License Agreement

The accompanying executable code version of Sumac and related documentation (the “Product”) is made available to you under the terms of this Sumac End-User Software License Agreement (the “Agreement”). By installing or using Sumac, you consent to be bound by the Agreement. If you do not agree to the terms and conditions of this Agreement, do not install or use any part of Sumac.

During the Sumac installation process and at later times, you may be given the option of installing additional components from third-party software providers. The installation and use of those third-party components may be governed by additional license agreements.

1. Grant of License. Silent Partner Software Inc. (“Silent Partner”) grants you a non-exclusive license to use the executable code version of the Product. This Agreement will also govern any software upgrades provided by Silent Partner that replace and/or supplement the original Product, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern. Licensee shall not modify, translate, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Software or any part of it, or decode any passwords or encrypted license or installation keys.

2. Termination. If you breach this Agreement your right to use the Product will terminate immediately and without notice. All provisions of this Agreement except the License Grant (paragraph 1) will survive termination and continue in effect. Upon termination, you must destroy all copies of the Product.

3. Proprietary Right. Subject to the foregoing, Silent Partner, for itself and on behalf of its licensors, hereby reserves all intellectual property rights in the Product, except for the rights expressly granted in this Agreement. You may not remove or alter any trademark, logo, copyright or other proprietary notice in or on the Product. This license does not grant you any right to use the trademarks, service marks or logos of Silent Partner or its licensors.

4. Disclaimer of Warranty. The Product is provided “as is” with all faults. To the extent permitted by law, Silent Partner and its licensors hereby disclaim all warranties and conditions, whether express or implied, including without limitation warranties and conditions that the Product is free of defects, merchantable, fit for a particular purpose and non-infringing. You bear the entire risk as to selecting the product for your purposes and as to the quality and performance of the product. This limitation will apply notiwithstanding the failure of essential purpose of any remedy. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so this disclaimer may not apply to you.

5. Limitation of Liability. Except as required by law, Silent Partner and its directors, licensors, and contributors (the “Silent Partner Group”) will not be liable for any indirect, special, incidental, consequential, or exemplary damages arising out of or in any way relating to this Agreement or the use of or inability to use the Product, including without limitation damages for loss of goodwill, work stoppage, lost profits, loss of data, and computer failure or malfunction, even if advised of the possibility of such damages and regardless of the theory (contract, tort, or otherwise) upon which such claim is based. The Silent Partner Group’s collective liability under this agreement will not exceed the fees paid by you under this license. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential, or special damages so this exclusion and limitation may not apply to you.

6. Miscellaneous.

(a) This Agreement constitutes the entire agreement between Silent Partner and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of Silent Partner.

(b) Except to the extent applicable law, if any, provides otherwise, this Agreement will be governed, construed, and enforced exclusively in accordance with the laws of the province of Ontario and the federal laws of Canada applicable to contracts executed and performed entirely in, and by residents of Ontario, and the parties hereto hereby irrevocably attorn to the jurisdiction of the courts of the said province.

(c) Both parties acknowledge that remedies at law for breach of either party’s obligations under this Agreement will be inadequate, that the non-breaching party may be irreparably harmed by any such breach, and that in the event of any such breach, the nonbreaching party shall be entitled to specific performance or any type of preliminary, temporary or permanent injunctive relief.

(d) This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

(e) In the event that any provision of this Agreement is held by a court of competent jurisdiction to be legally ineffective or unenforceable, such provision shall, to the extent possible, be deemed rewritten to reflect the original intent of the parties, and the validity of the remaining provisions shall not be affected.

(f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

(g) The parties hereto confirm their express wish that this agreement (including the schedules hereto) as well as all notices, documents and agreements related hereto be in the English language. Les parties aux présentes reconnaissent qu’il est de leur volonté expresse que la présente convention (y compris ses annexes) ainsi que tout avis, documents et ententes s’y rapportant soient rédigés en anglais.

(h) You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms. Silent Partner may assign its rights under this Agreement without condition.

(i) This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

(j) If you are acquiring the Product on behalf of any part of the U.S. Government, the following provisions apply: The Product is provided with RESTRICTED RIGHTS for US Government customers. Use, duplication, or disclosure by the US Government is subject to restrictions as set forth in FAR 12.212 (Commercial Computer Software-Restricted Rights) and DFAR 227.7202 (Rights in Technical Data and Computer Software), as applicable.

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