Terms of Use - Software Development

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EntirelyDigital, 3947751 Canada Inc.
http://www.entirelydigital.com
Software License Agreement

1. General. The software, documentation and any fonts accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the "EntirelyDigital Software") are licensed, not sold, to you by EntirelyDigital, 3947751 Canada Inc. ("EntirelyDigital") for use only under the terms of this License, and EntirelyDigital reserves all rights not expressly granted to you. The rights granted herein are limited to EntirelyDigital's and its licensors' intellectual property rights in the EntirelyDigital Software and do not include any other patents or intellectual property rights. EntirelyDigital and/or EntirelyDigital's licensor(s) retain ownership of the EntirelyDigital Software itself. The terms of this License will govern any software upgrades provided by EntirelyDigital that replace and/or supplement the original EntirelyDigital Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2. Permitted License Uses and Restrictions. The Permitted Number of installations is one (1) unless otherwise indicated under a valid volume license granted by EntirelyDigital. EntirelyDigital grants you a non-exclusive license to use the EntirelyDigital Software in the manner set forth below.

2.1 General Use. You may install and use one copy of the EntirelyDigital Software on up to the Permitted Number of compatible computers; or

2.2 Backup Copy. You may make a reasonable number of backup copies of the EntirelyDigital Software, or software code base used in the creation of the software, provided your backup copies are not installed or used for other than archival purposes.

2.3 Other Restrictions. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the EntirelyDigital Software or any part thereof. THE ENTIRELYDIGITAL SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE ENTIRELYDIGITAL SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

3. Transfer. You may not rent, lease, lend or sublicense the EntirelyDigital Software without the prior written consent of EntirelyDigital.

4. Termination. This License is effective until terminated by EntirelyDigital. Your rights under this License will terminate automatically without notice from EntirelyDigital if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the EntirelyDigital Software and destroy all copies, full or partial, of the EntirelyDigital Software, and any copy of software code base used in the creation of the software.

6. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ENTIRELYDIGITAL SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRELYDIGITAL SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ENTIRELYDIGITAL AND ENTIRELYDIGITAL'S LICENSORS (COLLECTIVELY REFERRED TO AS "ENTIRELYDIGITAL" FOR THE PURPOSES OF SECTIONS 6 AND 7) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ENTIRELYDIGITAL SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ENTIRELYDIGITAL DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ENTIRELYDIGITAL SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE ENTIRELYDIGITAL SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ENTIRELYDIGITAL SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ENTIRELYDIGITAL SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ENTIRELYDIGITAL OR AN ENTIRELYDIGITAL AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE ENTIRELYDIGITAL SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

7. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ENTIRELYDIGITAL BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ENTIRELYDIGITAL SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ENTIRELYDIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall EntirelyDigital's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of five hundred dollars ($500.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

8. Reviews, Comments, and Communication. If you do submit to EntirelyDigital any feedback, reviews, or materials, and unless we explicitly indicate otherwise, you grant EntirelyDigital and its affiliates and subsidiaries a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant EntirelyDigital the right to use the name that you submit in connection with such content at EntirelyDigital's sole discretion. You represent and warrant that you own or otherwise control all of the rights to the content that you submit; that the content is accurate; that use of the content you supply does not violate this policy and/or the intellectual property rights of any third party, and will not cause injury to any person or entity; and that you will indemnify EntirelyDigital or its affiliates for all claims resulting from content you supply.

9. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, as applied to agreements entered into and to be performed entirely within Ontario between Ontario residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

10. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the EntirelyDigital Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by EntirelyDigital. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.

12. Third Party Acknowledgements. Portions of the EntirelyDigital Software may utilize or include third party software and other copyrighted material. Your use of such material is governed by their respective acknowledgements, licensing terms and disclaimers.