Disc CheckUp End User License Agreement

End User Software License Agreement

Disc CheckUp

NOTICE TO ALL USERS: PLEASE CAREFULLY READ THE FOLLOWING END USER LICENSE AGREEMENT ("AGREEMENT"), WHICH CONTAINS THE TERMS UNDER WHICH YOU (OR YOUR ORGANIZATION) (“YOU”) ARE ACQUIRING A LICENSE TO USE THE ACCOMPANYING DISC CHECKUP ("SOFTWARE")BY CLARESTOW CORPORATION. ("CLARESTOW"). THIS IS A LICENSE NOT A SALE.BY CLICKING THE ACCEPT BUTTON OR INSTALLING THE SOFTWARE, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES THAT YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT AND DO NOT INSTALL THE SOFTWARE. (YOU MAY RETURN THE PRODUCT TO CLARESTOW, OR WHERE APPLICABLE THE PLACE OF PURCHASE FOR A FULL REFUND.) YOUR INSTALLATION OR USE OF THE SOFTWARE WILL BE DEEMED BY CLARESTOW TO BE YOUR IRREVOCABLE CONSENT TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT.

IF YOU ARE AN EMPOYEE, CONTRACTOR OR OTHERWISE INSTALLING OR USING THIS SOFTWARE BY OR ON BEHALF OF AN ORGANIZATION OR ANY OTHER THIRD PARTY, YOU REPRESENT AND WARRANT TO CLARESTOW THAT: (I) YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION; AND (II) YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THIS LICENSE ON BEHALF OF SUCH ENTITY; AND (III) SUCH ENTITY WILL BE IRREVOCABLY BOUND BY AND WILL COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT.1. License Grant. Subject to the payment of the applicable license fees, and subject to the terms and conditions of this Agreement, CLARESTOW hereby grants to you a non-exclusive, non-transferable, personal, limited license to use one copy of the specified version of the Software and the accompanying documentation (the "Documentation") on one computer only.

2. Term and Termination. This Agree= ment is effective for an unlimited duration unless and until earlier terminated as = set forth herein. This Agreement will terminate automatically if you fail to co= mply with any of the provisions of this Agreement. Upon any termination or expiration of this Agreement, your rights under this Agreement will immedia= tely cease and you must destroy all copies of the Software and the Documentation. You may terminate this Agreement at any point by destroying all copies of t= he Software and the Documentation. Termination hereunder shall be without prejudice to any other right = or remedy to which either party may be entitled hereunder in law.

3. Ownership Rights. The Software is licensed not sold. The Softwa= re is protected by copyright laws and international treaty provisions. CLARESTOW = and its licensors own and retain all right, title and interest in and to the So= ftware, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or use= of the Software does not transfer to you any title to the intellectual propert= y in the Software, and you will not acquire any rights to the Software except the right to use the Software in accordance with the terms set forth in this Agreement and CLARESTOW and its licensors reserve all rights not expressly granted to you.

4. Restrictions. You may not rent, = lease, loan, sublicense or resell the Software. You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau or other arrangement. You may not transfer any of the rights= granted to you under this Agreement. You may not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code from all or any part of the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon, the Software in whole or in part. You may not copy the Software= or Documentation. except that you may either (a) ma= ke one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided that you keep the original sole= ly for backup or archival purposes. You may not remove any proprietary notices= or labels on the Software. All copies must contain the same proprietary notices that appear on and in the Software.

5. Confidentiality. The Software, the Documentatio= n and any other materials that You receive from CLARES= TOW are proprietary and confidential information of CLARESTOW and may constitute legally protected trade secrets. Therefore, You agree not to disclose or p= rovide the Software, the Documentation or any information you learn about the Soft= ware to any third party, nor otherwise disclose any such information unless appr= oved in writing by CLARESTOW. You acknowledge that any breach of the terms and conditions of this Section would result in significant damage to CLARESTOW,= not completely compensable monetarily, and agree that CLARESTOW shall be entitl= ed to equitable relief including without limitation, specific performance and/= or injunctive relief in the event of the breach or threatened breach of any of the terms = of this Section. You agree to not oppose any such application on the basis that damages would be a satisfacto= ry or sufficient remedy.

6.= Warranty and Disclaimer.

a. Limited Warranty. CLARESTOW warr= ants that for sixty (60) days from the date of original purchase the media (e.g., CD-Rom) on which the Software is contained will be free from defects in mat= erials and workmanship.

b. Remedies. CLARESTOW's and its su= ppliers' entire liability and your exclusive remedy for any breach of the foregoing warranty shall be, at CLARESTOW's option, either (i) return of the purchase price paid for the license, if any, or (ii) replacement of the defective me= dia in which the Software is contained. You must return the defective media to CLARESTOW at your expense with a copy of your receipt. This limited warrant= y is void if the defect has resulted from accident, abuse, or misapplication. Any replacement media will be warranted for the remainder of the original warra= nty period.

c. Warranty Disclaimer. TO THE MAXI= MUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY SET FOR= TH ABOVE, THE SOFTWARE AND THE DOCUMENTATION IS PROVIDED “AS IS” A= ND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EITHER EXPRESS OR IMPLIED= , WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE. CLARESTOW DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANT= ABLE QUALITY, SATIFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTA= TION. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTEND= ED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, CLARESTOW MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. SOME JURIS= DICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY= NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

7. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE (INCLUDING FUNDAMENTAL BREACH AND NEGLIGENCE), SHALL CLARESTOW OR= ITS LICENSORS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, REVENUE OR PRO= FITS, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, FAILURE TO REALIZE EXPEC= TED SAVINGS, COST OF REPLACEMENT GOODS OR FOR ANY AND ALL OTHER DAMAGES OR LOSS= ES. IN NO EVENT WILL CLARESTOW BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE CLARESTOW CHARGES FOR A LICENSE TO THE SOFTWARE, EVEN IF CLARESTOW SH= ALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGE ARE FORSEEABLE. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceab= le to the maximum extent permitted by applicable law.

8. Miscellaneous. This Agreement is governed by the laws of the Canada and the Province of Ontario, without reference to conflict of laws principles, and the parties agree that the sole location and venue for any litigation which may arise hereunder shall be Ottawa, Ontario<= /st1:place>. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement sets forth all rights for the user of the Software and is the entire agreement between= the parties. This Agreement supersedes any other communications, agreements, representations or understandings, whether written or oral, with respect to= the Software and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of CLARESTOW. No provision hereof shall be deemed waived unless such waiver shall be in writ= ing and signed by CLARESTOW or a duly authorized representative of CLARESTOW. If any provision of this Agreement is held invalid, illegal or unenforceable b= y a court of competent jurisdiction such provision shall be deemed severed from this Agreement and the remainder of this Agreement shall continue in full f= orce and effect. The parties confirm that it is their wish that this Agreement h= as been written in the English language only.= The parties acknowledge and agree that the limited warranty, warranty disclaimer, and limited liability set forth in this Agreement are fundament= al elements of the basis of the bargain between CLARESTOW and You, and that CLARESTOW would not be able to provide the Software or Documentation for the fees charged without such limitations. The provisions of this Agreement whi= ch are meant, by their nature, to survive termination of this Agreement or whi= ch are required to ensure that the parties fully exercise their rights and obligations hereunder, including without limitation, the exclusions, discla= imers, ownership, confidentiality, limitation of liability and this miscellaneous = Section, shall survive the termination of this Agreement.

9. = U.S. Government End Users. The Software and Documentation: (<= span class=3DSpellE>i) was developed exclusively at private expense; (ii)= is a trade secret of CLARESTOW for all purposes of the Freedom of Information Ac= t or its successor legislation or any other disclosure statute, regulation or pr= ovision; (iii) is “commercial computer software” and/or “restricted software” subject to limited utilization (Restricted Rights); and (iv= ) all copies of the Software in all respects is and shall remain proprietary to CLARESTOW or its licensors. Use, duplication, or disclosure by the U.S. Government or any other person acting on its behalf is subject to restricti= ons as set forth in subparagraph (c)1(ii) of the Rig= hts in Technical Data and Computer Software clause at DFARS 252.227-7013 and/or or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restrict= ed Rights 48 CFR 52.227-19, as applicable. Manufacturer is CLARESTOW Communications, Inc., 100 = Furness Way, Ottawa, ON K2G 7E4.

10. Export/Import Restrictions. You agree that you will not export= or re-export the Software or Documentation to any country, person, entity or e= nd user subject to Canadian or United States export restrictions. In Canada restricted countries currently include, but are not necessarily limited toMyanmar. You warrant and represent that no relevant agency has suspended, revoked= or denied your export and/or import privileges.

BY CLICKING THE “I ACCEPTR= 21; BUTTON AND PROCEEDING WITH THE INSTALLATION OF THE SOFTWARE, YOU ARE DEEMED= BY CLARESTOW TO HAVE IRREVOCABLY AGREED TO BE BOUND BY AND COMPLY WITH ALL OF THESE TERMS AND CONDITIONS. I= F YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, SELECT “I DO NOT ACCEPT” AND IMMEDIATELY DESTROY OR RETURN THE SOFTWARE TO CLARESTOW.<= span style=3D'mso-spacerun:yes'> YOUR INSTALLATION OR USE OF THE SO= FTWARE WILL BE DEEMED BY CLARESTOW TO BE YOUR IRREVOCABLE CONSENT TO BE BOUND BY A= ND COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT.

IF YOU ARE AN EMPOYEE, CONTRACTOR OR OTHERWISE INSTALLING OR USING THIS SOFTWARE BY OR ON BEHALF OF AN ORGANIZAT= ION OR ANY OTHER THIRD PARTY, YOU REPRESENT AND WARRANT TO CLARESTOW THAT: (I) = YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION; AND (II) YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THIS LICENSE ON BE= HALF OF SUCH ENTITY; AND (III) SUCH ENTITY WILL BE IRREVOCABLY BOUND BY AND WILL COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT.