IMPORTANT: YOU (“Licensee”) ARE ABOUT TO INSTALL PROPRIETARY SOFTWARE OWNED BY SDDEPOT. (“Robert Ellis, 141 Dimson avenue, Guelph, ON, N1G3C5”). SDDEPOT IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY IF YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS LICENSE AGREEMENT (“SDDEPOT Software License Agreement”).

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING THE SOFTWARE. BY DOWNLOADING THE SOFTWARE YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.

YOUR INSTALLATION AND USE OF THE SOFTWARE INDICATES YOUR ASSENT TO BE BOUND BY THE LICENSE TERMS SET FORTH BELOW.

Ownership of the Software

1. The digital products, and the associated documentation (collectively called "Software") which you are installing are owned by SDDEPOT and are protected by Canadian copyright laws, by laws of other nations, and by international treaties.

Grant of License

2. You may install the Software on more than one site provided that you have purchased a License from SDDEPOT for each user who is using the Software.

Restrictions on Use and Transfer

3. You may not copy the Software, except that you may make copies of the Software solely for backup or archival purposes. You may not copy any written materials provided to you.

4. You may not sell, rent, lease, license or sublicense the Software or otherwise transfer or assign the right to use the Software.

5. You may not alter, merge, modify or adapt the Software in any way, including reverse engineering, decompiling, or disassembling with intent to release, re-sell or re-distribute the Software.

Support and Maintenance

6. SDDEPOT will provide e-mail and Online Support by the use of the SDDEPOT Forums ( found at "www.SDDEPOT.com/community/") to answer installation questions and to address potential issues with the product. Support and installation requests may be subject to payment of a Maintenance fee. SDDEPOT reserves the right to provide software updates and upgrades with no warranties. SDDEPOT reserves the right to decide which Software will and will not be maintained, with no guaranteee implied.

Limited Warranties and Remedies

7. SDDEPOT provides no warranty of merchantability or fitness for a perticiular purpose. SDDEPOT’s sole and exclusive remedy for any breach of the warranties set forth in this paragraph will be that SDDEPOT will, at its sole option provide all reasonable programming services to correct programming errors in the Software.

8.  SDDEPOT warrants that it is the lawful owner of the Software and has full legal power and authority to license the Software to Licensee. SDDEPOT shall, at its cost, defend or, as its sole option, settle any claim or suit brought against Licensee for infringement by the Software of a Canadian copyright, patent or trademark provided that Licensee (a) notifies SDDEPOT promptly in writing of any such claim or suit; (b) gives SDDEPOT full information and assistance in settling and/or defending the suit; and (c) gives SDDEPOT full authority and control of the defense and/or settlement of any such action. SDDEPOT shall not be liable for any costs or expenses incurred by Licensee (a) without SDDEPOT’s prior written authorization; (b) for any claim based on Licensee’s modification of the Software; or (c) from use of other than the latest version of the Software. If the Software becomes subject to a claim of infringement for which SDDEPOT may become liable, SDDEPOT may at its option (a) obtain the right to continue using the Software; (b) replace or modify the Software to make it non-infringing, so long as the replacement or modification meets substantially similar specifications; or (c) terminate this Agreement and access to Software. EXCEPT FOR THESE REMEDIES, SDDEPOT SHALL HAVE NO LIABILITY TO LICENSEE FOR COPYRIGHT, PATENT OR TRADEMARK OR ANY OTHER CLAIM ASSOCIATED WITH INFRINGEMENT OF A PROPRIETARY RIGHT, NOR ANY LIABILITY TO LICENSEE FOR DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES FROM INFRINGEMENT.

9.  SDDEPOT DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE SOFTWARE OR ANY OF ITS PARTS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SDDEPOT EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE OR ANY OF ITS PARTS WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY SOFTWARE OR HARDWARE POSSESSED OR TO BE POSSESSED BY LICENSEE. THE WARRANTY AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NO DEALER, DISTRIBUTOR, AGENT OR EMPLOYEE OF SDDEPOT IS AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THIS WARRANTY.


Limitation of Liability

10.  SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, SDDEPOT WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR ANY INCIDENTAL, SPECIAL, OR OTHER ECONOMIC CONSEQUENTIAL DAMAGES, EVEN IF SDDEPOT IS INFORMED OF THEIR POSSIBILITY. IN NO CASE SHALL SDDEPOT’S LIABILITY EXCEED THE LICENSE FEES ACTUALLY PAID BY LICENSEE.


Terms

11. This License is effective as of the time the Licensee receives the Software, and shall continue in effect until Licensee ceases all use of the Software and returns or destroys all copies thereof, or until automatically terminated upon failure of Licensee to comply with any of the terms of this License. Upon termination, Licensee agrees to cease using the Software.

12.  SDDEPOT may terminate this license, upon 5 days’ written notice, if you breach any of the non-monetary terms of this license.


Miscellaneous

13. This Agreement is governed and construed in accordance with the laws of the Federal Government of Canada, excluding that body of law pertaining to choice of law. If any provision of this Agreement is found invalid or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected.

14. Any modifications to this Agreement must be signed by both parties.

15. If you have any questions concerning this Agreement, please contact SDDEPOT. Contact information is located at http://www.sddepot.com/contact