Terms of Use

HUMMINGBIRD LTD. SOFTWARE EVALUATION LICENSE AGREEMENT WARNING: READ CAREFULLY BEFORE ATTEMPTING TO USE A COPY OF THE SOFTWARE. This license is a legal agreement between you (either an individual or a single entity)(“CUSTOMER”) and Hummingbird Ltd. (“HUMMINGBIRD”) for this HUMMINGBIRD software that includes computer software and associated printed materials (if any), and may include on-line or electronic documentation. By downloading, installing, copying or otherwise using the software you agree to be bound by the terms of this license. 1. EVALUATION LICENSE: Subject to the provisions of this Agreement, HUMMINGBIRD grants to CUSTOMER a non-exclusive, non-transferable, limited license, for a period of thirty (30) days to use (in object code form) the HUMMINGBIRD software product and accompanying documentation (collectively the “SOFTWARE”), solely for CUSTOMER’s internal evaluation. The SOFTWARE shall be used only at CUSTOMER's premises. 2. RESTRICTIONS: CUSTOMER shall not sublicense, reverse engineer, decompile, modify, make the SOFTWARE available outside its organization or use the SOFTWARE in any service offered to customers outside its organization. CUSTOMER may not copy the SOFTWARE, except in support of its use of the SOFTWARE on a computer and in furtherance of the purposes of this Agreement, and on condition that no copy is used in any other manner or for any other purpose. In no event shall CUSTOMER make more than one (1) copy of the SOFTWARE. CUSTOMER shall not remove or alter any designation or mark on the SOFTWARE. The SOFTWARE may not be used in hazardous environments requiring fail safe controls such as, but not limited to, operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. CUSTOMER shall comply with all laws in connection with its use of the SOFTWARE, including, but not limited to, U.S. and Canadian export control legislation. The media may also contain one or more separately installable third party software products (each a “Third Party Product”). Third Party Products are provided to CUSTOMER by HUMMINGBIRD “AS IS” without warranty of any kind. Any Third Party Product may be used by CUSTOMER only if CUSTOMER accepts the applicable separate license for such Third Party Product included in the installation procedure and may not be used after termination of this Agreement. 3. TERMINATION: This Agreement will automatically terminate thirty (30) days from date hereof. HUMMINGBIRD may terminate this Agreement at any time upon notice if CUSTOMER breaches any provision of this Agreement or commits any act of bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors or ceases to do business as a going concern. Upon termination of this Agreement, CUSTOMER shall promptly certify to HUMMINGBIRD that all copies of the SOFTWARE have been removed from its computer systems and destroyed. 4. TITLE: HUMMINGBIRD and/or its licensors retain exclusive ownership of the SOFTWARE and all rights therein including without limiting the foregoing all trade secret, patent, trademark and copyrights therein. CUSTOMER’s rights to use the SOFTWARE are limited to those expressly set out in this Agreement. The SOFTWARE and any electronic access code represents confidential information and trade secrets belonging to HUMMINGBIRD and its licensors (“Confidential Information”). CUSTOMER may disclose such Confidential Information only to those of its own employees or contractors with a need to know for the CUSTOMER's authorized use and shall use at least the same degree of care as CUSTOMER employs with respect to its own confidential information, but no less than a reasonable degree of care, to avoid disclosure to third parties. CUSTOMER shall have no obligation with respect to any information that is already known to it without obligation of confidentiality; is independently developed without use of any Confidential Information; or becomes publicly known through no wrongful act of CUSTOMER. 5. EVALUATION SUPPORT: During the term of this evaluation, HUMMINGBIRD will provide, during its normal support hours, telephone access (by a single designated technical contact) to HUMMINGBIRD’s CUSTOMER Support Desk for questions concerning the installation and startup of the SOFTWARE being used under this Agreement. 6. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTY: IN NO EVENT SHALL HUMMINGBIRD OR ITS LICENSORS BE LIABLE TO CUSTOMER FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LITIGATION COSTS) OR OTHER MONETARY LOSS (INCLUDING LOSS OF PROFITS) IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF THE SOFTWARE, EVALUATION SUPPORT OR ANY WORK OR SERVICES PERFORMED BY HUMMINGBIRD OR ITS EMPLOYEES. THE SOFTWARE AND SUPPORT IS PROVIDED "AS IS". HUMMINGBIRD AND ITS LICENSORS DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. GENERAL: Failure or delay by HUMMINGBIRD in exercising any right, power or remedy does not constitute a waiver of it. In the event any provision of this Agreement shall not be enforceable, the remainder of this Agreement shall remain in full force and effect. CUSTOMER may not assign this Agreement or nor any rights under this Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario excluding its conflict of laws provisions. The parties hereby attorn to the jurisdiction of the courts of the Province of Ontario. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement contains the complete understanding and agreement of the parties and supersedes all prior agreements or understandings, oral or written, relating to the subject matter herein. Neither party shall be bound by any statement or representation not contained herein. This Agreement may be amended only by a written instrument executed by both parties. Paragraphs 4 and 6 shall survive termination or expiration of this Agreement. This Software Evaluation License Agreement supercedes the Hummingbird Ltd. Software License Agreement that accompanies the SOFTWARE. 8522-1L 05/02

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