CrypKey (Canada), Inc. License Agreement

Grant Of Rights

In consideration of payment, CrypKey (Canada), Inc.  (“CrypKey”) grants to the purchasing company (the “Customer”) the non-exclusive right to possess, use, and make and distribute unlimited copies of the machine-executable code version of the CrypKey Software Licensing System, including all revisions, modifications, and updates thereto furnished to the customer, together with the written User Manuals in relation thereto (collectively the “Software”).

Intended Purpose

The Software is intended to be linked with and incorporated into the product, including, but limited to, the foundation module and installation routines forming a part thereof.  No right to distribute the Software on a stand-alone basis is intended by this License Agreement.  Any other use of the Software requires written consent from CrypKey.  The customer may not reverse engineer, modify, nor create derivative works based on the Software without written consent from CrypKey, except as permitted by acceptable law.

Ownership

All patents, copyrights, and other proprietary rights in the Software are, and shall remain, the exclusive property of CrypKey or its suppliers.  The Customer may not assign nor transfer the rights granted in the License Agreement to any person, except the Customer’s subsidiaries and affiliates, without written consent from CrypKey.

Limited Warranty

CrypKey warrants to the Customer that the Software will operate essentially as described in CrypKey brochures and documentation.  CrypKey warrants that the media on which the Software is recorded shall be free from defects in materials and workmanship under normal use and service for 60 days from the date of the Customer’s invoice.  If failure of the media is a result of accident, abuse, or misapplication of the Software, CrypKey shall not be responsible for its replacement.  Applicable law may imply warranties that cannot be excluded or can be excluded only to a limited extent.  This Agreement shall be reached and construed subject to such laws.

No Other Warranties

THE LIMITED WARRANTY SET FORTH HEREIN IS IN LIEU OF, AND CRYPKEY DISCLAIMS, ANY AND ALL OTHER WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO THE SOFTWARE, INCLUDING ANY AND IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Remedies

Except in connection with a claim for infringement of copyright, patent, or other intellectual property right, the Customer’s sole and exclusive remedy for a breach of warranty shall be: (a) the return of the initial fee paid for the rights granted herein or (b) the correction or replacement of defective software or media.  Corrected or replaced Software or media will be warranted to the same extent as the original Software or media for the remainder of the original warranty period or 30 days from the date of receipt by the customer, whichever is longer.

Limitation Of Liability

IN NO EVENT SHALL CRYPKEY BE LIABLE TO THE CUSTOMER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGE.  IN NO EVENT SHALL CRYPKEY CANADA, INC.’S AGGREGATE LIABILITY TO THE CUSTOMER EXCEED THE AMOUNTS PAID TO CRYPKEY BY THE CUSTOMER FOR THE SOFTWARE.

Copyright 2002, CrypKey (Canada), Inc. Ltd.  All rights reserved