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END-USER LICENSE AGREEMENT

FOR ONLINE TV BY CANADA WEB DEVELOPER

CANADA WEB DEVELOPER LICENSE FOR PRE-RELEASE SOFTWARE AND SERVICES

“This software is subject to the terms and conditions of the Canada Web Developer License for Pre-Release Software and Services, a copy of which is provided below for your convenience. By using the software or service, you agree to be bound by the terms of this License Agreement (“Agreement”). If you do not agree to the terms of this Agreement, you are not authorized to use the software or service.”

CANADA WEB DEVELOPER LICENSE AGREEMENT FOR ONLINE TV FOR WINDOWS, ONLINE TV FOR WINDOWS PHONE, ONLINE TV FOR WINDOWS DEVICES, ONLINE TV FOR XBOX.

This is a legal agreement between you, either an individual or an entity, (“Recipient”), and Canada Web Developer (“Canada Web Developer”) for the Canada Web Developer software or service identified above, which includes computer software and associated media and printed materials (if any), and may include online or electronic documentation (collectively the “Software Product”). By installing, copying, or otherwise using the Software Product, you agree to be bound by the terms of this License Agreement (“Agreement”). If you do not agree to the terms of this Agreement, you are not authorized to use the Software Product. The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed not sold.

1. GRANT OF LICENSE.

(a) Canada Web Developer grants Recipient a limited, non-exclusive, non-assignable nontransferable, royalty-free license to: install the Software Product on any computer device residing on Recipient’s premises, solely to test the compatibility of Recipient’s application or other product(s) which operate in conjunction with the Software Product and to evaluate the Software Product for the purpose of providing feedback thereon to Canada Web Developer. All other rights are reserved to Canada Web Developer. Recipient shall not rent, lease, sell, sublicense, assign, or otherwise transfer the Software Product, including any accompanying printed materials. Recipient may not reverse engineer, decompile or disassemble the Software Product except to the extent that this restriction is expressly prohibited by applicable law. Canada Web Developer and its suppliers shall retain title and all ownership rights to the Software Product, and this Agreement shall not be construed in any manner as transferring any rights of ownership or license to the Software Product or to the features or information therein, except as specifically stated herein.
(b) Recipient agrees to provide reasonable feedback to Canada Web Developer as described in the materials provided by Canada Web Developer, including but not limited to usability, bug reports and test results, with respect to the testing of the Software Product. Recipient will use reasonable efforts to review and comment on all documentation supplied. All bug reports, test results and other feedback made by Recipient shall be the property of Canada Web Developer and may be used by Canada Web Developer for any purpose it sees fit. Due to the nature of the development work, Canada Web Developer is not certain if errors or discrepancies in the Software Product may be corrected.

2. TERM OF AGREEMENT.

The term of this Agreement shall commence on Recipient’s installation of the Software Product and shall continue until terminated by Canada Web Developer, with or without cause. This Agreement will terminate without notice upon the commercial release of the Software Product. Upon the termination of this Agreement, Recipient shall promptly return to Canada Web Developer, or certify destruction of, all full or partial copies of the Software Product and related materials provided by Canada Web Developer. Section 5 shall survive termination or expiration of this Agreement with respect to any information that has not been made public by Canada Web Developer as of the commercial release of the Software Product.

3. COST OF TESTING.

There is no charge to Recipient for testing of the Software Product. Canada Web Developer shall bear all transportation expenses relating to the shipment of the Software Product to Recipient’s place of business. If Recipient returns the Software Product, Recipient will pay the return transportation expenses.

4. SUPPORT MAINTENANCE.

Canada Web Developer is not obligated to provide maintenance, updates, technical or other support for the Software Product. However, limited technical support (“Support Services”), if noted in the materials provided to Recipient by Canada Web Developer, may be available. With respect to technical information Recipient provides to Canada Web Developer as part of the Support Services, Canada Web Developer may use such information for its business purposes, including for product support and development. Canada Web Developer will not utilize such technical information in a form that personally identifies Recipient. Such limited Support Services may not be available in all countries outside the United States and will be discontinued once the Software Product is commercially released. In no event shall Canada Web Developer be obligated to provide Recipient, free of charge, a copy of the commercial release version of the Software Product in connection with Recipient’s participation in the testing program. Canada Web Developer is not obligated to make the Software Product commercially available.

5. DISCLAIMER OF WARRANTIES.

To the maximum extent permitted by applicable law, Canada Web Developer and its suppliers provide the Software Product and any (if any) Support Services AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Software Product, and the provision of or failure to provide Support Services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT AND SUPPORT SERVICES, IF ANY, REMAINS WITH YOU.

6. LIMITATION OF LIABILITY AND REMEDIES.

Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Canada Web Developer and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Software Product. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

7. GOVERNING LAW; ATTORNEYS FEES.

This Agreement shall be construed and controlled by the laws of the State of Washington, and Recipient consents to the jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case Recipient consents to the jurisdiction and venue in the Superior Court of King County, Washington. Recipient waives all defenses of lack of personal jurisdiction and forum nonconveniens. Process may be served on either party in the manner authorized by applicable law or court rule. If either Canada Web Developer or Recipient employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees.

8. U.S. GOVERNMENT RESTRICTED RIGHTS.

Software Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. Software Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

9. ENTIRE AGREEMENT.

This Agreement constitutes the complete and exclusive agreement between Canada Web Developer and Recipient with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in a writing duly signed by an authorized representative of Canada Web Developer and Recipient. Should you have any questions concerning this Agreement, or if you desire to contact Canada Web Developer for any reason, please write: legal@canadawebdeveloper.ca

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