All our products are covered under this License and Warranty:
THIS LICENSE AND WARRANTY IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AS AN INDIVIDUAL OR ENTITY) AND CEDAR CORE TECNOLOGIES INC. ("LICENSOR"). BY USING THE PRODUCT SHIPPED WITH THIS LICENSE AND WARRANTY, YOU ACCEPT AND AGREE TO THE TERMS HEREOF.
1. Definition of Product and Software. As used herein, "Product" means that Cedar Core Technologies Inc. product shipped with this License and Warranty, and "Software" means either the Product if the Product is a stand-alone software product or the software embedded in the Product.
2. General. UNDER THE TERMS OF THIS LICENSE AND WARRANTY, THE SOFTWARE IS LICENSED (AND NOT SOLD) TO YOU. LICENSOR IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AND WARRANTY.
3. License Grant. Licensor hereby grants to you, and you hereby accept from Licensor, a non-exclusive, nontransferable license to install, execute, and use the Software either (i) with the Product or (ii) if the Software is the Product, on the single computer for which Licensor has provided you a license (activation) key. All rights in the Software shall remain the property of Licensor or its licensors, if any. You shall not make any modifications to the Software without Licensor's prior written consent. You shall not reproduce the Software except to the extent strictly necessary for proper use of the Product; provided, however, that you may make an archive copy of the Software if the Software is the Product. You shall keep the Software and any operating manuals or user documentation associated therewith in confidence. You may not cause, permit or suffer the Software to be reverse engineered, disassembled or decompiled, rented, or offered for sale or other means of transfer or disposition, nor shall you develop software that performs the functions of the Software. So long as you comply with all terms of this License and Warranty, the license granted hereunder shall be perpetual. The license shall, however, in all events automatically terminate upon the sale or other transfer of the Product and/or in the event of the permanent discontinuance of the use of the Software by you, and the use of the Software by any purchaser or other transferee from you will be conditioned upon the grant of a new license in respect thereof by Licensor.
4. Licensor's Rights. You acknowledge and agree that the Software is a proprietary product of Licensor protected under Canadian, U.S. and international copyright law. You further acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with Licensor. This License and Warranty does not convey to you an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this License and Warranty.
5. Limited Warranty. For a period of 12 months from date of delivery, Licensor warrants that the Product (other than the Software) shall be free from defects in material and workmanship and from failure of operation in ordinary use. Licensor additionally warrants that the Software will substantially conform to the applicable Licensor specifications. If a defect occurs during the warranty period, you may return the Product to Licensor, or to a facility designated by Licensor for repair or replacement. Licensor shall determine in its sole discretion whether to repair or replace any defective Product covered by this warranty. You shall prepay the cost of shipping the Product to Licensor or to the designated facility and bear the risk of loss while the Product is in transit. In addition, you shall prepay the shipping charges to return the Product to the you and bear the risk of loss during transit. In the event that Licensor determines that the returned Product is not covered by this warranty, Licensor shall immediately notify you and request instructions regarding disposition. Your sole and exclusive remedy for defects the Product covered by this warranty is limited to the correction of the defect by repair or replacement. The foregoing warranty shall not apply to defects resulting from improper or inadequate maintenance by you, or software supplied by you, or interfacing, or unauthorized modifications, or misuse, or operation outside of the environmental specifications of the Product, or improper site preparation or maintenance. This warranty shall also not apply if the Product, or any component comprising the Product, has been subjected to testing for other than specified electrical characteristics or has been subjected to mishandling, misuse, neglect, improper testing, repair, alteration, damage, assembly or processing that alters physical or electrical properties. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE OR LOST BUSINESS, REVENUE, OR GOODWILL) ARISING IN CONNECTION WITH THIS LICENSE AND WARRANTY, THE PRODUCT AND/OR THE USE THEREOF, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR NEGLIGENCE, EVEN IF LICENSOR HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ANY DAMAGES WHICH MAY BE ASSESSED UPON LICENSOR FOR ANY REASON EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE PRODUCT. ANY ACTION AGAINST LICENSOR MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ARISES.
7. Indemnification. You agree to defend, indemnify and hold Licensor harmless from and against any claim, suit, demand, or action alleging that the any Product or any component thereof made to, or which incorporate requirements or specifications requested by you infringes a patent, copyright, trade secret, or any other proprietary right of any third party recognized under the laws of Canada, and Licensor shall indemnify you against all costs, expenses, (including reasonable attorney’s fees), and damages arising from any such claim, suit, demand, or action. You agree to defend, indemnify and hold Licensor harmless from and against any claim, suit, demand, or action alleging any and all damage, loss, cost, expense or other liability for property damage, personal injury, wrongful death or any other claim resulting from the operation of the Product.
8. No Assignment. This License and Warranty shall not be assigned in whole or in part by either party without the prior consent of the other, that shall not be reasonably withheld, and any attempt by either party to so assign this License and Warranty shall be invalid. However, either party may assign this entire License and Warranty to a parent, subsidiary or affiliated company of that party without the consent of the other party.
9. Governing Law. This License and Warranty shall be construed in accordance with the Province of British Columbia, Canada, without giving effect to conflict of law principles.
10. General. Any term of this License and Warranty may be waived in writing by the party entitled to the benefits thereof. No waiver of any condition or breach shall be deemed to be a further or continuing waiver of such condition of breach. Delay or failure to exercise any right or remedy shall not be deemed the waiver of that right or remedy. Any provision of this License and Warranty, which shall be determined by a count of competent jurisdiction to be invalid or unenforceable, shall be severed from this License and Warranty without invalidating the remaining provisions thereof.