iStopCloud License

Non-Commercial Version License Agreement for iStopCloud
Metadata Consulting 2014
iStopCloud License Agreement

iStopCloud (“iSC”) IS WILLING TO
LICENSE THE iStopCloud AND ACCOMPANYING DOCUMENTATION (COLLECTIVELY, “SOFTWARE”)
UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS
NON-COMMERCIAL VERSION LICENSE AGREEMENT (“AGREEMENT”).
PLEASE READ THESE TERMS CAREFULLY BEFORE INSTALLING OR
USING THE SOFTWARE. BY INSTALLING OR USING THE SOFTWARE,
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, iSC IS UNWILLING TO LICENSE THE SOFTWARE
TO YOU (“YOU”), AND YOU SHOULD NOT INSTALL OR USE THE
SOFTWARE.

COMMERCIAL VERSION LICENSE

To qualify for a Commercial Version License, You must:
(1) use the Software solely on a system under Microsoft Windows (whether for
commercial or non-commercial use), or (2) use the Software
for commercial or non-commercial purposes as defined herein and be a Non-
Commercial Entity or Commercial Entity as defined herein, or (3) be an
University User as defined herein.

The term “Non-Commercial Entity” is limited to the
following: university or other educational institutions
(such as pre-schools, elementary schools, middle or junior
high schools, high schools, and community or junior
colleges), non-profit organizations (such as public
libraries, charities, and other organizations created for
the promotion of social welfare), “University Users”, and
other individual users who use the Software for personal
use (such as connecting to an Internet Service Provider for
personal use, hobby, recreational, or educational
purposes). The term “University Users” is limited to
students, faculty members, researchers, not administrators,
not support staff, and not employees of a university when acting in
this capacity. If You qualify for a Non-Commercial Version License, You may use
the Software free of charge. iSC reserves the right to
further clarify the terms Non-Commercial Entity, University
Users at its sole determination.

The term “Commercial Entity” is limited to the
following:

(1) use at or for a commercial enterprise;
(2) use for financial gain, personal or otherwise;
(3) use by government agencies;
(4) use by a telecommunication or Internet service
provider company;
(5) use at home or while traveling for work for which You
will be paid;
(6) use in connection with administering a commercial web
site;
(7) use in connection with the provision of professional
service for which You are compensated (including paid
system administration);
(8) bundling or integrating the Software with any hardware
product or another software product for commercial.

If You do not qualify for a Non-Commercial Version
License, then You should discontinue the downloading or
installation process and purchase a Commercial Use License.

GRANT OF LICENSE

Provided that you qualify for a Non-Commercial or Commercial Version
License as specified above, and subject to the terms and
conditions contained herein, iSC hereby grants You, an end
user, a personal, non-transferable, non-exclusive, non-
sublicensable license to install and use the Software, for
a charge, for non-commercial or commercial purposes only. In
addition, subject to the terms and conditions contained
herein and provided that You meet the requirement specified
above for an Non-Commercial or Commercial Version License, iSC hereby
grants to You, an end user, a non-transferable, non-
exclusive, non-sublicensable license, free of charge, to
(1) NOT modify and NOT make derivative works (such as software
patches, bug fixes, or the creation of additional features)
to the Software, (2) to NOT make copies of the Software as
necessary to make such modifications and derivative works,
all for non-commercial or commercial purposes only.

In case You have multiple users for the Software within
your Non-Commercial or Commercial Entity You may obtain an academic/bulk site
license from iSC at http://metadataconsulting.ca

For the avoidance of doubt, the following are considered
examples of commercial uses of the Software:

(1) use at or for a commercial enterprise;
(2) use for financial gain, personal or otherwise;
(3) use by government agencies;
(4) use by a telecommunication or Internet service
provider company;
(5) use at home or while traveling for work for which You
will be paid;
(6) use in connection with administering a commercial web
site;
(7) use in connection with the provision of professional
service for which You are compensated (including paid
system administration);
(8) bundling or integrating the Software with any hardware
product or another software product for commercial.

iSC and/or its licensors reserve all rights not expressly
granted to You herein. This license is not a sale of the
Software or any copy of the Software. The Software contains
valuable trade secrets of iSC and its licensors. All
worldwide ownership of and all rights, titles and interests
in and to the Software, and all copies and portions of the
Software, including without limitation, all intellectual
property rights therein and thereto, are and will remain
exclusively with iSC. The Software is protected, among
other ways, by the copyright laws of the United States and
international copyright treaties. All rights not expressly
granted herein are retained by iSC and its licensors.

USE RESTRICTIONS

You may not:

(i) use the Software, except under the terms listed above;

(ii) modify, translate, reverse engineer, decompile,
disassemble or otherwise attempt to reconstruct or discover
the source code from the binaries of the Software, except
to the extent applicable laws specifically prohibit such
restriction and except that You may create patches, bug
fixes or additional features and bundle or distribute the
Software with certain operation systems as specified above;

(iii) create derivative works based on the Software (e.g.
incorporating the Software in a commercial product or
service without a proper license), except that You may
create patches, bug fixes and additional features and
bundle or distribute the Software with certain operating
systems as specified above;

(iv) copy the Software (except for making modifications
and derivative works for non-commercial purposes as
specified above);

(v) rent, lease, sublicense, convey, distribute or
otherwise transfer rights to the Software;

(vi) remove any product identification, copyright,
proprietary notices or labels from the Software; or

(vii) use any iSC trademarks in any manner other than
their presence within Your copy of the Software without
written permission of iSC.

Any and all copies made by You as permitted hereunder must
contain all of the original Software’s copyright, trademark
and other proprietary notices and marks.

MAINTENANCE, SUPPORT AND UPDATES

iSC is under no obligation to maintain or support or
update the Software in any way, or to provide updates or
error corrections
CONFIDENTIALITY

The Software and any license authorization codes are
confidential and proprietary information of iSC. You agree
to take adequate steps to protect the Software and any
license authorization codes, if any, from unauthorized
disclosure or use. You agree that You will not disclose the
Software, in source code or object code form, to any third
party, except as otherwise provided herein.

WARRANTY

iSC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY
INTELLECTUAL PROPERTY RIGHTS, AND ANY WARRANTY THAT MAY
ARISE BY REASON OF TRADE USAGE, CUSTOM, OR COURSE OF
DEALING. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE
THAT THE SOFTWARE IS PROVIDED “AS IS” AND THAT iSC DOES NOT
WARRANT THAT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR
FREE NOR THAT THE SOFTWARE WILL OPERATE WITH HARDWARE
AND/OR SOFTWARE NOT PROVIDED BY iSC. THIS DISCLAIMER OF
WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU,
AND YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM PROVINCE TO
PROVINCE.

LIMITED LIABILITY

THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE
SOFTWARE IS ASSUMED BY YOU. UNDER NO CIRCUMSTANCES WILL iSC
OR ITS LICENSORS BE LIABLE FOR ANY DIRECT OR SPECIAL,
INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF
ANY KIND OR NATURE WHATSOEVER, WHETHER BASED ON CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THE
SOFTWARE OR THIS AGREEMENT, EVEN IF iSC OR ITS LICENSORS
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF
SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT. SUCH
LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO,
DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS OF DATA OR
SOFTWARE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR
IMPAIRMENT OF OTHER GOODS. IN NO EVENT WILL iSC OR ITS
LICENSORS BE LIABLE FOR THE COSTS OF PROCUREMENT OF
SUBSTITUTE SOFTWARE OR SERVICES. IN ADDITION, IN NO EVENT
WILL THE TOTAL LIABILITY OF iSC IN CONNECTION WITH THIS
AGREEMENT OR THE SOFTWARE EXCEED THE ACTUAL AMOUNT PAID TO
iSC, IF ANY, FOR THE SOFTWARE GIVING RISE TO THE CLAIM. YOU
ACKNOWLEDGE THAT THIS SOFTWARE IS NOT DESIGNED OR LICENSED
FOR USE IN ON-LINE EQUIPMENT IN HAZARDOUS ENVIRONMENTS SUCH
AS OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR
CONTROL, OR LIFE-CRITICAL APPLICATIONS. iSC EXPRESSLY
DISCLAIMS ANY LIABILITY RESULTING FROM USE OF THE SOFTWARE
IN ANY SUCH ON-LINE EQUIPMENT IN HAZARDOUS ENVIRONMENTS AND
ACCEPTS NO LIABILITY IN RESPECT OF ANY ACTIONS OR CLAIMS
BASED ON THE USE OF THE SOFTWARE IN ANY SUCH ON-LINE
EQUIPMENT IN HAZARDOUS ENVIRONMENTS BY YOU. FOR PURPOSES OF
THIS PARAGRAPH, THE TERM “LIFE-CRITICAL APPLICATION” MEANS
AN APPLICATION IN WHICH THE FUNCTIONING OR MALFUNCTIONING
OF THE SOFTWARE MAY RESULT DIRECTLY OR INDIRECTLY IN
PHYSICAL INJURY OR LOSS OF HUMAN LIFE.

TERMINATION

This Agreement will terminate immediately and
automatically without notice if You breach any provision in
this Agreement. Upon termination You will remove all copies
of the Software or any part of the Software from any and
all computer storage devices and destroy the Software. At
iSC’s request, You or your authorized signatory, will
certify in writing to iSC that all complete and partial
copies of the Software have been destroyed and that none
remain in your possession or under your control. The
provisions of this Agreement, except for the license grant
and warranty, will survive termination.

EXPORT LAW

You acknowledge and agree that the Software may be subject
to restrictions and controls imposed by the Canada’s Export and Import Permits Act
(the “Act”) and the regulations thereunder. You agree and certify that neither the Software
nor any direct product thereof is being or will be
acquired, shipped, transferred, or re-exported, directly or
indirectly, into any country, except pursuant to an export
control license under the Act and the regulations
thereunder, or will be used for any purpose prohibited by
the same. By using the Software, You are acknowledging and
agreeing to the foregoing, and You are representing and
warranting that You will comply with all of the Canadian
and other applicable country laws and regulations
when either exporting or re-exporting or importing the
Software or any underlying information technology. Further,
You represent and warrant that You are not a national of
Afghanistan, Belarus, Burma (Myanmar), Côte d’Ivoire, Cuba, Democratic People’s Republic of Korea, Eritrea, Guinea, Iran, Iraq, Lebanon, Liberia, Libya, Pakistan, Sierra Leone, Syria, Sudan or Zimbabwe.
Please refer to General Export Permit No. 45 — Cryptography for the Development or Production of a Product (http://laws-lois.justice.gc.ca/eng/regulations/SOR-2012-160/page-1.html)

GOVERNING LAW

This Agreement is governed by the laws of the Province of Ontario
without regard to conflict of laws rules and principles.

MISCELLANEOUS

If any provision hereof shall be held illegal, invalid or
unenforceable, in whole or in part, such provision shall be
modified to the minimum extent necessary to make it legal,
valid and enforceable, and the legality, validity and
enforceability of all other provisions of this Agreement
shall not be affected thereby. No delay or failure by
either party to exercise or enforce at any time any right
or provision hereof shall be considered a waiver thereof or
of such party’s right thereafter to exercise or enforce
each and every right and provision of this Agreement. This
Agreement will bind and inure to the benefit of each
party’s permitted successors and assigns. You may not
assign this Agreement in whole or in part, without iSC’s
prior written consent. Any attempt to assign this Agreement
without such consent will be null and void. This Agreement
is the complete and exclusive statement between You and iSC
relating to the subject matter hereof and supersedes all
prior oral and written and all contemporaneous oral
negotiations, commitments and understandings of the
parties, if any. In the case of any conflict between the
terms of this Agreement and the provisions of any purchase
order for the Software, the terms of this Agreement shall
control.


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