Grant of License: Astound Incorporated ("AST") grants to you ("Recipient") a limited, non-exclusive, non-transferable, royalty-free license to use the executable code of the copy of ASTOUND WEBMOTION and related documentation and information (collectively the "Product") on a single CPU, solely to evaluate the Product. The Product contains code that disable most of its features after a limited period of time, which period is disclosed when you download the Product. All other rights are reserved to AST. Recipient shall not create derivative works of, rent, lease, copy, distribute, sell, sublicense, assign, or otherwise transfer the Product. Recipient may not reverse engineer, decompile or disassemble the Product except to the extent that this restriction is expressly prohibited by applicable law. Recipient shall not remove any proprietary notice in the Product. AST and its suppliers shall retain title and all ownership rights to the Product.
Termination: This Agreement will terminate without notice 30 days following the date of first use. Upon the termination of this Agreement, Recipient shall promptly destroy all full or partial copies of the Product.
Product Maintenance: AST is not obligated to provide maintenance or updates to Recipient for the Product. However, any maintenance or updates provided by AST shall be covered by this Agreement.
Disclaimer of Warranty and Limitation of Liability:THE PRODUCT is provided "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AST FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH RECIPIENT. SHOULD THIS PRODUCT PROVE TO BE DEFECTIVE, RECIPIENT AND NOT AST ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AST OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF AST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES / JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO RECIPIENT.
High Risk Activities: The Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on- line control equipment in hazardous environment requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which failure of the Product could lead directly to death, personal injury, or severe physical or environment damage ("High Risk Activities"). AST and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
Government Users: If the Product has been acquired on behalf of any unit or agency of the United States Government, then the following provisions apply in addition to the other terms and conditions of this Agreement. The Government acknowledges AST's representation that: (i) the Product was developed at private expense and is not in the public domain; and (ii) the Product is "Restricted Computer Software" under Clause 52.227-19 of the Federal Acquisition Regulations ("FAR") and is "Commercial Computer Software" under Subpart 227.471 of the Department of Defense Federal Acquisition Regulation Supplement ("DFARS"). The Government further agrees that: (i) if the Product is supplied to the Department of Defense ("DoD"), the Product is classified as "Commercial Computer Software" and the Government is acquiring only "restrictive rights" in the Product as that term is defined in Clause 252.227-7013(c)(l) of the DARS; (ii) if the Product is supplied to any unit or agency other than DoD, the Government's rights in the Product will be as defined in Clause 52.227-9(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR; and (iii) any use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DARS 252.227-7013.
Miscellaneous: This Agreement shall be construed and interpreted in accordance with the laws of the Province of Ontario applicable to agreements made and to be performed in said Province, contains the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, supersedes all prior oral or written understandings and agreements relating thereto and may not be modified, discharged or terminated, nor may any of the provisions hereof be waived, except by mutual written agreement of the parties. Nothing herein contained shall be construed to constitute the parties hereto as partners or as joint venturers, or either party as agent of the other, and Recipient shall have no power to obligate or bind AST in any manner whatsoever. If any provision or any portion of any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining portion of any provision held void or unenforceable in part shall continue in full force and effect.
