THIS LICENSE AGREEMENT (THE "AGREEMENT") IS A BINDING AGREEMENT WITH COPERNIC TECHNOLOGIES INC. ("COPERNIC"). Read this Agreement before installing or using the Copernic Desktop Search software. When you install or use Copernic Desktop Search, you acknowledge that you have read the Agreement and understand it, and agree to be bound by the terms of this Agreement. If you act on behalf of a company or other entity, you warrant that you are duly authorized to enter into this Agreement on behalf of this company or other entity. If you did not obtain this copy of Copernic Desktop Search legally, immediately delete the Software from your system and destroy any copies. If you do not accept the terms and conditions of this Agreement do not install or use the Software.
THE RIGHT TO USE THE SOFTWARE IS GRANTED ONLY UPON THE CONDITION THAT YOU AGREE TO THE TERMS AND CONDITIONS BELOW.
DEFINITIONS
In this Agreement, "Copernic" means Copernic Technologies, Inc.; "Agreement" means this License Agreement, including any other document incorporated herein by reference, namely the Software Privacy Policy; "Licensee" refers to a person (whether an individual or an entity) that has been duly granted a license for the use of the Software or such person's duly authorized user of the Software; "Software" means the Copernic Desktop Search software and proprietary plug-ins that may be added by the Licensee in binary executable form only, including technology and utility software licensed to Copernic from the developers and owners thereof, together with all accompanying Software Documentation; "Software Privacy Policy" means the Software Privacy Policy applicable to Copernic software including Copernic Desktop Search; "Software Documentation" refers to the Software user guide of the Software.
1. LICENSE
1.1. Subject to the terms and conditions of this Agreement, Copernic grants the Licensee, a free, non-exclusive, non-transferable, limited, personal license, to use on a single work station an authorized copy of the Software, solely in conjunction with the permitted use in accordance with this Agreement and the Software Documentation. The license granted to the Licensee pertaining to the Software may not be sublicensed to, commercially distributed or shared with any other party without the prior written consent of Copernic. This Agreement does not grant the Licensee any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, functions or licenses in respect of the Software.
1.2. The Licensee may make one copy of the Software, when the Software is available as an EXE file, exclusively for backup purposes where the Licensee's system is inoperative. The Licensee must obtain Copernic's prior written approval to make any additional copies.
1.3. Copernic, at its sole discretion, may provide updates or upgrades of the Software and the Software Documentation.
2. OWNERSHIP AND RESTRICTIONS
2.1. The Software contains proprietary and copyrighted material and, in its humanly readable form, contains trade secrets and proprietary information owned by, or licensed to, Copernic. Title to, and ownership of, the Software and the Software Documentation and all intellectual property rights in the Software and the Software Documentation are, and shall remain, the sole property of Copernic and/or its licensors.
2.2. However, copyrights on found, processed or retrieved documents, excerpts, abstracts and summaries of texts produced using the Software remain the exclusive property of the holder of copyrights on the original content found, processed or retrieved by the Software. Thus, neither Copernic nor the Licensee or user of the Software may claim copyrights on a found, processed or retrieved document, abstract or summary (or the contents thereof) resulting from the use of the Software, and no right is granted to either party as a result of the use of the Software.
2.3. The Licensee is prohibited from: (a) using, downloading or otherwise transmitting the Software to a location other than as authorized in the Agreement; (b) using the Software to provide service bureau, timesharing services, or shared processing services unless otherwise permitted in the Agreement; (c) permitting the use of the Software or Software Documentation by unauthorized persons; (d) exporting the Software or Software Documentation into any country that does not have copyright laws that will protect the copyright of Copernic and any third party software vendors from whom its licensing rights derive; (e) removing, altering, covering or obscuring any confidentiality, trade secret, proprietary or copyright notices, trade-marks or other proprietary or identifying marks or designs, or designations from any component of the Software, the Software Documentation and delivery media; (f) translating, adapting, modifying, decompiling, reverse engineering, creating derivative works from, disassembling, unlocking, copying or recreating any component of the Software; (g) combining any portion of the Software with any other software, source codes, data, databases or technologies without the express written permission of Copernic; or (h) pledging, mortgaging, hypothecating, encumbering or offering as security in any manner the Agreement, any of the rights granted thereunder or any part of the Software, the Software Documentation, or components thereof. Copernic reserves all rights not expressly granted in this Agreement. Each of the terms and conditions of this Agreement is material to the Agreement and failure of Licensee to comply with any of these terms and conditions will constitute sufficient cause for termination of the Agreement.
3. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
3.1. ALL SOFTWARE, SOFTWARE DOCUMENTATION AND INFORMATION PROVIDED TO LICENSEE PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS, WITH ALL FAULTS". COPERNIC DOES NOT PROVIDE ANY WARRANTIES WHATSOEVER, INCLUDING THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM, OR THAT THE SOFTWARE, SOFTWARE DOCUMENTATION, INFORMATION, OR OTHER MATERIALS SUPPLIED PURSUANT TO THIS SUB-SECTION 3.1 WILL FULFILL ANY OF LICENSEE'S PARTICULAR PURPOSES OR NEEDS. COPERNIC SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED. IN NO EVENT WILL COPERNIC OR ANY THIRD PARTY FROM OR TO WHOM COPERNIC HAS OBTAINED OR GRANTED MARKETING RIGHTS BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR (I) ANY LOSS OF TIME, REVENUES, PROFITS, OR GOODWILL, OR (II) ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THE USE OF, THE INABILITY TO USE, OR THE MISUSE OF THE SOFTWARE OR ANY THIRD PARTY SOFTWARE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE.
3.2. COPERNIC SHALL NOT BE LIABLE FOR ANY NON-AUTHORIZED ACCESS BY THE LICENSEE OR USER OF THE SOFTWARE TO INFORMATION SOURCES OR FOR THE NON-AUTHORIZED ACCESS TO DOCUMENTS OR WEB PAGES OF A NETWORK OR WEB SITE, INCLUDING THEIR TRESPASSING. COPERNIC SHALL ALSO NOT BE LIABLE FOR THE INTERRUPTION OR THE SLOWDOWN OF THE SERVICES OF A NETWORK OR WEB SITE SERVER THAT MAY BE POTENTIALLY CAUSED BY THE LICENSEE OR USER OF THE SOFTWARE.
3.3. IN NO EVENT SHALL COPERNIC BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR KEYWORDS OR ANY OTHER DATA COLLECTION AND USE BY WEB-BASED SEARCH ENGINES FOR SEARCHES CONDUCTED BY THEM THROUGH QUERIES DONE IN THE SOFTWARE WEB SEARCH CATEGORIES.
3.4. IN NO EVENT SHALL COPERNIC BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR THE USE OF A NON-PROPRIETARY PLUG-IN THAT MAY BE ADDED TO THE SOFTWARE.
3.5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES AND/OR THE EXCLUSION OF IMPLIED WARRANTIES, SO, FOR THOSE JURISDICTIONS, THE EXCLUSIONS AT SUB-SECTIONS 3.1, 3.2, 3.3 AND 3.4 MAY NOT APPLY TO THE LICENSEE AND THE LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
4. TERM AND TERMINATION
4.1. Copernic can terminate this Agreement at its sole discretion and the Licensee shall cease to use the Software. The Licensee must then immediately uninstall the Software from its systems and destroy all copies of the Software.
4.2. Upon termination of this Agreement, the pertinent sections and paragraphs of this Agreement related to a subsequent breach of Sections 2 and 5 will survive the termination of the Agreement.
5. SUBLICENSING, DERIVATIVE WORKS AND RELATED MATTERS
5.1. This Agreement being personal to the Licensee, the license granted hereunder does not include the right to sublicense and may not be assigned, by operation of law or otherwise, or transferred. Any attempted assignment in derogation hereof shall be null and void. The Licensee may not loan, rent, or lease the Software. If Licensee unlawfully creates any derivative work based on the Software or the Software Documentation, then Copernic will be the owner of all such derivative works and any proceeds or profits derived therefrom by Licensee.
6. PRIVACY
6.1. The Licensee acknowledges that the Software Privacy Policy forms an integral part of this Agreement and accepts the terms and conditions set forth therein. Copernic may modify the Software Privacy Policy at any time by posting on its Web site. The continued use by the Licensee of the Software following notice of any such modification that may be posted on the Software Web site or notified to Licensee by any other means will be deemed conclusive acceptance of the revised terms of this Agreement. If any such revision is unacceptable to the Licensee, the Licensee must terminate use of the Software immediately.
6.2. NOTWITHSTANDING SUB-SECTION 6.1 AND THE COPERNIC'S SOFTWARE PRIVACY POLICY, THE SOFTWARE DOES NOT ALLOW TRANSMISSION OF KEYWORDS OR RESULT CONTENTS TO COPERNIC OR ANY COPERNIC'S PARTNER FOR SEARCHES CONDUCTED BY THE LICENSEE ON HIS COMPUTER OR CORPORATE OR HOME NETWORK. IF THE SOFTWARE EVER REQUIRES COLLECTION AND PROCESSING OF DATA, SUCH AS USER'S PROFILE, LOCATION, SEARCH HISTORY, FIELDS OF INTEREST AND TASTES, THESE DATA SHOULD BE PROCESSED ONLY BY THE LICENSEE'S COMPUTER AND NOT BE TRANSMITTED DELIBERATELY TO COPERNIC OR ANY COPERNIC'S PARTNER.
7. MISCELLANEOUS
7.1. THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE LICENSEE AND COPERNIC RELATING TO THE USE OF THE SOFTWARE. THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL NOTWITHSTANDING ANY VARIANCE WITH ANY OTHER WRITTEN INSTRUMENT SUBMITTED BY THE LICENSEE WHETHER FORMALLY REJECTED BY COPERNIC OR NOT.
7.2. The previous statement shall not be interpreted to limit the right of Copernic to modify this Agreement for any update or upgrade of the Software.
7.3. This Agreement shall be governed and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein. The Licensee and Copernic agree to submit to the exclusive jurisdiction of the courts of the Province of Quebec in any dispute relating to this Agreement.
7.4. THE FAILURE OF A PARTY TO INSIST ON THE PERFORMANCE OF AN OBLIGATION HEREUNDER SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH OBLIGATION OR OF ANY OTHER OBLIGATION. NO WAIVER OF THE TERMS AND CONDITIONS OF THIS AGREEMENT WILL BE VALID UNLESS MADE IN WRITING AND DULY EXECUTED BY AN OFFICER OF COPERNIC.
7.5. Licensee agrees to comply with all applicable international and national laws that may apply to the Software, including the Canadian and U.S. export regulations, as well as end user, end-use, and destination restrictions issued by Canadian, U.S. and other governments.
7.6. The headings in this Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.
7.7. The parties have agreed that this Agreement be drawn up in the English language. Les parties ont convenu que cette Convention soit rΘdigΘe en langue anglaise.
Copyright ⌐ 2004-2006 Copernic Technologies Inc. All rights reserved.
Copernic and the Copernic logo are registered trademarks of Copernic Technologies Inc. Other product and brand names may be trademarks or registered trademarks of their respective owners.
