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 files.

(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.

 

3.  Restrictions and Terms of Use.

(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 otherwise.

(iii)  You may not use, disclose, modify, reproduce or distribute the Software except as expressly permitted in this Agreement.

(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 the Software.

(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 services.

(ix)  You may not use any feature of the Software in any manner inconsistent with Cardinal Path’s Terms of Use located at http://WebAnalyticsSolutionProfiler.com/terms.html (the "Terms of Use"). Cardinal Path may amend, at its sole discretion, or revise the Terms of Use at any time. You agree to be bound by the Terms of Use as in effect from time to time. Please review the Terms of Use regularly. Your continued access and use of the Software following the posting of any such changes shall automatically be deemed your acceptance of the Terms of Use.

 

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 the Software. 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 TM and can 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.

 

8.  Indemnification.

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 Agreement.

 

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 this Agreement.

 

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.

 

12.  Headings.

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 services.

 

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