END USER LICENSE AGREEMENT
Copyright © 2014 Cardinal Path inc.
This End User License Agreement (the "Agreement") is by
and between Cardinal PathInc., a corporation incorporated under the laws of Canada
("Cardinal Path") and you. The WASP software and any other software, data, services,
documentation, scripts, or local computer files included within,
accessed or otherwise obtained or made available in conjunction
with or through this package, including any upgrades, enhancements,
modifications, updates, revisions, and substitutions thereto are
collectively referred to as the "Software".YOU
AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, OR
OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT
INSTALL OR USE THE SOFTWARE.
1. Grant and Term of License.
Cardinal Path grants you a personal, non-exclusive, non-transferable,
royalty-free, and revocable right to install and use the Software
based upon the terms and conditions set forth in this
Agreement. The Software may be installed on any computers or
network servers under your control for your own non-commercial use
or benefit. This license shall continue in effect until
otherwise terminated by Cardinal Path or immediately upon any failure
by you to comply with the provisions set forth in this Agreement.
2. Ownership; Intellectual Property.
(i) The Software is the property of Cardinal Path and is
protected by copyrights, trademarks, service marks, international
treaties, and/or other proprietary rights and laws of Canada and
other countries. Cardinal Path owns all rights, title, and
interest in and to the Software, portions thereof and all
subsequent copies thereof regardless of the form or media, and of
the software and services provided through or in conjunction with
the Software, including without limitation all Intellectual
Property Rights. "Intellectual Property Rights"
means any and all rights existing from time to time under patent
law, copyright law, trade secret law, trademark law, unfair
competition law, and any and all other proprietary rights, and any
and all applications, renewals, extensions and restorations
thereof, now or hereafter in force and effect worldwide.
(ii) This Agreement grants you no right, title, or interest
in any intellectual property owned or licensed by Cardinal Path,
including (but not limited to) the Software and Cardinal Path’s
trademarks, and creates no direct relationship between you and
Cardinal Path other than that of licensor to licensee under this
Agreement. You agree to abide by all applicable laws and
other laws, as well as any additional copyright notices or
restrictions contained in this Agreement and in the Software source
(iii) You grant Cardinal Path permission to use and incorporate
into the Software your ideas or comments without further
compensation. All rights to patents, copyrights, trademarks
and trade secrets in the Software or any modifications to it shall
be and remain with Cardinal Path. All rights not expressly
granted pursuant to this Agreement are reserved by Cardinal Path.
(i) Except as otherwise expressly provided by this Agreement,
the Software may not be copied, reproduced, translated or reduced
to any electronic medium or machine-readable form.
(ii) The Software is made available to you for your
non-commercial use only. You may use it at work or at home, but you
may not sell, lease, loan, sublicense, derive income from, or
exploit the Software or any use or provision of the Software (or
access thereto) or any of its parts or any information or services
associated with or derived from the Software for any commercial
purpose, whether for direct commercial or monetary gain or
(iii) You may not use, disclose, modify, reproduce or
distribute the Software except as expressly permitted in this
(iv) Except to the extent that restrictions on these
activities may be prohibited under applicable law, you may not
modify, alter, adapt, translate, reverse engineer, decompile,
disassemble or create derivative works based on the Software or any
portion thereof, or otherwise attempt to derive source code from
(v) You may not alter, remove, erase or otherwise obscure
any copyright notices, trademarks, or other proprietary rights or
notices, labels, or marks affixed to or contained within or
accessed in conjunction with or through the Software.
(vi) You may not redirect, emulate, or alter the network
communication links, URLs or protocols used by the Software for
communicating with Cardinal Path’s services for any
purpose or by any techniques now known or hereafter developed.
(vii) You may not use the Software in any manner that could
damage, disable, overburden, or impair Cardinal Path's services.
(viii) You may not use the Software in any manner that could
interfere with any other party's use of the Software or its
(ix) You may not use any feature of the Software in any
the Software following the posting of any such changes shall
4. Anonymous data collection.
To improve the usefulness of the Software, Cardinal Path measures and analyzes non-identifying, aggregate usage, and volume statistical information from
users in order to constantly improve the quality of the service and features of
Information gathered may include, but is not limited to, the following: the domain and page
name of the Web Site you are viewing; and the tools found on
visited Web Sites. Cardinal Path reserves the right to publish anonymous, aggregate summary information regarding the
Software users for promotional purposes and as a representative audience for advertisers. Please note that this is not personal information, only general summaries of
the usage of the Software.
The collection of anonymous information is done through Google Analytics
be turned off from the Options menu in the Software.
5. Support and Services.
Cardinal Path may elect to provide you with support and/or software
upgrades, enhancements, or modifications (collectively,
"Support") for the Software, in its sole discretion, and
may terminate such Support at any time without any notice to you.
Cardinal Path may, at its sole discretion, change, suspend, or discontinue any aspect of the
Software or related services at any time, including the
availability of any Software feature, database, or content.
Cardinal Path may also, at its sole discetion, impose limits on certain features and services
or restrict your access to parts or all of the Software or services
without any notice or liability.
6. Disclaimer of Warranties.
THE SOFTWARE AND ANY RELATED DATA OR SERVICES ARE PROVIDED "AS
IS," WITH NO WARRANTIES WHATSOEVER. Cardinal Path EXPRESSLY
DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO AND WITHOUT
LIMITATION, THE SECURITY, RELIABILITY, TIMELINESS, PERFORMANCE,
ACCURACY, COMPLETENESS, OR ADEQUACY OF THE SOFTWARE OR ANY DATA
ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, SATISFACTORY QUALITY, QUIET PERFORMANCE, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Cardinal Path
MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE,
INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR
DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT
DEFECTS. YOU EXPRESSLY ACKNOWLEDGE AND
AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND
RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF
DATA THAT RESULTS FROM THE USE OF THE SOFTWARE AND ANY RELATED DATA
OR SERVICE. THE ENTIRE RISK AS TO THE QUALITY, USE AND
PERFORMANCE OF THE SOFTWARE IS WITH YOU. Cardinal Path MAKES NO
REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SOFTWARE IS FREE OF
INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK
DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR
COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR
DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE,
DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR
EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
7. Limitation of Liability.
Cardinal Path SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR ANY
THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, FOR ANY LOSS OR DAMAGE (INCLUDING LOSS OR
DAMAGE INCURRED FROM THIRD PARTIES), ARISING OUT OF OR RELATED TO
THE SOFTWARE OR ANY DATA ACCESSED THROUGH THE SOFTWARE.
INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, EXEMPLARY,
PUNITIVE, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, DAMAGES FOR
ANY LOSS OF PROFIT OR REVENUE, INJURY TO PERSON OR PROPERTY,
BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OR PERSONAL INFORMATION,
EVEN IF Cardinal Path IS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE
FULLEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify and hold harmless Cardinal Path and its
officers, directors, shareholders, employees, independent
contractors, agents, representatives and affiliates from and
against all claims and expenses, including, but not limited to,
attorneys' fees and costs, made by any third party arising out
of, or attributable to (i) your breach or violation this Agreement,
(ii) your access or use of the Software, and/or (iii) your
violation of applicable laws or your violation of any rights of
another person or entity. Such indemnification obligations
shall survive the termination of the license provided by this
9. Severability; No General Waiver.
If any provision of this Agreement is contrary to, prohibited by or
deemed invalid under applicable law or regulation, such provision
shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder of this Agreement shall
not be invalidated thereby and shall be given full force and effect
so far as possible. If any provision of this Agreement may be
construed in two or more ways, one of which would render the
provision invalid or otherwise voidable or unenforceable and
another of which would render the provision valid and enforceable,
such provision shall have the meaning which renders it valid and
enforceable. The failure of Cardinal Path to exercise or enforce
any right or provision of this Agreement shall not constitute a
waiver of such right or provision.
10. Cardinal Path's Remedies.
Cardinal Path may be irreparably damaged if this Agreement is not
specifically enforced, and damages at law would be an inadequate
remedy. Therefore, in the event of a breach or threatened breach of
any provision of this Agreement by you, Cardinal Path shall be
entitled, in addition to all rights and remedies, to an injunction
restraining such breach or threatened breach, without being
required to show any actual damage or to post an injunction bond,
and/or to a decree for specific performance of the provisions of
11. Governing Law; Jurisdiction; Arbitration.
This Agreement is to be governed and construed in accordance with
the internal laws of the province of Quebec, without regard for
principles of conflicts of laws. Any civil action, claim,
dispute or proceeding arising out of or relating to this Agreement,
except for an injunctive action regarding a breach or threatened
breach of any provision of this Agreement by you, shall be referred
to final and binding arbitration, before a single arbitrator, under
the applicable commercial arbitration rules. Judgment upon any award rendered by the
arbitrator shall be final, binding and conclusive upon you and Cardinal Path and your and
Cardinal Path's respective administrators,
executors, legal representatives, successors and assigns, and may
be entered in any court of competent jurisdiction.
The headings contained in this Agreement are for convenience of
reference only, are not to be considered a part of this Agreement,
and shall not limit or otherwise affect in any way the meaning or
interpretation of this Agreement.
13. Entire Agreement.
This Agreement represents the entire understanding and agreement
between you and Cardinal Path with respect to its subject matter, and
supersedes all other negotiations, understandings and
representations (if any), made by and between you and
Cardinal Path. Any waiver of any provision of this Agreement will
be effective only if in writing and signed by Cardinal Path.
Furthermore, some of the features of the Software are designed to
be used in conjunction with Cardinal Path's online
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