JNDI for Windows - License

	Home		JNDI Service Provider for Windows® Registries   To purchase the JNDI Service Provider for Windows now, please read the following license agreement and if you understand it and accept it, click on the 'Accept' link below otherwise you will be unable to purchase the software and should click on the 'Decline' link below. One development/distribution license costs Can$299. This converts to around US$245.

LICENSE AGREEMENT FOR THE SOFTWARE:  JNDI 2.1 Service Provider for Windows® Registries

IMPORTANT -- READ CAREFULLY: By clicking on the 'I Agree' link below to purchase the software product called 'JNDI 2.1 Service Provider for Windows® Registries' (hereinafter 'Software') you thereby solemnly affirm that you have read and agree to be and are hereby bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, you (hereinafter 'Licensee') should click on the 'Decline' link.

I. GRANT OF LICENSE:
Cogent Logic Corporation hereby grant to Licensee a non-exclusive development/distribution license to use the Software and Documentation subject to the following terms: Licensee may: (i) use their copy of the Software for development purposes on one or more computers within one geographical location; this is a concurrent use license (ii) the Software may be freely distributed without royalty provided it is unaltered and it forms part of production software that is NOT intended to enable third parties to write a computer program or programs that DIRECTLY access the Software; (iii) copy the Software in whole for back-up, archival purposes. Licensee may not: (i) translate, modify or create derivative works based upon the Software or Documentation; (ii) copy the Software or Documentation (except for back-up purposes); (iii) permit other individuals to use the Software except under the terms listed above; (iv) lease, rent, transfer, or otherwise transfer rights to the Software or Documentation; or (v) remove any proprietary notices or labels on the Software or Documentation.

II. SOFTWARE:
If Licensee receives the first copy of the Software electronically and a second copy on media the second copy may be used for archival purposes only and may not be transferred to or used by any other person.

III. TITLE:
Title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain in Cogent Logic Corporation. The Software is protected by the copyright laws of Canada and other countries in accordance with international copyright treaties.

IV. LIMITED WARRANTY:
Cogent Logic Corporation warrants that for a period of one year from the date of acquisition the Software if operated as directed will substantially achieve the functionality described in the Documentation. Cogent Logic Corporation does not warrant however that Licensee's use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. Cogent Logic Corporation also warrants that the media containing the Software if provided by Cogent Logic Corporation is free from defects in material and workmanship and will so remain for one year from the date Licensee acquires the Software.

V. CUSTOMER REMEDIES:
Cogent Logic Corporation's sole liability for any breach of this warranty shall be in Cogent Logic Corporation's sole discretion: (i) to replace Licensee's defective media; or (ii) if replacement is impracticable, to refund the license fee, if any, Licensee paid for the Software. Repaired, corrected or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software or if longer for thirty (30) days after the date Cogent Logic Corporation shipped to Licensee the repaired or replaced Software. Only if Licensee informs Cogent Logic Corporation of the problem with the Software during the applicable warranty period and provides evidence of the date Licensee acquired the Software will Cogent Logic Corporation be obligated to honour this warranty.

VI. LIMITATION OF LIABILITY:
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT CONTRACT OR OTHERWISE SHALL COGENT LOGIC CORPORATION OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF COMPUTER FAILURE OR MALFUNCTION, GOODWILL, WORK STOPPAGE OR ANY AND ALL OTHER DAMAGES OR LOSSES EVEN IF COGENT LOGIC CORPORATION SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY. FURTHER, IN NO EVENT SHALL COGENT LOGIC CORPORATION's LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO COGENT LOGIC CORPORATION FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

VII. TERMINATION
This License Agreement shall terminate automatically if Licensee fails to comply with the limitations described in this license. No notice shall be required from Cogent Logic Corporation to effectuate such termination. On termination Licensee must destroy all copies of the Software and Documentation.

VIII. GOVERNING LAW
This License Agreement shall be governed by the laws of the Province of Ontario, Canada without regard to conflicts of law provisions, and Licensee consents to the exclusive jurisdiction of the province and federal courts sitting in the Province of Ontario. Any and all unresolved disputes arising under this License Agreement shall be submitted to arbitration in the Province of Ontario.

IX. ENTIRE AGREEMENT:
This License Agreement constitutes the complete and exclusive agreement between Cogent Logic Corporation and Licensee and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This License Agreement may not be modified except in a writing duly signed by an authorized representative of Cogent Logic Corporation and Licensee. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED OR OTHER LEGITIMATE REQUEST FOR USE BY LICENSEE IS EXPRESSLY MADE CONDITIONAL ON THE CONSENT OF LICENSEE TO THE TERMS SET FORTH HEREIN.