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EULA - End User License Agreement

End User license agreement for Exclusive e-Mail Product

NOTICE TO USER: THIS IS A CONTRACT. BY DOWNLOADING AND/OR USING THIS SOFTWARE, YOU CONSENT TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT

1. Information. SR & ED engineering, an Ontario company ("SRNED"), is the owner of the software program you are installing. This software is a pre-release version and is available for commercial release. SRNED is willing to grant to you a limited, terminable, non-exclusive, non-transferable license to use and evaluate the Pre-release Software for a limited period of time provided you agree to the terms and conditions of this Agreement.
2. YOU ARE USING THIS SOFTWARE ON YOUR OWN RISK AND SHALL HAVE NO CLAIM WHATSOEVER AGAINST THE PUBLISHER, AUTHOR, DISTRIBUTORS FOR ANY LOSSES OR DAMAGES. YOUR ENTITLEMENT, IF ANY, WOULD BE LIMITED TO THE PRICE YOU PAID TO OBTAIN THIS COPY.
3.THIS LICENSE WILL BE IMMEDIATELY REVOKED IF THIS PROGRAM WOULD BE USED BY YOU FOR SPAMMING.
4.YOU MUST ACTIVATE YOUR COPY, AND EACH COPY, YOU HAVE DOWNLOADED BY PROVIDING A VALID AND CORRECT E-MAIL ADDRESS. FAILURE TO COMPLY, AT ANY TIME WHEN ASKED, WILL LEAD TO REVOKATION OF THIS LICENSE. SR&ED WARRANTS THAT IT SHALL EXCERSIZE ALL REASONABLE MEASURES TO ENSURE THAT YOUR E-MAILADDRESS WILL BE KEPT CONFIDENTIAL.
5. License. SRNED grants to you a limited, terminable, non-exclusive, non-transferable license to use the Pre-release Software in object code form only for internal evaluation and trial purposes only, provided that you agree to the following:

A. Copying. You may make a reasonable number of copies of the Pre-release Software so long as (i) the use of such copies is internal to you or your organization and such use is for evaluation and trial purposes only and (ii) all copies contain this Agreement and the same copyright and other proprietary notices that appear on or in the Pre-release Software.

B. No External Distribution. You may not distribute, sub-license, or otherwise provide the Pre-release Software to any third party. You may not lease nor rent the Pre-Release Software.
D. This Software expires after a certain period of time governed by your contract with SR & ED Engineering. You may not use the software after the expiration of such period

E. Trade Secrets. You agree that the source code of the Pre-release Software contains information, which is confidential to SRNED and a trade secret of SRNED. Therefore, you agree not to modify or attempt to decipher, recompile, disassemble, reverse engineer, translate, or otherwise attempt to discover the source code of the Pre-release Software.
3. Copyright. The Pre-release Software is owned by SRNED and/or its licensors and is protected by Canadian copyright laws and international treaty provisions; and you acknowledge and agree that all right, title, and interest in and to the Pre-release Software, including associated intellectual property rights, is and shall remain with SRNED and/or its licensors. Except as stated in Section 2 above, this Agreement does not grant you any rights in the Pre-release Software and all rights not expressly granted to you in Paragraph 2 above are reserved by SRNED.
4. Cooperation with SRNED. During the term of this Agreement, you will use reasonable efforts to provide feedback to SRNED regarding testing and use of the Pre-release Software, including reporting to SRNED errors or bugs and/or defects that you might find.
5. No Warranty. THE PRE-RELEASE SOFTWARE IS PROVIDED ON AN "AS IS WITH ALL FAULTS" BASIS WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE WITH RESPECT TO THE PRE-RELEASE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. SRNED DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRE-RELEASE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE PRE-RELEASE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. SRNED EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRE-RELEASE SOFTWARE. SRNED WILL NOT UPDATE THE PRE-RELEASE SOFTWARE NOR WILL SRNED SUPPORT THE PRE-RELEASE SOFTWARE.
6. Limitation of Liability. The entire liability of SRNED and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) is set forth above. To the maximum extent permitted by applicable law, in no event shall SRNED and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) be liable for any damages, including, but not limited to, any special, direct, indirect, incidental, exemplary, or consequential damages, expenses, lost profits, lost savings, business interruption, lost business information, or any other damages arising out of the use or inability to use the Pre-release Software, even if SRNED or its licensors, distributors, and suppliers have been advised of the possibility of such damages. You acknowledge that the license fee for the Pre-release Software reflects this allocation of risk. Because some jurisdictions may not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable because the Pre-release Software is determined by a court of competent jurisdiction in a final, non-appeal able judgment to be defective and to have directly caused bodily injury, death, or property damage, in no event shall SRNED's liability for property damage exceed the greater of $50,000 or the license fee paid for the Pre-release Software.
7. Warning. (1) SRNED PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL COMPONENTS IN ANY LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN. (2) IN ANY APPLICATION, INCLUDING THE ABOVE, RELIABILITY OF OPERATION OF THE SOFTWARE PRODUCTS CAN BE IMPAIRED BY ADVERSE FACTORS, INCLUDING BUT NOT LIMITED TO FLUCTUATIONS IN ELECTRICAL POWER SUPPLY, COMPUTER HARDWARE MALFUNCTIONS, COMPUTER OPERATING SYSTEM SOFTWARE FITNESS, FITNESS OF COMPILERS AND DEVELOPMENT SOFTWARE USED TO DEVELOP AN APPLICATION, INSTALLATION ERRORS, SOFTWARE AND HARDWARE COMPATIBILITY PROBLEMS, MALFUNCTIONS OR FAILURES OF ELECTRONIC MONIORING OR CONTROL DEVICES, TRANSIENT FAILURES OF ELECTRONIC SYSTEMS (HARDWARE AND/OR SOFTWARE), UNANTICIPATED USES OR MISUSES, OR ERRORS ON THE PART OF THE USER OR APPLICATIONS DESIGNER (ADVERSE FACTORS SUCH AS THESE ARE HEREAFTER COLLECTIVELY TERMED "SYSTEM FAILURES"). ANY APPLICATION WHERE A SYSTEM FAILURE WOULD CREATE A RISK OF HARM TO PROPERTY OR PERSONS (INCLUDING THE RISK OF BODILY INJURY AND DEATH) SHOULD NOT BE RELIANT SOLELY UPON ONE FORM OF ELECTRONIC SYSTEM DUE TO THE RISK OF SYSTEM FAILURE. TO AVOID DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER MUST TAKE REASONABLY PRUDENT STEPS TO PROTECT AGAINST SYSTEM FAILURES, INCLUDING BUT NOT LIMITED TO BACK-UP OR SHUT DOWN MECHASRNEDSMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED AND DIFFERS FROM SRNED'S TESTING PLATFORMS AND BECAUSE A USER OR APPLICATION DESIGNER MAY USE SRNED PRODUCTS IN COMBINATION WITH OTHER PRODUCTS IN A MANNER NOT EVALUATED OR CONTEMPLATED BY SRNED, THE USER OR APPLICATION DESIGNER IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY OF SRNED PRODUCTS WHENEVER SRNED PRODUCTS ARE INCORPORATED IN A SYSTEM OR APPLICATION, INCLUDING, WITHOUT LIMITATION, THE APPROPRIATE DESIGN, PROCESS AND SAFETY LEVEL OF SUCH SYSTEM OR APPLICATION.
8. Termination of License. SRNED may terminate this Agreement at any time by delivering notice to you. You may terminate this Agreement by destroying or erasing all copies of the Pre-release Software. Further, this Agreement shall automatically terminate upon failure by you to comply with its terms. THE PRE-RELEASE SOFTWARE MAY CONTAIN CODE THAT WILL, AFTER A CERTAIN TIME PERIOD, DEACTIVATE THE PRE-RELEASE SOFTWARE AND RENDER THE PRE-RELEASE SOFTWARE UNUSABLE. ALTHOUGH THE PRE-RELEASE SOFTWARE WILL ATTEMPT TO WARN YOU OF THE TIME-FRAME IN WHICH IT WILL BE DISABLED, YOU ACKNOWLEDGE AND AGREE THAT THE PRE-RELEASE SOFTWARE MAY BE DEACTIVATED OR RENDERED UNUSABLE WITH OR WITHOUT WARNING. Upon such deactivation, this Agreement will be considered terminated. Upon termination of this Agreement, the license granted to you in Section 2 above will immediately terminate and you agree to destroy or erase all copies of the Pre-release Software that you have made. Sections 3, 5, 6, 7, 9, and 10 shall, however, survive the termination of this Agreement.
9. Governing Law and General Provisions. THIS AGREEMENT IS GOVERNED BY THE LAWS OF CANADA, EXCLUSIVE OF ANY PROVISIONS OF THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS, AND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW, AND CONSTITUTES THE COMPLETE AGREEMENT BETWEEN YOU AND SRNED. It supersedes any oral or written proposals, prior agreements, purchase orders or any other communication between you and SRNED relating to the subject matter of this Agreement. If any action is brought by either party to this Agreement against the other regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any relief granted, reasonable attorney fees and court costs. If any provision of this Agreement is held invalid, the offending clause will be modified so as to be enforceable and, as modified, shall be fully enforced, and the remainder of this Agreement will continue in full force and effect. You agree that the Pre-release Software will not be downloaded, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act, as amended from time to time (the "ACT"), or any other export laws, restrictions, or regulations. If you are downloading the Pre-release Software, you represent and warrant that you are not located in or under the control of any country which the Act prohibits the exportation of the Pre-release Software to. Product and company names used in the Pre-Release Software or, if applicable, in this Agreement are trademarks or trade names of their respective companies.
SR & ED Engineering All Rights Reserved. COPYRIGHT (c) 2003.