Miracle Service distribution permissions and end-user license agreement

NEXENT END-USER LICENSE AGREEMENT - MIRACLE SERVICE - PLEASE READ CAREFULLY ALL THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT. BY CLICKING "I Agree", YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. This Agreement is between you, the entity installing the Product (the "Licensee"), and Nexent Innovations (2087 Dundas St. E, Unit 204, Mississauga, Ontario, Canada L4X 2V7) ("Nexent"), for the software product provided (The "Product"). The Product may include "Server Software" which provides services or functionality on your server (specifically Miracle Service) and associated media, printed materials, and "on-line" or electronic documentation. By installing, copying, downloading, accessing or otherwise using the Product, you agree to be bound by the terms of this End User License Agreement. The Product is licensed, not sold. 1. License: (a) Nexent hereby grants to the Licensee a non-exclusive, non-transferable license, (the "License") to use the object code of the Product and any accompanying documentation (the "Documentation"), only on its own systems, and only for the purpose of conducting the Licensee's business, and only for: (i) one company database, (ii) the number of concurrent users listed on your purchase invoice, and (iii) only for the term contained in this agreement. (b) The Licensee may not: i. reproduce the Product (except for one back-up copy); ii. use the Product except as authorized herein; iii. assign, sublicense, pledge, sell, lease, rent, or otherwise transfer or share its rights under this Agreement; or iv. use the Product to process data for other parties. 2. Support: Support for this Product is provided under a separate agreement with the Licensee. Nexent may add, enhance, and remove features from the Product at any time. Updates are available only from Nexent's website. To use a Product identified as an upgrade, you must first be licensed for the Product identified as eligible for the upgrade. 3. Confidential Information: Confidential Information is all information of Nexent that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to technology, customers and customer information, and other business affairs of Nexent), that is disclosed by Nexent to the Licensee or that is otherwise learned by the Licensee in the course of its discussions or business dealings with, or its physical or electronic access to the premises of Nexent, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and/or confidential. The Licensee shall use Confidential Information only for the purposes contemplated by this Agreement, shall disclose Confidential Information only to those employees who have a need to know such information, and may not disclose Confidential Information to any third party. 4. Intellectual Property: The Product is protected by copyright and patent laws, international copyright and patent treaties, as well as other intellectual property laws and treaties. All patent, copyright, trademark, trade secret, source code, Internet domain, and other intellectual and intangible property rights relating to the Product or the business of Nexent in general, including all registrations and applications therefore are the sole and exclusive property of Nexent. The Licensee may not reverse engineer, decompile, disassemble, or create derivative works from the Product or modify the Product in any way, or attempt to do so. If the Licensee makes any unauthorized use of any intellectual property or rights that belong to Nexent it may result in irreparable harm, lost sales or goodwill, or a negative image to Nexent or its products which cannot be adequately compensated for by damages. Nexent shall be entitled to injunctive relief to the extent that such damage is caused by the Licensee, or those for whom in law it is responsible. 5. License Term: (a) This license is perpetual unless earlier terminated pursuant to its terms (b) Nexent may immediately terminate this license without notice upon the occurrence of any of the following events: i. Licensee fails to comply with any provision of this Agreement; ii. Licensee attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the consent of Nexent; iii. Licensee files an assignment in bankruptcy or is or becomes bankrupt and/or insolvent, upon the appointment of a receiver for all or substantially all of the property or assets of the Licensee, upon the making of any assignment or attempted assignment for the benefit of creditors or on the institution by Licensee of any act or proceeding for the winding up of its business; iv. Licensee utilizes the Product for any use not provided for in this Agreement; or v. Licensee fails to pay the required license fees applicable to this agreement within 30 days of the due date. Upon termination, Licensee agrees to destroy all copies of the Product and to return all documentation to Nexent. 6. Interpretation: Each paragraph and provision of this Agreement is severable, and if one or more paragraphs or provisions are declared invalid, the remaining provisions of this Agreement will remain in full force and effect. Time shall be of the essence in this Agreement. 7. Export Law: The Product may be subject to restrictions and controls imposed under Canadian, U.S. or international exportation laws. The Licensee may not acquire, ship, transfer, or export, directly, or indirectly, in whole or in part, into any county prohibited under such laws. 8. Limited Warranty: Nexent warrants that the Product will perform substantially in accordance with the Documentation. This limited warranty and any implied warranties or conditions on the Product are limited to thirty (30) days from the date of receipt of the Product. Nexent's entire liability and your exclusive remedy shall be to repair or update the Product that does not meet this Limited Warranty. Any updated software will be warranted for the remainder of the original limited warranty period or thirty (30) days, whichever is longer. After the limited warranty period expires, the Licensee will be eligible to receive Product upgrades pursuant to a separate Support Agreement (see Item 2 of this agreement) IN NO EVENT WILL NEXENT OR ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE TO THE LICENSEE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OPERATION OF LAW OR OTHERWISE) FOR ANY MATTER INCLUDING WITHOUT LIMITATION: (A) THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE PRODUCT; (B) ANY DELAYS, ERRORS, OMISSIONS, OR OTHER INACCURACIES IN ANY CONTENT OR ANY DATA TRANSMITTED USING THE PRODUCT; (C) THE RELIABILITY OR ANY FAILURE OF THIRD PARTY COMMUNICATIONS SYSTEMS, INCLUDING THE INTERNET AND WIRED AND WIRELESS NETWORKS TO OPERATE; (D) ANY UNINTENDED OR UNAUTHORIZED ACCESS, ALTERATION, THEFT, CORRUPTION OR DESTRUCTION OF FILES, DATA, TRANSMISSION FACILITIES OR EQUIPMENT (WHETHER BY NEXENT OR THIRD PARTIES); OR (E) ANY USE OF THE PRODUCT FOR ILLEGAL, IMPROPER OR UNACCEPTABLE PRACTICES. IN ALL CIRCUMSTANCES, THE MAXIMUM AMOUNT THAT NEXENT OR ITS SUPPLIERS OR DISTRIBUTORS MAY BE HELD LIABLE FOR, FOR ANY REASON WHATSOEVER IS THE PRICE PAID BY THE LICENSEE FOR THE PRODUCT ONLY. The parties acknowledge that Nexent has set its prices and entered into this Agreement in reliance on the limitations of liability and disclaimers of warranties and damages set forth herein, and that the same form a fundamental and essential basis of the agreement between the parties. They shall apply even if this Agreement is found to have failed in its fundamental or essential purpose or been fundamentally breached. 9.Waiver: Waiver of any default or breach of this Agreement shall not be construed as a waiver of either a subsequent or continuing default. Termination of this Agreement shall not affect a party's liability by reason of any act, default, or occurrence prior to such termination, nor shall it preclude the non-defaulting party from exercising or pursuing any other right or remedy as may be available to it at law or in equity, including a suit for damages or specific performance 10.Prior Agreement: This Agreement, along with any Nexent prepared form of purchase order or order confirmation relating to the Product, contains the complete and exclusive statement of the Agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this Agreement is binding on either party. This Agreement cannot be amended or modified, other than by a change made in writing, dated and executed by the parties. 11. Governing Law: This Agreement shall be interpreted in accordance with and governed by the laws of the Province of Ontario, Canada, excluding conflicts of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby submit to the non-exclusive jurisdiction of the courts of Ontario, and the Federal Court of Canada. Any actions against Nexent must be commenced in the courts of Ontario or the Federal Court of Canada.

The Distributor shall arrange for all parties who acquire the software, whether as a Dealer or End-User, to enter into all required license agreements relating to the Product, as determined by Nexent, prior to payment, and/or receipt of product. Distributor shall retain the right to add such provisions to Nexent agreements as shall be required by themselves, provided such additions do not infringe on or alter Distributor's rights or obligations, or Nexent's property rights and warranties. The Distributor shall communicate directly to the Licensor the name of all Dealers and End-Users, their address and telephone number and any other information as may be requested from time to time by Nexent. All software licenses to End-Users are non-transferable, to any other legal entity or party. The Distributor shall maintain a log of the number and location of all copies of the Product as have been distributed by it. The Distributor shall not knowingly permit anyone outside the employ of the Distributor or Dealer to have access to, or copy the Product or related materials. The Distributor shall not make copies of the computer programs or related materials other than those specifically authorized to be made under this Agreement. Nexent shall have the right to request retail prices and revenues received for distribution of the software programs and related materials, and for maintenance and support services; such right shall include the right to receive copies of all Nexent related agreements entered into with End-Users. Nexent or its representatives may, on reasonable notice, inspect the records of the Distributor to determine their accuracy. The Distributor acknowledges that the granting of this License does not grant any ownership or security, right, title or interest in any industrial or intellectual property right relating to the computer programs. The License granted herein is non-transferable to any other person or legal entity.

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