In this license agreement ("License Agreement"), you, the purchaser of the license rights granted by this Agreement, are referred to as "Licensee" or "You." In accordance with the terms and conditions of this License Agreement, BrowseLab Inc. ("Licensor") grants Licensee the non-exclusive license to use the accompanying software ("Software") and documentation ("Documentation"). In this License Agreement, the Software and Documentation and any copies or modifications are referred to as the "Licensed Product."
All rights to and in the Licensed Product, including, but not limited to, copyrights, trademarks, and trade secret rights, belong to Licensor and Licensor holds title to each copy of the Software. Licensee shall not transfer or distribute the Licensed Product to others, and this Agreement shall automatically terminate in the event of such a transfer or distribution. Licensee shall not copy or modify the Licensed Product, except that Licensee may copy the Software for the sole purpose of backup as long as all copyright and other notices are reproduced and included on the backup copy.
This License Agreement is effective until terminated. Licensee may terminate this License Agreement by returning the Licensed Product to Licensor. Licensor may terminate this License Agreement if Licensee breaches any of the terms and conditions. Upon termination of this License Agreement for any reason, Licensee shall return the Licensed Product to Licensor. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensor's proprietary rights shall survive termination.
The Software is delivered in object code only. Licensee shall not reverse compile or otherwise reverse engineer the Software. Licensee shall not decompile the code for the purposes of developing a competing product.
Licensor does not warrant that the functions contained in the Licensed Product will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error-free. Licensor does warrant that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery ("Warranty Period"). Any other software and any hardware furnished with or accompanying the Software is not warranted by Licensor. Licensee's exclusive remedy under this limited warranty is the replacement of any defective physical media on which the Software is furnished, as provided below. To receive a replacement for defective media under this limited warranty, return the defective media to Supplier during the Warranty Period, with proof of payment.
EXCEPT AS PROVIDED ABOVE, THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH LICENSEE.
LICENSOR'S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPLACEMENT OF DEFECTIVE MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION (OR ANY HARDWARE FURNISHED WITH THE SOFTWARE), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES.
Any attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void, unless Licensee has been given "Reseller" status by Licensor. This Agreement shall be governed by and interpreted under the laws of the Province of British Columbia, Canada, without regard to conflicts of provisions.
Licensee shall pay the Total Fee in accordance with the terms of payment set forth by Licensor. Licensee shall pay all invoices rendered by Licensor within thirty (30) calendar days after the invoice date, or within a time frame agreed upon by Licensor. If Licensee fails to pay any amount due within thirty (30) days from the invoice date, Licensee shall be responsible to pay to Licensor late charges equal to the lesser of 1.5% per month or the highest interest rate allowable by applicable law, together with all expenses and collection costs, including reasonable attorneys' fees, incurred by Licensor in enforcing the Agreement. Licensee shall reimburse Licensor for any out-of-pocket expenses incurred in connection with duties performed by Licensor hereunder. Upon request, Licensor shall provide Licensee with reasonable documentation evidencing the out-of-pocket expenses incurred by Licensor.