Jovian Archive Media, Inc.

Click-through Maia Mechanics Imaging

THIS CLICK-THROUGH AGREEMENT (THIS “AGREEMENT”) IS BETWEEN JOVIAN ARCHIVE MEDIA, INC. (“JOVIAN”) AND YOU. OR IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY). BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, JOVIAN IS UNWILLING TO LICENSE THE SOFTWARE (AS DEFINED BELOW) TO YOU, AND YOU MUST CLICK ON THE “DO NOT ACCEPT” BUTTON BELOW. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE UPON WHICH YOU CLICK THE “ACCEPT” BUTTON BELOW. FOR THE PURPOSE OF THIS AGREEMENT, YOU AND, IF APPLICABLE, SUCH COMPANY (OR OTHER ENTITY) CONSTITUTES “CUSTOMER”.

1. Grant of License for Registered Users
Jovian grants you a nonexclusive nontransferable, non-sublicensable, revocable and limited license to download the free edition or purchased edition of the Maia Mechanics Imaging software, including any files, images, or audio or video clips incorporated in or generated by the software, and data accompanying the software (collectively, "the Software" or “Product”), from this website solely for your internal purposes. By downloading Software you will be subject to the terms and conditions of such Software.

2. Ownership
Jovian retains full title to the Software, and all intellectual property rights therein and does not transfer the title to you.You have no ownership rights in the Software. Rather, you have a license to use the Product as long as this License Agreement remains in full force and effect. Ownership of the Software, and all intellectual property rights therein shall remain at all times with Jovian. Any other use of the Product by any person, business, corporation, government organization or any other entity other than you as the customer is strictly forbidden and is a violation of this License Agreement.

3. Copyright
The Software contains material that is protected by Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Jovian. You may not remove any proprietary notice of Jovian from any copy of the Product or any Documentation regarding the Product.

4. Restrictions
No portion of the Software may be sub-licensed, transferred, assigned, commercialized, sold, used to create derivative works, republished, uploaded, modified, performed, posted, published, reverse engineered, decompiled, disassembled, attempt to create the source code from the object code for the Software, or otherwise reduce the Software to a human-perceivable form, or in any way exploited or transmitted or distributed in any form or by any means, electronic, mechanical, photocopying, recording, nor may you distribute any part of the above described content over any network, including a local area network, sell or offer it for sale, or use such content to construct any kind of database or otherwise without the explicit prior written permission of Jovian. You may transfer the Software to other computers you own as long as you are the only user of the Software at any given point in time.

5. Software Operating System
You hereby acknowledge that Jovian has notified you that the Software is coded for use on a computer that can run Microsoft Windows operating system (“OS”) software and can not be used on a computer that utilizes Apple Macintosh OS software without the installation of additional software. Jovian will not issue refunds based upon a purchase of the Software for a Apple Macintosh computer.

6. Confidentiality
You acknowledge that the Product contains proprietary trade secrets of Jovian and you hereby agree to maintain the confidentiality of the Product using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information.

7. Limited Warranty
JOVIAN WARRANTS FOR A PERIOD OF 90 DAYS AFTER PURCHASE THAT THE PRODUCT WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE SPECIFICATIONS RELATIVE TO THE EDITION PURCHASED. THIS LIMITED WARRANTY SHALL NOT APPLY TO ANY DOWNLOAD OF THE FREE EDITION OF THE SOFTWARE. SHOULD THE PRODUCT NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND JOVIAN’S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT JOVIAN’S SOLE DISCRETION, CORRECTION OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE PRODUCT. ANY USE BY YOU OF THE PRODUCT IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY JOVIAN REGARDING THE PRODUCT. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE PRODUCT IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, JOVIAN DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. JOVIAN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE PRODUCT WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE PRODUCT WILL BE CORRECTED, OR THAT THE PRODUCT IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.

8. Limitation of Liability
IN NO EVENT WILL JOVIAN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PURCHASED, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF JOVIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JOVIAN’S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE PRODUCT AND SPECIFICATIONS OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE PRODUCT AND SPECIFICATIONS. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. Export Restrictions
THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM CANADA OF THE PRODUCT OR INFORMATION ABOUT SUCH PRODUCT WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF CANADA. YOU SHALL NOT EXPORT THE PRODUCT, ANY DOCUMENTATION, OR INFORMATION ABOUT THE PRODUCT AND DOCUMENTATION WITHOUT CONSENT OF JOVIAN. AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

10. Termination
This License Agreement is effective until it is terminated. You may terminate this License Agreement at any time by destroying or returning to Jovian all copies of the Product and any Documentation in your possession or under your control. Jovian may terminate this License Agreement if Jovian finds that you have violated any of the terms of this License Agreement. Upon notification of termination, you agree to destroy or return to Jovian all copies of the Software and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Product License Agreement.

11. Remedies
The parties acknowledge that remedies at law may be inadequate to protect Jovian against any actual or threatened breach of this Agreement. Without prejudice to the rights and remedies otherwise available to Jovian, you agree to the granting of equitable relief by way of injunction or otherwise without proof of actual damages, if the you or any of your representatives breach or threaten to breach any of the provisions of this Agreement. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that this Agreement has been breached by you or by your representatives, then you will reimburse the Jovian for its costs and expenses (including, without limitation, legal fees and expenses) incurred in connection with all such litigation.

12. General
This License Agreement shall be construed, interpreted and governed by the laws of Ontario and the federal laws of Canada applicable therein without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be the courts of Canada.

This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.