Our License Agreement 

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DALCO TECHNOLOGIES INC. END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT ("Agreement") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE) AND DALCO TECHNOLOGIES INC. ("Dalco").

PLEASE READ THIS AGREEMENT CAREFULLY AND PRINT OUT A COPY FOR YOUR RECORDS.

THIS AGREEMENT SUPERSEDES PREVIOUS VERSIONS. BY CHECKING THE AGREEMENT CHECKBOX BELOW AND  INSTALLING, COPYING OR OTHERWISE USING DALCO'S SOFTWARE YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.

 1. SOFTWARE: As used in this Agreement, the term "Software" refers to the Dalco software which you have selected to install or use. The term "Software" also shall include any upgrades, modified versions or updates of the Software made available to you by Dalco. The Software is deemed accepted by you upon installation of the Software. The term "Software" also includes any third party software made available to you by Dalco.

 2. GRANT OF LICENSE: Subject to the terms of this Agreement, Dalco hereby grants you a perpetual, non-exclusive, non-transferable right to:
 (i) install the Software,
(ii) use the Software for your internal use, and
(iii) copy the Software for back-up or archival purposes.
 Notwithstanding the foregoing, you acknowledge and agree that, depending on the version (free, trial or fully licensed) of Software you select to install, certain restrictions may apply to your use of the Software and certain features of the Software ("Special Features") may be unavailable to you or available subject to certain limitations, as follows:

 2.1 ALL VERSIONS: You are required to renew your license to use this software on a periodic basis, at least annually, according to the terms and conditions specified by Dalco, as hereinafter described. In the event you do not renew your license on or before the expiry of the license period, neither you or others licensed with you under this agreement may not continue to use this software.

 2.2 FREE VERSIONS: You may only install and use a free non-trial version of the Software if you are
 (i) an individual (and then only for your personal home use) or
(ii) a not-for-profit charitable entity as set forth in U.S.C., Title 26, Section 501(c)(3) (excluding government entities and educational institutions).
 If you select to install a free version of the Software, you may be unable to access the Special Features of the Software unless you upgrade to a fully licensed version of the Software (provided such option is made available to you), and pay the applicable license fees, if any.

 2.3 FULLY LICENSED VERSIONS: If you select to install a fully licensed version of the Software and pay the applicable license fee, your ability to access the Special Features of the Software on the number of computers for which you have paid the applicable license fee will continue so long as you continue to pay the required periodic license fee, subject to the terms of this Agreement.

 2.4 SERVICE VERSION: If you are receiving this software as a service then this software shall only operate if the applicable fee is paid in accordance with the applicable providers policy.

 3.1 TECHNICAL SUPPORT: You acknowledge that Dalco provides no technical support for any products licensed under this agreement, except as follows. In the event you require technical support, you may pre-purchase technical support hours from Dalco's web site. You acknowledge that you are responsible to pay costs associated with connecting to Dalco's technical support department, including telephone and other such information transmission costs.

 4. LICENSE RESTRICTIONS: You acknowledge that the foregoing license extends only to your use of the features and functionality of the Software as described in the online documentation accompanying the version of the Software installed by you (the "Documentation"), and you agree not to reconfigure or modify the Software in order to enable features or functionality different than those described in such Documentation or available in other Dalco products without notifying Dalco and paying the applicable Software upgrade fee.

 You may not:
 (i) reverse engineer, decompile, or disassemble the Software;
(ii) modify, or create derivative works based upon, the Software in whole or in part;
(iii) distribute copies of the Software;
(iv) remove any proprietary notices or labels on the Software; or
(v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Software.
 Any use in violation of this Section shall immediately terminate your license to the Software.

 5. THIRD PARTY SOFTWARE: Certain third party software included with the Software may be subject to additional terms and conditions imposed by Dalco’s third party licensor(s). Such terms and conditions are contained in the "About" pages of the Software and are deemed incorporated herein by reference.  

6. REGISTRATION CODES: You acknowledge that use of the Software requires a registration code for continual access. You agree not to reverse engineer or use any other means to prevent the Software from functioning in conjunction with such registration code.

 7. LICENSE PERIOD: You acknowledge that the Software requires periodic licensing and may not be used if such licensing is not obtained through Dalco or its agents. The license extends to free and paid versions of the software. Your initial installation of the software is deemed licensed for a one-year period from the date of installation.

 Thereafter, you must follow the instructions included with the software to re-license the software for the next period. In the event no such instructions are available through the software, you acknowledge that you will obtain the necessary licensing through Dalco or its agents and that, until such licensing is obtained, you will discontinue use of the software.

 8. WORKGROUP LICENSING: The Software can be installed on one computer. In the event the Software is a free version, it may only be installed on your personal home computer and no one but you can use the Software. In the event the software is fully licensed and paid, it may be installed on one server computer and accessed by the licensed number of users, provided those users are connected to one you in a formal manner. Under no circumstances can the Software be made available for charge or for free to any persons not specifically connected to you. Connected users include:
 (i) Employees of your company,
(ii) Members of a group specifically authorized in writing by Dalco.
 Connected users do not include:
 (iii) Persons paying a fee or having free access over the Internet or similar transport where those persons are not specifically authorized under 8 (ii) above.

 7. TITLE: You agree that no title to the intellectual property in the Software is transferred to you. Title, ownership, rights, and intellectual property rights in and to the Software shall remain in Dalco or Dalco’s licensors. The Software is protected by intellectual property laws of Canada and the United States and other countries and by international treaties.  

8. WARRANTY:

 8.1 Limited Warranty. Dalco warrants to You that the encoding of the Software on the media on which the Software is furnished will be free from defects in material and workmanship, and that the Software shall substantially conform to its user manual, as it exists at the date of delivery, for a period of ninety (90) days from the date You register or install and use the Software, whichever occurs first. Dalco’s entire liability and Your exclusive remedy shall be, at Dalco's option, either:  (i) return of the price paid to Dalco for the Software, resulting in the termination of this Agreement, or
(ii) repair or replacement of the Software or media that does not meet this limited warranty.
 Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to You. This warranty gives You specific legal rights. You may have other rights.

 8.2 GENERAL: The Software is provided to you at minimal charge. Dalco does not guarantee that use of the Software will be uninterrupted or error-free. Dalco does not guarantee that the information accessed by the Software will be accurate or complete. You acknowledge that performance of the Software may be affected by any number of factors, including without limitation, technical failure of the Software, the acts or omissions of third parties and other causes reasonably beyond the control of Dalco.
 Certain features of the Software may not be forward-compatible with future versions of the Software and use of such features with future versions of the Software may require purchase of the applicable future version of the Software.

8.3 SPECIFIC FUNCTIONALITY: The Software is designed to work with the Microsoft Windows Operating Systems, excluding mobile operating systems, and you acknowledge that Dalco makes no express or implied warranty for any other Operating System. The web functionality of the Software is designed  to work with the Microsoft web browser, Internet Explorer, on the Windows Operating system platform and, although it may be compatible completely or partially with other browsers, Dalco goes not guarantee such functionality with other browsers and you acknowledge that the inability, in part or whole, of the Software to work with other browsers is not sufficient reason for you claim damages or take any other action. 

 8.4 AS IS SALE: EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 8.1, YOU AGREE THAT DALCO AND ITS LICENSORS HAVE MADE NO EXPRESS WARRANTIES, ORAL OR WRITTEN, TO YOU REGARDING THE SOFTWARE AND THAT THE SOFTWARE IS BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU ACKNOWLEDGE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT DALCO, THE RETAILER, OR ANY DISTRIBUTOR) ASSUME THE ENTIRE COST OF ALL NECESSARY REPAIRS.

 8.4 DISCLAIMER: DALCO DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT WITHOUT LIMITATION,
 (i) THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
(ii) THAT THE SOFTWARE WILL AVERT OR PREVENT ALL OCCURRENCES (OR THE CONSEQUENCES THEREFROM) THAT THE SOFTWARE OR IS DESIGNED TO DETECT AND/OR PREVENT; OR
(iii) THAT ANY INFORMATION ACCESSED BY THE SOFTWARE WILL BE ACCURATE OR COMPLETE. THIS WARRANTY DISCLAIMER AFFECTS YOUR LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
 SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

 9. Limitation on Liability. EXCEPT FOR BODILY INJURY OF A PERSON, IN NO EVENT WILL DALCO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, THE PRODUCT OR ANY SERVICES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), OR FOR LOSS OF OR CORRUPTION OF DATA, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, IRRESPECTIVE OF WHETHER DALCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DALCO'S MAXIMUM LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE LICENSE FEES RECEIVED BY DALCO UNDER THIS LICENSE FOR THE PARTICULAR PRODUCT(S) WHICH CAUSED THE DAMAGES.

 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

 10. TERMINATION: This Agreement shall terminate automatically if you fail to comply with the terms of this Agreement. No notice shall be required from Dalco to effect such termination. You may also terminate this Agreement at any time by notifying Dalco in writing of termination. Upon any termination of this Agreement, you must uninstall and destroy all copies of the Software.

 11. MISCELLANEOUS:

 11.1 COMPLIANCE WITH EXPORT CONTROL LAWS: You acknowledge that Software may be subject to the export control laws and regulations of the United States ("U.S.") and agree to abide by those laws and regulations. Under U.S. law, the Software may not be installed, used or otherwise exported, reexported, or transferred to restricted countries, restricted end-users, or for restricted end-uses.

 The U.S. currently has embargo restrictions against Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. The lists of restricted end-users are maintained on the U.S. Commerce Department’s Denied Persons List, the Commerce Department’s Entity List, the Commerce Department’s List of Unverified Persons, and the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons. In addition, the Software may not be installed, used or otherwise exported, reexported, or transferred to an end-user engaged in activities related to weapons of mass destruction.  Such activities include but are not necessarily limited to activities related to:
 (1) the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons;
(2) the design, development, production or use of missiles or support of missile projects; and
(3) the design, development, production, or use of chemical or biological weapons.
 By installing or using the Software, you are agreeing to the foregoing. You are also warranting that you are not:
 (i) located in, or a resident or national of, a restricted country;
(ii) on any of the U.S. lists of restricted end-users; or
(iii) engaged in any activity related to weapons of mass destruction.
 You understand that the requirements and restrictions of U.S. law as applicable to you may vary depending on the software installated and may change over time, and that, to determine the precise controls applicable to the software, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Foreign Assets Control Regulations.

 11.2 U.S. GOVERNMENT RIGHTS: The Software under this Agreement is commercial computer software as that term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors.

If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFAR") and its successors.

11.3 GOVERNING LAW: This Agreement will be governed by the laws of the Province of British Columbia, CANADA as they are applied to agreements between British Columbia residents entered into and to be performed entirely within British Columbia. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

 11.4 ENTIRE AGREEMENT: You agree that this is the entire agreement between you and Dalco, and that it supersedes any prior agreement, whether written or oral, and all other communications between Dalco and you relating to the subject matter of this Agreement.
This Agreement may be amended, modified or supplemented only by a writing that is signed by the authorized representatives of both parties.

 11.5 RESERVATION OF RIGHTS: All rights not expressly granted in this Agreement are reserved by Dalco. ©2004-2014 Dalco Technologies Inc.. All rights reserved. All trademarks and/or service marks of Dalco used in connection with the Software are trademarks and registered trademarks of Dalco Technologies Inc.

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