	CD-ROM LICENSE AGREEMENT

IMPORTANT - BY OPENING THIS PACKAGE, CUSTOMER AGREES TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS CD-ROM LICENSE AGREEMENT.  IF YOU DO NOT ACCEPT THESE TERMS, DO NOT OPEN THIS PACKAGE.  RETURN IT, ALONG WITH ALL ASSOCIATED ITEMS WITHIN TEN (10) DAYS TO WILLIAM REMPHREY, DEPARTMENT OF PLANT SCIENCE, UNIVERSITY OF MANITOBA, WINNIPEG, MANITOBA, CANADA R3T 2N2.  

1.	Permitted Use.   William Remphrey  (the "Licensor") hereby grants to Customer a site-specific, non-transferrable, non-exclusive license to use the CD-ROM known as "Woody Plants in the Prairie Landscape" (the "CD-ROM") and related documentation, solely for Customer's internal purposes and solely on a single computer at any one time.   If Customer wishes to use the CD-ROM on additional computers(s), the customer must obtain a separate license for each such use.

2.	Restrictions on Use.  Customer shall not: (a) copy the CD-ROM; (b) copy any of the documentation for any purpose; (c) assign this Agreement or transfer, lease, rent, export or grant a sublicense of the CD-ROM to any other party unless authorized by the Licensor in writing (any attempt to do so without such authorization shall be void); (d) reverse engineer, decompile or disassemble the CD-ROM; (e) use the CD-ROM except as authorized herein; or (f) permit any third party to use the CD-ROM in any way that would constitute a breach of this Agreement.  Any breach by Customer of this Section 2 shall result in the automatic termination of the Customer's license to use the CD-ROM and related documentation.

3.	Ownership and Copyright.   The Licensor is the owner of all intellectual property rights (including copyright) in the CD-ROM and in any related documentation provided to Customer by the Licensor.  Customer undertakes not to remove any tag, label or other identifying marking or copyright notice placed by the Licensor on any of its products.  Customer shall have no right, title or interest in or to the CD-ROM and related documentation except the right to use same and then only strictly in accordance with this Agreement.

4.	Limited Warranty and Limitation of Liability.  The Licensor warrants to Customer that the media on which the CD-ROM is supplied to Customer will be free from defects in materials and workmanship under normal use for a period of 90 days from the date of delivery of same to Customer.  Should the Licensor be in breach of this warranty, Customer's exclusive remedy and the Licensor's entire liability will be the replacement of any defective media that is returned to the Licensor within the said 90 day period.

		THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN PARTICULAR, THE LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE CD-ROM WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE CD-ROM WILL BE UNINTERRUPTED OR ERROR-FREE.  THE CD-ROM AND RELATED DOCUMENTATION IS PROVIDED "AS IS" TO CUSTOMER.  THE CUSTOMER ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE CD-ROM TO ACHIEVE THE CUSTOMER'S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE CD-ROM AND RELATED DOCUMENTATION.  AS A RESULT, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CD-ROM AND RELATED DOCUMENTATION IS BORNE BY THE CUSTOMER.  SHOULD THE CD-ROM AND/OR THE RELATED DOCUMENTATION PROVE TO BE DEFECTIVE IN ANY RESPECT OTHER THAN AS ENCOMPASSED BY THE FOREGOING LIMITED WARRANTY, THE CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

		WITHOUT LIMITING THE FOREGOING, THE LICENSOR SHALL NOT BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT UNDER THIS AGREEMENT OR IN TORT, INCLUDING NEGLIGENCE OR PRODUCTS LIABILITY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL LOSSES OR DAMAGES OF ANY NATURE OR KIND WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSSES OR DAMAGES ARISING OUT OF OR RESULTING FROM LOSS OR DELAY OF USE OF THE CD-ROM, LOST OR CORRUPTED CUSTOMER OR THIRD PARTY DATA, LOST PROFITS OR LOST GOODWILL, FAILURE TO REALIZE SAVINGS, OR FOR ANY CLAIM OR DEMAND AGAINST THE CUSTOMER BY ANY OTHER PARTY, EVEN IF THE LICENSOR OR ANY OF ITS DEALERS, DISTRIBUTORS OR AGENTS MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

		REGARDLESS OF CIRCUMSTANCES, THE LICENSOR'S CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RESULTING FROM ANY UNCURED MATERIAL DEFAULT, BREACH OR FAILURE UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED $100.00.

5.	Indemnity.  Customer shall indemnify the Licensor against any loss, damage or expense which the Licensor may suffer or incur as a result of any breach by Customer of any provision of this Agreement.

6.	Termination.  This Agreement is effective until terminated.  Customer may terminate this Agreement at any time by destroying all copies of the CD-ROM and related documentation.  The Licensor may terminate this Agreement without notice to Customer if Customer fails to comply with any of its terms.  Any such termination by the Licensor shall be in addition to and without prejudice to such rights and remedies as may be available, including injunction and other equitable remedies.  Upon receipt by Customer of written notice of termination from the Licensor, Customer shall immediately cease using the CD-ROM and, within 20 days thereof, either return to the Licensor the original and all copies of the CD-ROM and related documentation in any form or media or certify in writing to the Licensor that all copies of the CD-ROM and related documentation have been destroyed.  The provisions of Sections 2, 3, 4, 5 and 6 hereof shall survive termination of this Agreement.

7.	Miscellaneous.  This is the entire agreement between Customer and the Licensor pertaining to Customer's right to use the CD-ROM, and supercedes all prior or collateral oral or written representations or agreements related thereto.  In the event that one or more of the provisions is found to be illegal or unenforceable, this Agreement shall not be rendered inoperative, but the remaining provisions shall continue in full force and effect.  This Agreement shall be governed by the laws in force in the Province of Manitoba, Canada.

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