BEFORE YOU CLICK ON THE "ACCEPT" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE LIMITED WARRANTY (collectively called the "Agreement"). BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE PROGRAM WILL NOT CONTINUE.
OKINO COMPUTER GRAPHICS LICENSE AGREEMENT
for the evaluation version of the NUGRAF(tm) RENDERING SYSTEM
1) GRANT OF LICENSE. Subject to the terms and conditions contained herein, Okino Computer Graphics, Inc. of Ontario, Canada ("LICENSOR") grants to you ("LICENSEE") a non-exclusive, non-transferable right to: (i) install and use the accompanying demonstration version of the NuGraf Rendering System software (the "LICENSED SOFTWARE") on a single computer (one central processing unit); and (ii) make archival copies of the LICENSED SOFTWARE for back-up purposes only for use with the same computer. LICENSEE agrees to affix a label to the archival copies which contains the copyright and trade-mark notices printed on the original diskette from which the copy is made.
2) RESTRICTIONS. The LICENSED SOFTWARE may be used for evaluation purposes only. The LICENSEE may not: (i) rent, lease or resell the LICENSED SOFTWARE in any form; or (ii) duplicate, distribute, publish, transfer, sublicense, or make the LICENSED SOFTWARE and related documentation available in any form to other organizations or persons except for backup purposes and for the purpose of installing the LICENSED SOFTWARE; or (iii) modify or adapt the LICENSED SOFTWARE and the related documentation in whole or in part including but not limited to translating or creating derivative works; or (iv) electronically transfer the LICENSED SOFTWARE from one computer to another over a network or by any other means; or (v) assign, sublicense or transfer any license granted herein; or (vi) modify, translate, reverse engineer, decompile, or disassemble the LICENSED SOFTWARE or any portion of it or otherwise attempt to determine the underlying source code of the LICENSED SOFTWARE.
3) COPYRIGHT. The LICENSED SOFTWARE and its related documentation are copyrighted by LICENSOR and is protected by copyright law and international treaty provisions. The LICENSED SOFTWARE is proprietary to us and contains valuable trade secrets. Ownership of the LICENSED SOFTWARE and the intellectual property of the LICENSED SOFTWARE is not transferred by this Agreement, and remains with LICENSOR. The LICENSED SOFTWARE is licensed to LICENSEE for use as permitted by this Agreement.
4) TERMINATION. This Agreement is effective until terminated. This Agreement and LICENSEE'S license to use the LICENSED SOFTWARE will automatically terminate without notice if LICENSEE fails to comply with any provision of this Agreement. Upon termination of this Agreement: (i) LICENSEE shall cease all use of the LICENSED SOFTWARE and related documentation; and (ii) LICENSEE shall certify the return or destruction of the LICENSED SOFTWARE and related documentation, including copies. The following shall survive any termination of this Agreement: (i) All disclaimers of warranties and limitation of liability set forth in this Agreement; and (ii) the Confidentiality provision of this Agreement
5) CONFIDENTIALITY. The LICENSED SOFTWARE is confidential and proprietary to LICENSOR and its suppliers. LICENSEE agree not to disclose or provide copies of the LICENSED SOFTWARE to any other party, or use the LICENSED SOFTWARE for any other purpose than as provided in this Agreement. All rights not expressly granted herein are reserved by LICENSOR.
6) LIMITED WARRANTY. To the maximum extent permitted by law: (i) The LICENSED SOFTWARE is provided "AS IS" without warranty of any kind; and (ii) LICENSOR disclaims all other warranties or conditions, express or implied, oral or written, including, but not limited to the implied warranties or conditions of merchantability, quality, fitness for any particular purpose, suitability, performance and support or maintenance of the LICENSED SOFTWARE (save as expressly set out herein); and (iii) the LICENSEE shall use the LICENSED SOFTWARE at its own risk
7) NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by law, in no event will LICENSOR be liable for any damages whatsoever (including, without limitation, damages for loss of use of the software, loss of profits, business interruption, loss of data or other business information, or other incidental or consequential damages) arising out of the use of, or inability to use, the LICENSED SOFTWARE and its accompanying documentation, even if LICENSOR, or any agent of LICENSOR has been advised of the possibility of such damages. Some states or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to LICENSEE.
8) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Canada and the Province of Ontario.
9) GENERAL. This Agreement may not be assigned or transferred without the prior written consent of LICENSOR. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of any provision hereof, and no waiver is effective unless made in writing. All headings are solely for convenience and shall not be considered in interpreting this Agreement.
