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This Agreement sets forth the terms and conditions for licensing of the Software from Alventis Corporation ("Alventis") to you. Installing and/or using the Software indicates that you have read this Agreement, and understand and accept its terms and conditions. Do not use the Software until you have carefully read this Agreement.

Software is defined as the Alventis computer program or programs, together with accompanying materials and documentation.

Alventis does not transfer title to the Software to you. The Software is licensed, not sold. Alventis retains sole and exclusive ownership of all right, title and interest in and to the Software and all intellectual property rights relating thereto. All rights not expressly granted hereunder are reserved by Alventis.

Trial Versions.

If you obtained a trial version of the Software, you are granted a limited non-exclusive license to use a copy of the trial version of the Software for up to 30 calendar days ("Trial Period") on one computer. You may purchase the right to use the full version of the Software, which will be governed by this Agreement as set out below.

The trial version of the Software may be freely distributed, provided that:

(i)
Such distribution includes only the unmodified original installation package supplied by Alventis. You may not alter, delete or add any files in the installation package or modify the Software in any way.
(ii)
The limited trial nature of the trial version of the Software is not misrepresented.
(iii)
No money is charged to the person receiving the Software, beyond reasonable cost of packaging and other overhead.
(iv)
You provide prior email or written notice to Alventis that you are distributing the trial version of the Software. If the Software is being distributed with other media or software, Alventis's prior written approval is required. From time to time, you may be required to report to Alventis the number of distributed units of the Software.

By your use of the trial version of the software you understand and agree that after the expiration of the Trial Period, you may not be able to continue to access and/or use the Software or any data you have entered into such Software unless you purchase the appropriate full version of the Software.

Full License. If you purchased a full, single-user license of the Software, you are granted a limited non-exclusive license to use the Software on one computer. You may make one backup copy of the Software solely for the purpose of reinstalling the Software, if needed, on the same computer.

The Software is protected by copyright, including, without limitation, by Canadian copyright law, international treaty provisions, and applicable laws in the country in which it is being used. The Software contains Alventis trade secrets. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form, or disable any functionality which limits the use of the Software. You may not modify, adapt, translate, rent, sublicense, assign, loan, resell, or distribute the Software (other than as explicitly permitted by this Agreement), or create derivative works based upon the Software or any part thereof.

This Agreement may be terminated by Alventis immediately and without notice if you fail to comply with any term or condition of this Agreement. Such failure to comply will make available to Alventis other legal remedies. Upon such termination, you must immediately destroy all copies of the Software, including all backup copies. The Intellectual Property Rights, Limited Warranty, Disclaimer and Limitation of Liability provisions set out in this Agreement shall continue in force even after any termination, but this will not imply or create any continued right to use the Software after the termination of this Agreement. Alventis reserves the right to discontinue all support for the Software, and/or for any features or content accessible through the Software. This Agreement may only be modified by a writing signed by an authorized officer of Alventis.

Disclaimer of Warranties. The Software and any related content accessible through the Software are provided "as-is". Alventis disclaims all other representations and warranties, express or implied, whether by law, statute, usage of trade, course of dealing or otherwise, regarding the Software, related materials and content, including, without limitation, any warranties of fitness for a particular purpose, security, merchantable quality, satisfactory quality, merchantability, or noninfringement.

Alventis does not warrant that the Software or any related content are free from defects, bugs, viruses, errors, or other program limitations, nor does Alventis warrant access to any service, content or data through the Software or continued access to the trial version of the Software or to the data entered into the trial version of the Software after the expiration of the specified Trial Period.

Alventis and its Representatives (as defined below) cannot and do not warrant the performance or results you may obtain by using the Software. The entire risk as to the results and performance of the Software is assumed by you. You are solely responsible for ensuring that your use of the Software and any related content is in accordance with applicable law.

Limitation of Liability and Damages. You hereby agree to indemnify, hold harmless, and defend Alventis and its employees, subsidiaries, agents, affiliates, licensors, participating financial institutions, third-party content or service providers, distributors, dealers or suppliers ("Representatives") against any and all claims, proceedings, demands, and costs resulting from or in any way connected with your use of the Software. Alventis is also not responsible for claims by a third party. The entire liability of Alventis for any reason shall be limited to either the amount paid by you for the Software, or its current price, whichever is smaller. In no event will Alventis and its Representatives be liable for any indirect, special, incidental, consequential, or punitive damages (including, but not limited to: damages for loss of business, loss of profits or investment, loss of use, loss of information or data, or the like), in connection with or arising out of or related to this Agreement, the Software, or the use or inability to use the Software or the furnishing, performance or use of any other matters hereunder whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if Alventis or its Representatives have been advised of the possibility of such damages, and even if a remedy set forth herein is found to have failed of its essential purpose. The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Alventis and you. Alventis would not be able to have provided the Software or services without such limitations.

General Provisions. This Agreement sets forth Alventis's and its Representatives' entire liability and your exclusive remedy with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and Alventis with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software. This Agreement may be entered into in any number of counterparts which, when taken together, will constitute one instrument.

This Agreement does not limit any rights that Alventis may have under trade secret, copyright, patent, trademark or other laws. The Representatives of Alventis are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Alventis. Accordingly, such additional statements are not binding on Alventis and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted, and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by the laws of the Province of Québec and the laws of Canada applicable therein. You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of Province of Québec, Canada, and any competent Courts of Appeal therefrom. This Agreement specifically excludes (i) that body of law applicable to choice of law, and (ii) the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. This Agreement is deemed entered into at Montréal, Québec, Canada, and shall be construed as to its fair meaning and not strictly for or against either party. You agree that this Agreement and all documents contemplated hereby be drawn up in English. Vous consentez à ce que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais.

U.S. Government Restricted Rights. The Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101 (JAN 1998), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212 (SEPT 1995), and is provided to the U.S. Government only as a commercial end item. U.S. Government end users acquire the Software with only those rights set forth herein consistent with: (i) for acquisition by or on behalf of civilian agencies, the terms set forth in 48 C.F.R. 12.212 (SEPT 1995); or (ii) for acquisition by or on behalf of units of the Department of Defense, the terms set forth in 48 C.F.R. 227.7202. Manufacturer is Alventis Corporation / 1001 rue Hyman, Suite 207 / Dollard-des-Ormeaux (Québec) H9B 1M3 / Canada.

Captions. Captions contained in this Agreement are inserted as a matter of convenience or for reference, do not constitute a part of this Agreement, and in no way define, limit, extend, or describe the scope of this Agreement or intent of any provision therein.

Alventis, Alventis Database, Alventis Designer, the stylized "AV" Alventis logo, UniGrid, InstaSearch, InfoView, MatchBar, Button Workshop, Double Vision, among others, are trademarks or registered trademarks of Alventis Corporation in Canada, the United States, and other countries. Other parties' trademarks or service marks are the property of their respective owners.

Copyright © 2002-2007 Alventis Corporation. All rights reserved.

As of 2007-09-01