOD OF SIXTY (60) DAYS, WRITTEN NOTICE OF A DEFECT OR OTHER PROBLEM. YOU MUST RETURN THE DEFECTIVE CD-ROM(S) TO THE LICENSOR POSTAGE PREPAID. YOU MUST EITHER INSURE THE DEFECTIVE CD-ROM(S) BEING RETURNED OR ASSUME THE RISK OF LOSS OR DAMAGE IN TRANSIT. ANY CLAIM UNDER THE ABOVE WARRANTY MUST INCLUDE A PROOF OF PURCHASE SUCH AS A COPY OF THE INVOICE.
7.3 THE FOREGOING LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, AND CONSTITUTE THE SOLE AND EXCLUSIVE WARRANTIES OF YOU WITH RESPECT TO THE SOFTWARE. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTIONS 7.1 AND 7.2 LICENSOR SPECIFICALLY DISCLAIMS, AND YOU RELEASE AND WAIVE, ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES ARISING UNDER STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE AND ITS CONTENT INCLUDING THE QUOTE SHEETS ARE ACCURATE OR WILL MEET YOUR REQUIREMENTS, WILL OPERATE IN ANY COMBINATION THAT MAY BE SELECTED FOR USE BY YOU OR IN COMBINATION WITH OTHER SOFTWARE, OR WILL OPERATE UNINTERRUPTED OR ERROR FREE. FURTHERMORE, LICENSOR DOES NOT WARRANT THAT ALL SOFTWARE ERRORS, DEFECTS OR INEFFICIENCY WILL BE CORRECTED, NOR DOES LICENSOR ASSUME ANY LIABILITY FOR FAILURE TO PROVIDE SUPPORT SERVICES AND TO CORRECT ANY SUCH ERROR, DEFECTS OR INEFFICIENCY. LICENSOR MAKES NO WARRANTY, AND YOU ASSUME THE ENTIRE RISK, AS TO THE INTEGRITY OF ANY DATA AND THE RESULTS, CALCULATIONS, CAPABILITIES, SUITABILITY, USE OR PERFORMANCE OF THE SOFTWARE. IN NO EVENT SHALL LICENSOR BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE USE OR PERFORMANCE OF THE SOFTWARE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR USE OF THE SOFTWARE DOES NOT INFRINGE ANY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.
8. LIMITATION OF LIABILITY
8.1 IT IS UNDERSTOOD AND AGREED THAT LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT FOR ANY DAMAGES SUFFERED BY YOU SHALL BE LIMITED TO DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO LICENSOR BY YOU FOR THE SOFTWARE OR $1000 (US$), WHICHEVER IS LESS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF THE USE, SUPPLY OR INABILITY TO USE THE SOFTWARE OR RELATED MATERIAL, INCLUDING, WITHOUT LIMITATION, DELAYS OR PARTIAL PERFORMANCE, DAMAGES FOR LOSS OF PROFITS OR OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF INFORMATION OR DATA, INACCURACY OF THE SOFTWARE AND ITS CONTENT OR ANY OTHER PECUNIARY LOSS WHETHER BASED IN CONTRACT, DELICT, TORT OR OTHER LIABILITY TO PROVIDE DAMAGES, INDEMNIFICATION OR ANY OTHER REMEDY, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
9.1 You hereby authorize us to enter your premises in order to inspect the Software in any reasonable manner during regular business hours to verify your compliance with the terms hereof.
9.2 If any of the provisions of this Agreement are found to be illegal, invalid or unenforceable, such provision shall be severed from this Agreement and this Agreement shall not be rendered inoperative but the remaining provisions thereof shall continue in full force and effect.
9.3 Licensor may assign at any time this Agreement and its rights and obligations under this Agreement without your consent or the consent of any persons you represent.
9.4 This Agreement and the content of the Software are subject to change by Licensor without notice.
9.5 This Agreement shall be governed and interpreted in accordance with the laws in force in the Province of Ontario, without regard to conflicts of law provision therein. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Ontario and further agrees to commence any litigation which may arise hereunder in the courts located in the judicial district of Ottawa-Carlton, province of Ontario.
10. CONTACT INFORMATION
Should you have any questions concerning this Agreement or if you desire to contact Licensor for any reason, please do so at firstname.lastname@example.org