1.License
Licensor hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Software as set forth in this Agreement.
2. Restrictions
The Software is licensed on a per server basis. Licensee shall not modify, copy, duplicate, reproduce, license or sublicense the
Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent
of Licensor; provided that Licensee may make one copy of the Software for backup or archival purposes.
3. Fee
In consideration for the grant of the license and the use of the Software, Licensee agrees to pay Licensor the license fee published by
Licensor on the Website purchase page, at the time of purchase.
4. Warranty of Title
Licensor hereby represents and warrants to Licensee that Licensor is the owner of the Software or otherwise has the right to grant to
Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation
and warranty, Licensee's sole remedy shall be to require Licensor or to either: i) replace the Software or any part thereof that is in
breach with a new version of the Software that does not cause any breach, or ii) refund to Licensee the full amount of the license fee
upon the return of the Software and all copies thereof to Licensor, granted such refund is requested by Licensee within 90 (ninety) days
of the original purchase.
5. Warranty of Functionality
For a period of 1 (one) year following delivery of the Software to Licensee (the "Warranty Period"), Licensor warrants that
the Software shall perform in all material respects according to the Licensor's specifications concerning the Software when used with the
appropriate computer equipment. In the event of any breach or alleged breach of this warranty, Licensee shall promptly notify Licensor
through the available Website support offerings. Licensee's sole remedy shall be that Licensor correct the Software so that it operates
according to the warranty. This warranty shall not apply to the Software if modified or if used improperly or on an operating environment
not approved by Licensor, as stated on the Website download page.
6. Software Maintenance
A. Standard maintenance. During the Warranty Period, Licensor shall make available to Licensee
any new, corrected or enhanced version of the Software as created by Licensor. Such enhancement shall include all modifications
to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities
or functionality to the Software, but shall not include any substantially new or rewritten version of the Software, unless
otherwise stated.
B. Optional maintenance. After expiration of the Warranty Period, Licensee may continue to
receive maintenance support for successive twelve (12) month periods. The charge for such optional maintenance support shall be
Licensor's regular price for Software upgrades published by Licensor on the Website upgrade page. Licensee shall notify
Licensor by means of electronic order if it desires to receive optional maintenance. Licensor may elect to discontinue maintenance
at any time upon notice to Licensee, and refund of any then unearned maintenance fees.
7. Payment & Refunds
Payment of the license fee shall be made prior to delivery of the Software license key. Payment of any other amount owed by
Licensee to Licensor pursuant to this Agreement shall be paid within thirty (30) days following invoice from Licensor. Refunds are at
the sole discretion of the Licensor and when issued will only be issued if the Licensee makes their request within 30 (thirty) days
of the original purchase.
8. Taxes
In addition to all other amounts due hereunder, Licensee shall also pay to Licensor, or reimburse Licensor as appropriate, all amounts
due for property tax on the Software and for sales, use, excise taxes or other taxes which are measured directly by payments made by
Licensee to Licensor. In no event shall Licensee be obligated to pay any tax paid on the income of Licensor or paid for Licensor's
privilege of doing business.
9. Warranty Disclaimer
LICENSOR'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability
Licensor shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether
based on lost revenue or otherwise, regardless of whether Licensor was advised of the possibility of such losses in advance. In no event
shall Licensor's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim
is based on contract, tort, strict liability, product liability or otherwise.
11. Notice
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
If to Licensor:
Sanamato Inc.
38 Meadowlark Blvd
Wasaga Beach, Ontario, Canada
L9Z 3B2
If to Licensee:
Contact information on file
12. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the province of Ontario, in Canada.
13. No Assignment
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval
of Licensor.
14. Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.
15. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including
all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
16. Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
