END USER LICENSE AGREEMENT
SidePad 1.0 Demo-Trial Product - Single User License OnlyDear Software Matchmakers, Inc. (herein known as "SMI") Customer: BEFORE OPENING THE PACKAGE CONTAINING THE SoftMATCH SOFTWARE OR CLICKING ON "ACCEPT" DURING REVIEW OF THIS LICENSE OR INSTALLING OR USING THE PROGRAM, PLEASE CAREFULLY READ THIS LICENSE, WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE ACCOMPANYING SOFTMATCH SOFTWARE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE LICENSE, PLEASE DO NOT INSTALL THE SOFTWARE AND PROMPTLY RETURN THE UNOPENED SOFTWARE TO THE PLACE AT WHICH YOU ACQUIRED IT FOR A FULL REFUND OF ANY LICENSE FEE PAID. IF YOU OPEN THE ACCOMPANYING SOFTWARE OR INSTALL OR USE IT, YOU WILL BE ACQUIRING A LICENSE TO USE THE SOFTMATCH SOFTWARE PRODUCT IN OBJECT CODE FORM (THE "PROGRAM") IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LICENSE, AND YOU WILL BE CONSIDERED TO HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS.
1.Registration
Upon receipt by SMI of the Registration and Warranty Form included as part of this license completed by You and payment of licensee fees to SMI, You will be a Registered User of the Program. Registered Users are entitled to an additional 30-day warranty period from the date that You acquired Your copy of the Program. If Your Warranty has expired or You are not eligible for Warranty coverage, You may purchase then available software maintenance and support at SMI's then current rates, terms and conditions.
2.License
In consideration of the payment of the license fee, unless waived by SMI, SMI grants to You a restricted, non-transferable and non-exclusive license to use the Program and the enclosed materials for Your own internal business purposes, but not for resale, relicensing or other redistribution, subject to the terms and conditions in this license. No terms and conditions or stipulations written on a purchase order or similar document will affect these license terms even if such purchase order or document is accepted by the receiving party. The copyright and all other right, title and interest in the Program and materials shall at all times remain with SMI or its licensors. Physical copies of the Program remain the property of SMI or its licensors and such copies are deemed to be on loan to You during the term of this Agreement. You must fully reproduce any copyright or other notice marked on any part of the Program on all copies and must not alter or remove any such copyright or other notice on the original copy of the Program. SMI reserves all rights not expressly granted to You.
3.Permitted Uses
You may: a.use the Program on a single machine CPU or on a Local Area Network server to which no more than the number of workstations indicated on the Registration and Warranty Form included with this license have access to the Program;
b.make one additional copy of the Program in machine readable form, for backup purposes only;
c.transfer Your right to use the Program to a third party provided You assign all Your rights under this Agreement, cease all use of the Program, deinstall the Program, and notify us of the name and address of the other party and that the other party agrees to the terms of this Agreement.You may not:
i.sublease, lease sell, distribute, rent, permit concurrent use of or grant other rights in the Program;
ii.provide use of the Program in a computer service business, network, time sharing, interactive cable television, multiple CPU or multiple user arrangement to users who are not individually licensed by SMI;
iii.make copies of any materials provided except as permitted under this Agreement;
iv.sell forms or other materials generated in conjunction with the Program to third parties;
v.translate, reverse engineer, decompile or disassemble any part of the Program; or
vi.modify or adapt or create derivative works based on any part of the Program.4.Limited Warranty
If SMI has received a license fee for Your copy of the Program, for a period of thirty days from the date You acquired your copy of the Program, or sixty days provided SMI has received Your completed Registration and Warranty Form, SMI warrants that: (a) the media on which SMI has supplied the Program are not defective and the Program is properly recorded on them; (b) any manuals provided by SMI with the Program are substantially complete and contain all the information which SMI believes is necessary to use the Program; and (c) the Program functions substantially as described in the accompanying manuals.
YOUR SOLE REMEDY UNDER THIS LIMITED WARRANTY IS TO RETURN FOR REPLACEMENT WITHIN THE WARRANTY PERIOD DEFECTIVE MEDIA ON WHICH THE SOFTWARE HAS BEEN SUPPLIED BY SMI.
THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR MERCHANTABLE QUALITY, MERCHANTABILITY AND FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SMI DOES NOT WARRANT THAT THE PROGRAM WILL BE ERROR FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED. NO SMI AGENT, REPRESENTATIVE, OR DEALER IS AUTHORIZED TO MODIFY, EXTEND OR ADD TO THIS WARRANTY ON BEHALF OF SMI AND THIS WARRANTY IS VOIDED IN THE EVENT THE PROGRAM OR MEDIA ON WHICH SUPPLIED IS SUBJECT TO ACCIDENT OR ABUSE. THE WARRANTIES IN THIS AGREEMENT GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
5.Limitation of Liability
EXCEPT AS OTHERWISE PROVIDED IN SECTION 3 HEREOF, THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PROGRAM AND USE OF THE MATERIALS IS ASSUMED BY YOU. SMI SHALL NOT HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF SMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; NOR SHALL SMI'S AGENTS OR REPRESENTATIVES OR LICENSORS HAVE ANY SUCH LIABILITY. THE MAXIMUM AGGREGATE LIABILITY OF SMI AND ITS AGENTS, REPRESENTATIVES AND LICENSORS IN ANY CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, WHETHER IN TORT, CONTRACT OR OTHERWISE SHALL NOT EXCEED THE LICENSE FEE PAID BY YOU FOR THIS COPY OF THE PROGRAM.6.Term
The license granted under this Agreement shall remain in effect until terminated or expired. You may terminate the license at any time. SMI may terminate the license due to Your failure to comply with any of the provisions of this Agreement. Upon termination by You or SMI or expiration, You agree to return to SMI all copies of the Program and materials.
7.Government End Users
If the Program is acquired by or on behalf of a unit or agency of the United States Government or any state or local government in the United States, this provision applies. The Program (i) was developed at private expense, and no part of it was developed with government funds; (ii) is a trade secret of SMI for all purposes of the Freedom of Information Act; (iii) is "commercial computer software" subject to limited utilization (Restricted Rights) as provided in the contract between the vendor and the government entity; and (iv) in all respects is proprietary data belonging solely to SMI.
For units of the Department of Defense ("DOD"), the Program is licensed only with "Restricted Rights" as that term is defined in the DOD Supplement to the Federal Acquisition Regulations ("DFARS") 252.227-7013(c) or any other successor clause and use, duplication of disclosure is subject to restriction as set forth in the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, 252.227-7014 and 252.227-7015 or any other successor clause. Manufacturer: Software Matchmakers, Inc. (SMI).
If the Program was acquired under a GSA Schedule, (i) the U.S. Government must refrain from changing or removing any insignia or lettering from the Program that is provided or from producing copies of manuals or disks (except one copy for backup purposes); (ii) title to and ownership of the Program and any reproductions thereof shall remain with SMI; (iii) use of the Program shall be limited to the facility for which it is acquired; and (iv) except as specifically stated in the contract between the vendor and the government entity under which this copy was licensed, use of the Program shall be limited as Commercial Computer Software - Restricted Rights as set forth in Federal Acquisition Regulation 52.227-19 or any other successor clause.
U.S. Government personnel using the Program, other than under a DOD contract or GSA Schedule, are hereby on notice that use of the Program is subject to restrictions which are the same as, or similar to, those specified above.
8.Export Restrictions
The Program or underlying information or technology may not be downloaded or installed or otherwise exported or re-exported where prohibited by law. You represent and warrant and acknowledge and agree that You will not download or otherwise export to (or to a national or resident of) and You are not located in, under the control of, or a national or resident of (i) any country to which it would not be permitted to export the Program from any jurisdiction in which the Program or accompanying media was situate prior to your obtaining it, including without limitation Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. or Canada has embargoed goods; or (ii) anyone on the U.S.Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.
9.Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to the principles of conflicts of law, and excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods, if applicable. You agree that the courts of such state constitute a convenient forum for any such litigation and attorn to the non-exclusive jurisdiction of such courts.
10.Severability
If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.
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