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CANWEB END-USER LICENSE AGREEMENT
Please read carefully all the terms and conditions of this license
agreement. By clicking "I Accept", you agree to be bound by the terms
and conditions of this license.
This Agreement is between the user installing the Software (the
"User"), and CanWeb Internet Services Ltd. (265 N Front St Suite 204,
Sarnia, Ontario, N7T 7X1, Canada) ("CanWeb"), for the software
provided herewith known as "MyPCDrive" (the "Software"), along with
any optional ongoing web address service provided by CanWeb related
thereto (collectively the "Product").
1. License:
(a) CanWeb hereby grants to the User a non-exclusive, non-
transferable license, (the "License") to use the Product for one
computer, including the object (but not source) code of the Software.
(b) The User may not:
i. reproduce the Software or any manuals or material relating to the
Product (except for one back-up copy of the Software);
ii. use the Product except as authorized herein;
iii. assign, sublicense, pledge, sell, lease, rent, or otherwise
transfer or share its rights under this Agreement; or
iv. reverse engineer, decompile, disassemble, otherwise attempt to
derive the source code, perform cryptographic analysis on, or create
derivative works from the Software, modify it in any way, or attempt to
do so.
2. Support: Support for the Product is provided by CanWeb as
outlined on CanWeb`s web site (www.mypcdrive.com) from time to
time. Updates for the Software may be available from CanWeb`s website
from time to time. CanWeb may in its discretion terminate its support
for or the provision of any or all versions of the Product at any time.
3. Intellectual Property: All patent, copyright, trademark, trade
secret, source code, Internet domain, and other intellectual and
intangible property rights relating to the Product or the business of
CanWeb in general, including all registrations and applications
therefore are the sole and exclusive property of CanWeb. If the User
makes any unauthorized use of any intellectual property or rights that
belong to CanWeb, or makes negative comments in print, written type,
letters, e-mail, Internet newsgroups, computer bulletin board services
or through any advertising about CanWeb or its products in any fashion
whatsoever, it may result in irreparable harm, lost sales or goodwill,
or a negative image to CanWeb or its products which cannot be
adequately compensated for by damages. CanWeb shall be entitled to
injunctive relief to the extent that such damage is caused by the User,
or those for whom in law it is responsible. In the alternative, or in
addition, substantial financial damages may result from these actions.
4. Term:
(a) This license for the Software is perpetual unless earlier
terminated pursuant to its terms. The term of the web address service
of the Product is for the period set out when the Product is purchased,
and thereafter may require an extension at Canweb`s standard fees from
time-to-time.
(b) CanWeb may immediately terminate this license without notice upon
the occurrence of any of the following events:
i. User fails to comply with any provision of this Agreement, does
not abide by CanWeb`s Acceptable Use Policy as posted by CanWeb on its
web site from time to time, or uses the Product in a way that in
CanWeb`s opinion may attract liability to CanWeb;
ii. User fails to pay when due CanWeb`s standard fees for the Product
from time to time;
iii. User attempts to assign, sub-license, or otherwise transfer any
of its rights under this Agreement without the consent of CanWeb;
iv. User files an assignment in bankruptcy or is or becomes bankrupt
and/or insolvent, upon the appointment of a receiver for all or
substantially all of the property or assets of the User, upon the
making of any assignment or attempted assignment for the benefit of
creditors or on the institution by User of any act or proceeding for
the winding up of its business; or
v. User utilizes the Product for any use not provided for in this
Agreement.
Upon termination, User shall destroy all copies of the Software, remove
it from its systems, and cease using the Product.
5. Interpretation: Each paragraph and provision of this Agreement
is severable, and if one or more paragraphs or provisions are declared
invalid, the remaining provisions of this Agreement will remain in full
force and effect. Time shall be of the essence in this Agreement.
6. Export Law: The Software may be subject to restrictions and
controls imposed under Canadian and U.S. exportation laws. The User
may not acquire, ship, transfer, or export, directly, or indirectly, in
whole or in part, into any county prohibited under such laws.
7. Limited Warranty: The entire risk arising out of use or
performance of the Product is with the User. Without limitation,
CanWeb and its suppliers and distributors do not warrant that all
Product defects may be corrected, nor that the functions contained in
the Product will meet all User requirements.
The User is responsible to obtain all appropriate copyright or other
rights, waivers or permissions required for the User to show the
material it uses the Product for to the audience it allows to view such
material.
The Product is delivered "as is", and CanWeb and its suppliers and
distributors do not make any warranties or conditions, express or
implied, and exclude and disclaim any and all implied warranties or
conditions including, without limitation, those of merchantability or
fitness for a particular purpose. In no event will CanWeb or its
suppliers or distributors be liable to the User for any direct,
indirect, special, punitive or consequential damages (including but not
limited to damages for loss of business profits, business interruption
and the like), or any other damages arising in any way (even if CanWeb
has been advised of the possibility of such damages and regardless of
the form of action whether in contract, tort, negligence, strict
liability, operation of law, or otherwise) for any matter including
without limitation: (a) the availability, use, reliance on, or
inability to use the Product; (b) any errors, omissions, or other
inaccuracies in any content or any data transmitted using the Product;
(c) the reliability or any failure of third party communications
systems, including the internet and wired and wireless networks to
operate; (d) any delays, inaccuracies, errors or omissions with respect
to the Product or the transmission or delivery of all or any part
thereof; (e) any unintended or unauthorized access, alteration, theft,
corruption or destruction of files, data, transmission facilities or
equipment (whether by CanWeb or third parties); or (f) any use of the
Product for illegal, improper or unacceptable practices including the
dissemination of any defamatory, fraudulent, infringing, abusive, lewd,
obscene or pornographic material, viruses, trojan horses, time bombs,
worms, or other harmful code designed to interrupt, destroy, or limit
the function of any software, hardware or communications equipment,
unsolicited mass email or other internet based advertising campaigns,
privacy breaches, denial of use attacks, spoofing, or impersonation.
Some jurisdictions do not allow the exclusion or limitation of direct,
indirect, incidental, or consequential damages, so the above limitation
may not apply in its entirety to the User. In all circumstances, the
maximum amount that CanWeb or its suppliers or distributors may be held
liable for, for any reason whatsoever is the price paid by the User for
the Product during the previous 6-month period.
The parties acknowledge that CanWeb has set its prices and entered into
this Agreement in reliance on the limitations of liability and
disclaimers of warranties and damages set forth herein, and that the
same form a fundamental and essential basis of the bargain between the
parties. They shall apply even if this Agreement is found to have
failed in its fundamental or essential purpose or been fundamentally
breached.
8. Waiver: Waiver of any default or breach of this Agreement shall
not be construed as a waiver of either a subsequent or continuing
default. Termination of this Agreement shall not affect a party`s
liability by reason of any act, default, or occurrence prior to such
termination, nor shall it preclude the non-defaulting party from
exercising or pursuing any other right or remedy as may be available to
it at law or in equity, including a suit for damages or specific
performance.
9. Independent Contractors: The User and CanWeb are independent
contractors, each in full control of its own business. This Agreement
does not establish a joint venture or partnership between them. Neither
party is the agent of the other and neither has the authority to bind
the other in respect of any third party. Neither party will under any
circumstances hold itself out to be a partner, employee, franchisee,
legal representative, servant or agent of the other.
10. Prior Agreement: This Agreement contains the complete and
exclusive statement of the Agreement between the parties and supersedes
all prior and contemporaneous agreements, purchase orders,
understandings, proposals, negotiations, representations or warranties
of any kind whether written or
oral. No oral or written representation that is not expressly
contained in this Agreement is binding on either party. This Agreement
cannot be amended or modified, other than by a change made in writing,
dated and executed by the parties.
11. Governing Law: This Agreement shall be interpreted in accordance
with and governed by the laws of the Province of Ontario, Canada,
excluding conflicts of laws provisions and excluding the United Nations
Convention on Contracts for the International Sale of Goods. The
parties hereby submit to the non-exclusive jurisdiction of the courts
of Ontario, and the Federal Court of Canada. Any actions against CanWeb
must be commenced in the courts of Ontario or the Federal Court of
Canada.
12 Evaluation License: Notwithstanding anything else contained
herein, if the Product has been provided to the User on the condition
that it is for evaluation purposes only, the evaluation is limited to a
period of 10 days from the date of the earlier of installation or
download at which time the right to use the Product will automatically
terminate unless extended by CanWeb. Upon termination, the User shall
destroy all copies of the Software and remove it from its systems, and
cease using the Product.
v1.0