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License and Warranty

This End User License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) and Point Clark Networks Limited (Point Clark Networks) regarding the use of Point Clark Networks' software and service entitled ClarkConnect, which may include user documentation provided in "online" or electronic form (the "Software"). BEFORE YOU CLICK ON THE "I AGREE" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE SOFTWARE WILL NOT BE DOWNLOADED TO YOUR COMPUTER.

Grant of License: During the term of your subscription license, subject to the payment of the applicable fees and your compliance with the terms of this Agreement, this Agreement permits you to use one copy of the specified version of the Software, for internal purposes only, on only one computer, and only by one user, at a time. If you have purchased multiple licenses for the Software, then at any time you may have as many copies of the Software in use as you have licenses. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. We reserve all rights not expressly granted in this Agreement.

Copyright: The Software is owned by Point Clark Networks or its suppliers or licensors and is protected by United States and Canadian copyright laws and international treaty provisions. We (and our suppliers) own and retain all right title and interest in and to the Software, including patents, trademarks, copyrights, trade secrets and other intellectual property rights embodied or contained therein. Therefore, you may not use, copy or distribute the Software without authorization. You may (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the Software, if any, nor print copies of any user documentation provided in "online" or electronic form.

Restrictions: You may not rent, lease, or loan the Software, but you may transfer your rights under this Agreement permanently, provided you transfer this Agreement, the Software and all accompanying printed materials, retain no copies, and the recipient agrees to the terms of this Agreement. You may not reverse engineer, de-compile, or disassemble 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.

NO WARRANTIES: THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF AND RESULTS OBTAINED FROM THE SOFTWARE. THE POINT CLARK NETWORKS MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POINT CLARK NETWORKS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE PCNL WRITTEN MATERIALS. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE THAT THE SOFTWARE MAY NOT BE OR BECOME AVAILABE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR ANY DISRUPTION, OR LOSS OR DAMAGE ATTRIBUTABLE, DIRECTLY OR INDIRECTLY TO ANY ACT OF WAR WHETHER DECLARED OR UNDECLARED ACT OF TERRORISM, CRIMINAL ACT, SABOTAGE, WRONGFUL INTERFERENCE BY ANY UNAUTHORIZED PERSON. THEREFORE POINT CLARK NETWORKS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSABILITY, OR PERFORMANCE.

LIMITED LIABILITY: NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE SOFTWARE AND THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL POINT CLARK NETWORKS OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL; WORK STOPPAGE; HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL POINT CLARK NETWORKS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTY SET OUT ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT BETWEEN YOU AND POINT CLARK NETWORKS. YOU AGREE THAT POINT CLARK NETWORKS WOULD NOT BE ABLE TO PROVIDE CLARKCONNECT ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS AND EXCLUSIONS.

General: This Agreement is governed by the laws of the province of Ontario, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement shall not be subject to the Uniform Commercial Code. Any dispute between you and Point Clark Networks regarding this Agreement will be subject to the jurisdiction of the courts of the province of Ontario. This Agreement is the entire agreement between you and Point Clark Networks and supersedes any other communications or advertising with respect to the Software and documentation. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. No provision of this Agreement shall be deemed waived or modified except in a written addendum signed by an authorized representative of the Point Clark Networks.

Contact Information: Should you have any questions concerning this Agreement, or if you desire to contact Point Clark Networks for any reason, please click on the following (e-mail address).