License Agreement

End-User License Agreement BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE EVERYWARE SOFTWARE (THE "SOFTWARE"), THE INDIVIDUAL OR ENTITY LICENSING THE SOFTWARE ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NONACCEPTANCE MUST BE SELECTED AND LICENSEE MUST NOT INSTALL OR USE THE SOFTWARE. SOFTWARE END-USER LICENSE AGREEMENT LICENSE AGREEMENT. This Agreement sets forth the terms and conditions of use of the Software and its accompanying documentation (the "Documentation"). As used in this Agreement, "Licensor" shall mean Everyware Solutions Inc. ("Everyware") If more than one license agreement was provided for the Software and the terms vary, the order of precedence of those license agreements is as follows: a signed agreement, a printed or electronic agreement that states clearly that it supersedes other agreements, a printed agreement provided with the Software, an electronic agreement provided with the Software. LICENSE GRANT. Licensor grants Licensee a nonexclusive and nontransferable license to use the Software in the manner described in the Documentation. This Agreement does not entitle Licensee to support or telephone assistance. However, support services or updates to the Software may be available to Licensee for a fee. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement, Licensee may not (a) modify or create any derivative works of the Software or Documentation, including translation or localization; (b) decompile, disassemble, reverse-engineer, or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); (c) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software or Documentation; or (d) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Software or Documentation. FEES. All fees for the Software and Documentation shall be paid by Licensee to Licensor. If Licensee receives the Software on media, there may be a small charge for the media and for shipping and handling. Licensee is responsible for any and all taxes. TERMINATION. Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Software and Documentation. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Software and Documentation shall remain in Licensor and/or its suppliers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with Licensor’s or its suppliers' ownership of or rights with respect to the Software and Documentation. The Software and Documentation are protected by copyright and other intellectual property laws and by international treaties. HIGH-RISK ACTIVITIES. The Software is not designed or intended for use in online control of aircraft, air traffic, aircraft navigation or aircraft communications; or in the design, construction, operation, or maintenance of any nuclear facility. Licensor and its suppliers disclaim any express or implied warranty of fitness for such uses. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation are each a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. LIMITED WARRANTY. Everyware warrants the media on which the SOFTWARE is furnished to be free of defects in material and workmanship, under normal use, for a period of ninety (90) days following the date of delivery to you. In the event of defects, Everyware's sole liability shall be to replace the defective media which has been returned to Everyware or the supplier with your dated invoice and is shown to be defective. In the event that Everyware is unable to replace defective media, Everyware shall refund your money upon your termination of this license. THIS SOFTWARE AND ACCOMPANYING DOCUMENTATION (INCLUDING INSTRUCTIONS FOR USE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, FURTHER, EVERYWARE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOUR. IF THE SOFTWARE OR WRITTEN MATERIALS ARE DEFECTIVE, YOU, AND NOT EVERYWARE OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. EVERYWARE DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT IS MADE BY EVERYWARE, ON THIS EVERYWARE PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EVERYWARE, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. NEITHER EVERYWARE NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS PRODUCT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE SUCH PRODUCT EVEN IF EVERYWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Should any other warranties be found to exist, such warranties shall be limited in duration to ninety (90) days following the date of delivery to you. In no event will Everyware's liability for any damages to you or any other person exceed the amount paid for the license to use the SOFTWARE. This License shall be governed and construed in accordance with the laws of the Province of British Columbia, Canada and shall benefit Everyware, its successors and assigns. Any claim or dispute between you and Everyware or against any agent, employee, successor or assign of Everyware, whether related to this Agreement or otherwise, and any claim or dispute related to this Agreement or the relationship or duties contemplated under this Agreement, including the validity of this arbitration clause, shall be resolved by binding arbitration under the British Columbia Commercial Arbitration Act. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. This Agreement constitutes the entire agreement between the end user and Everyware Solutions Inc.

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