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Sample Code Software License Agreement.

TERMS AND CONDITIONS of an AGREEMENT by and between DUNDAS DATA VISUALIZATION, INC., an Ontario corporation with its head office at 250 Ferrand Drive, Suite 500, Toronto, Ontario, Canada (hereinafter referred to as "Dundas") and you (either an individual or an entity), the licensee of Dundas' "Sample Code" ("the Software"), being software source code distributed to end users to illustrate how to use or access a Dundas software Product previously licensed by you.
Each of the following acts by you, your employee or agent, shall constitute your acceptance of the terms and conditions of this Agreement and your agreement to be bound thereby:
(a) opening the sealed disk package, if any;
(b) loading or installing any of the executable files, DLL's or data files of Dundas into memory or virtual memory of any computer;
(c) clicking to signify acceptance of this Agreement via Dundas' online licensing acceptance screen;
(d) clicking to signify acceptance of this Agreement during the software installation process;
(e) delivering a signed copy of this Agreement to Dundas;
(f) delivering a license registration card to Dundas.

You shall have no rights to the Software or its use unless you have accepted the terms and conditions of this Agreement and agreed to be bound thereby.

IF YOU DO NOT AGREE TO THE TERMS OF THIS SAMPLE CODE SOFTWARE LICENSE AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE LIMITED WARRANTY CONTAINED HEREIN), YOU MAY NOT USE THE SOFTWARE AND YOU ARE ADVISED TO PROMPTLY RETURN ANY DISK MEDIA ON WHICH THIS SOFTWARE IS STORED, TOGETHER WITH ALL PACKAGING AND DOCUMENTATION FOR THE SOFTWARE, TOGETHER WITH PROOF OF PURCHASE TO THE PLACE WHERE YOU OBTAINED THE SOFTWARE FOR A FULL REFUND.

1. UTILITY OF THE SOFTWARE: The Software is intended to be used solely in connection with other Dundas software which you have previously licensed from Dundas.

2. GRANT OF RIGHTS: This license is granted on a "per user" basis. Each user within your organization who desires to use the Software must hold a valid license. The grant of this license is conditional upon each such user having previously licensed other Dundas software from Dundas in respect of which the Software licensed hereunder is to be used. In consideration of your consent to abide by the terms of this Agreement, Dundas grants you the non-exclusive, non-transferable right to use the Software for the sole purpose of training yourself in respect of how to use or otherwise access other Dundas software which you have licensed from Dundas. You may only use the Software for such internal training purposes and may not make any other use of the Software, including without limitation using the Software for any external or commercial purposes. You may not copy or modify, create derivative works in respect of, enhance, otherwise alter or distribute the Software. You agree not to remove any copyright, trademark or patent notices contained in or on the Software. Your license rights under this Agreement are conditional upon you not being engaged at any time in the manufacture, use, distribution or transfer of counterfeit, pirated or illegal software. You may not rent, lease, provide commercial hosting services in respect of or lend the Software. Your rights to use the Software are conditional on your compliance with the terms of this Agreement.

3. LIMITS ON EXECUTION AND STORAGE OF THE SOFTWARE: You may install and store the Software on one or more computer systems for the licensed purposes set forth herein. Your rights to use the Software are specifically limited as follows: (a) each license entitles you to use the Software for your personal training purposes only on one computer system at any particular time; and (b) each license of the Software entitles you and only you to use the Software for such purposes.

4. OWNERSHIP OF SOFTWARE: Dundas (and/or its third party licensors and suppliers) retain all right, title and interest in and to the Software. The Software is licensed, not sold, and all rights not expressly granted in this Agreement are reserved by Dundas (and/or its third party licensors and suppliers).

5. COPYRIGHT: The Software and accompanying written materials (if any) ("Documentation") are protected by Canadian and United States copyright laws and international treaty provisions. Dundas and its licensors and suppliers own and retain all right, title and interest in and to the Software and Documentation, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. You acknowledge that your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software or Documentation, and that you will not acquire any rights to the Software or Documentation except as expressly set forth in this Agreement. Your use of the Documentation is governed by the same terms applicable to your use of the Software as set out in this Agreement.

6. TRADE SECRETS AND CONFIDENTIALITY: You agree with Dundas that the Software contains information or material which is proprietary to Dundas (and/or its third party licensors and suppliers) ("Confidential Information"), which is not generally known other than by Dundas, and which you may obtain knowledge of through, or as a result of the relationship established hereunder with Dundas. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, methodology, processes, procedures, know-how, new product or new technology information, strategies and development plans (including prospective trade names or trademarks). You also agree and acknowledge that such Confidential Information has been developed and obtained by Dundas (and/or its third party licensors and suppliers) by the investment of significant time, effort and expense, and provides Dundas with a significant competitive advantage in its business. You agree that you shall not make use of the Confidential Information for your own benefit or for the benefit of any person or entity other than Dundas, except as expressly authorized in this Agreement and not for any other purpose. You agree to hold in confidence, and not to disclose or reveal to any person or entity, the Software, the Documentation or any other Confidential Information concerning the Software other than to such persons as Dundas shall have specifically agreed in writing to permit you to so disclose. You agree and acknowledge the purpose of this paragraph entitled "Trade Secrets and Confidentiality" is to protect Dundas' ability to limit the use of the data and the Software generally to licensees, and to prevent use of Confidential Information concerning the Software by other developers or vendors of software.

6a. RIGHTS TO IDEAS AND MATERIALS PROVIDED TO DUNDAS OR POSTED AT ANY DUNDAS WEB SITE: You grant Dundas, its affiliated companies and necessary sub-licensees and its licensors and suppliers permission to use and a grant of a worldwide, non-terminable, royalty-free, fully assignable and transferable right and license in perpetuity to use materials you provide to Dundas (including feedback and suggestions) or post, upload, input or submit ("Post") to Dundas or to any services for review by the general public, or for review by the members of any public or private community (a "Submission" or collectively "Submissions") for all purposes of Dundas, including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to use the ideas, concepts, methods, designs, code you have Posted for evaluation and testing and for use, deployment, sub-licensing or other exploitation, and/or integration into a Dundas product or service for evaluation, testing, use, deployment, sub-licensing and other exploitation; to publish your name in connection with your Submission; and the right to sublicense all such rights. You confirm that you will own or otherwise control all of the rights to your Submission including, without limitation, all the rights necessary for you to provide, post, upload, input or submit your Submissions.

DUNDAS OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN DUNDAS' PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO DUNDAS. SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO DUNDAS OR ANYONE AT DUNDAS. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT DUNDAS MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY. RATHER, YOU HEREBY GRANT TO DUNDAS A WORLDWIDE, NON-TERMINABLE, ROYALTY FREE RIGHT AND LICENSE TO USE AND EXPLOIT SUCH IDEAS AND MATERIALS AS STATED HEREIN IN PERPETUITY.

6b. TRANSFER OF "BUG FIXES": If you identify problems with the usability, operability, or interoperability of the Software, you may deliver or suggest "bug fixes" for Dundas' source code for Dundas' consideration. Dundas shall have the absolute right to incorporate all such "bug fixes" accepted by Dundas into Dundas products and services for all purposes, without any payment or other compensation to you. All right, title and interest to any submitted "bug fixes", whether accepted or not, shall transfer to Dundas at no cost to Dundas.

7. OTHER RESTRICTIONS: The Software may not be separated into components for use by more than one user. You may not use the Software in a production or commercial capacity as an end user, or redistribute the Software. This license may not be transferred or assigned to anyone without the prior written consent of Dundas. Any authorized transferee of the Software shall be bound by the terms and conditions of this Agreement.

8. SUPPORT POLICY: Dundas does not provide any support or maintenance services in respect of the Software.

9. TERMINATION: This Agreement is effective until terminated. Dundas may terminate this Agreement upon issuance of written notice to you: (i) due to an intellectual property infringement claim relating to the Software in the event that Dundas is unable to remedy the infringement by providing a work-around or by obtaining the required license rights; (ii) in accordance with applicable law, including a court order; or (iii) due to your breach of any term of this Agreement. Upon termination, you shall destroy or return the Documentation and the Software. Sections 4, 5, 6, 6a, 6b, 10, 12 and 16 of this Agreement shall survive the termination of this Agreement for any reason.

10. LIMITED WARRANTY: THE SOFTWARE AND ACCOMPANYING DOCUMENTATION (INCLUDING INSTRUCTIONS FOR USE) ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND.

DUNDAS DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU.

Dundas does not warrant that the Software will meet your requirements, that operation of the Software will be uninterrupted or error-free. Dundas is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software nor for problems in the interaction of the Software with non-Dundas software.

DUNDAS AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DUNDAS, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL CREATE NEW WARRANTIES.

NEITHER DUNDAS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, DUNDAS' LICENSORS AND SUPPLIERS) SHALL BE LIABLE UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT OR TORT OR PRODUCTS LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS LOSSES, BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF GOODWILL, AND ANY OF THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY OTHER CLAIM BY ANY PARTY EVEN IF DUNDAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE SOFTWARE IS LICENSED TO YOU AT NO CHARGE ON THE CONDITION THAT, IF THE SOFTWARE FAILS TO PERFORM OR OTHERWISE MALFUNCTIONS FOR ANY REASON, CAUSES THE LOSS OF DATA OR TEMPORARY OR PERMANENT LOSS OF FUNCTIONALITY ON THE COMPUTER OR SERVER WHERE IT IS INSTALLED, YOU ACKNOWLEDGE THAT DUNDAS HAS NO LIABILITY FOR ANY LOSSES OR DAMAGE THAT YOU MAY INCUR WHATSOEVER. YOU AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. YOU ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, FEES WOULD BE CHARGED FOR THE SOFTWARE.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. In that event, any implied warranties are limited in duration to ninety (90) days from the date of delivery of the Software. This warranty gives you specific legal rights. You may have other rights which vary from state to state and province to province.

11. ACKNOWLEDGEMENT: You acknowledge having read and understood this Agreement, and agree to be bound by its terms and conditions. You agree that this Agreement is the complete and exclusive statement of agreement between the parties and supersede all proposals or prior agreements oral or written, and any other communications between the parties relating to the subject matter of this Agreement.

12. GENERAL: This Agreement ensures to the benefit of and is binding upon the parties, and their respective heirs, executors, administrators, legal personal representatives, successors, and duly authorized assigns. Dundas may assign this Agreement without your consent. You may not assign this Agreement without the prior written consent of Dundas. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and of Canada applicable thereto. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to the jurisdiction of the courts of the Province of Ontario as the exclusive jurisdiction for determination of all disputes and claims arising between the parties to this Agreement. If any provision of this Agreement is found to be unlawful, void or unenforceable, then that provision shall be severed from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions.

13. U.S. GOVERNMENT RESTRICTED RIGHTS: If this product is acquired under the terms of a DoD contract: Use, duplication or disclosure by the Government is subject to restrictions set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013. If this product is acquired under the terms of a Civilian agency contract: Use, reproduction or disclosure is subject to subdivisions (a)-(d) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19. Unpublished-rights reserved by DUNDAS DATA VISUALIZATION, INC., 250 Ferrand Drive, Suite 500, Toronto, Ontario, Canada, M3C 3G8, the contractor/manufacturer, under the copyright laws of the United States of America.

14. EXPORT CONTROLS: The Software is subject to U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. You represent that neither you nor any third party you give rights to under this Agreement has had export privileges suspended, revoked or denied by a U.S. government agency.

15. FOREIGN CORRUPT PRACTICES: Neither you, nor any of your employees or agents shall, directly or indirectly, pay, offer to pay or authorize the payment of anything of value to any government official, government employee, political party or political candidate anywhere in the world to obtain or retain business in connection with the use, sale or licensing of Software or otherwise to influence such an individual in his or her official capacity. You shall promptly notify Dundas if you learn that any such payment, offer, promise, or authorization has been made. Upon Dundas' request from time to time, you shall certify compliance with the foregoing.

16. THIRD PARTY LICENSORS AND SUPPLIERS: Each party agrees that Dundas' licensors and suppliers, together with their subsidiaries and affiliates are third party beneficiaries to this Agreement with the right to rely on and enforce its terms to their full extent, notwithstanding that such entities are not parties to this Agreement. The parties further agree not to take any actions that may prevent or otherwise impair any such licensor's or supplier's exercise of these rights. In no event shall Dundas' licensors and suppliers, together with their subsidiaries and affiliates have any liability for any damages, whether direct, indirect, incidental or consequential, as a result of the use or installation of the Software.

17. DUNDAS CUSTOMER CONTACT: You may contact DUNDAS by writing to: DUNDAS DATA VISUALIZATION, INC., 250 Ferrand Drive, Suite 500, Toronto, ON, Canada, M3C 3G8. For further information you are referred to www.dundas.com.