Copernic Desktop Search & Copernic Server Search End-user License Agreement

This Agreement (the “Agreement”) is a legal agreement between you and Copernic, a division of N. Harris Computer Corporation (“Copernic”), regarding your use of Copernic’s  software, its trial/evaluation period, all related documentation and other materials, including but not limited to any proprietary plug-ins that may be added in binary executable form only,including technology and utility software licensed to Copernic from third parties (“Software”).

When you install or use the Software under license or during the free evaluation period you acknowledge that you have read the Agreement and understand it, and agree to be bound by its terms. If you act on behalf of a company or other entity, you warrant that you are duly authorized to enter into this Agreement on behalf of that company or other entity. If you did not obtain this copy of the Software legally and through purchase, immediately delete the Software from your system and destroy any copies. If you are aware of any individuals or entities who are using the Copernic Desktop Search Lite (freeware) in a government, business, academic, or nonprofit environment, or who have acquired the Software in any illegal manner, please advise us by emailing salessupport@copernic.com or calling 888.725.2271 or 418.524.4661.

BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “I DISAGREE” BUTTON. IF YOU SELECT THE “I DISAGREE” BUTTON, YOU ARE NOT PERMITTED TO USE THE SOFTWARE.

DEFINITIONS

a. “Copernic”, “Supplier”, “us”, “our” and “we” means Copernic, a division of N. Harris Computer Corporation.

b. “Agreement” means this agreement and any other document incorporated herein by reference.

c. “Licensee”, “you”, and “your” shall be used interchangeably to refer to a person(whether an individual or an entity) that has been duly granted a license for the use of the Software, or such person’s duly authorized user of the Software.

d. “User” shall refer to one licensee and one device. The use of multiple devices by a single licensee shall require the equivalent number of users to be purchased.

GRANT OF LICENSE; UPGRADES, SUPPORT AND MAINTENANCE

a. The Software is licensed to you by Copernic. In consideration of your payment of the applicable license, maintenance and support fees, Copernic grants to you a limited, personal, non-exclusive, non-assignable right to use the Software solely as described in this Agreement and as described in the Software documentation. The license granted to the Licensee pertaining to the Software may not be sublicensed to, commercially distributed or shared with any other party without the prior written consent of Copernic. This Agreement does not grant the Licensee any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, functions or licenses in respect of the Software.

b. Initial Installation
You may install and use copies of the Software, up to, but not to exceed, the number of licenses shown on your purchase record.

c. Additional Installations
Upon payment and receipt of the appropriate fees to Copernic, Licensee may install the Software equal to the additional number of seats purchased. Requests and payment for additional installations can be made by calling 888.725.2271 or 418.524.4661.or by sending an email to salessupport@copernic.com

d. Free Trials and Evaluation Installations
You may install and use one copy of the Software on your device. You may use the Software only to demonstrate and internally evaluate it. You may not use the Software in a live operating environment unless you have purchased an actual license. TIME-SENSITIVE SOFTWARE: The Software will stop running 30 days after you activate it. You will receive notice within 30 days before it stops running. You may not be able to access data used with the software when it stops running. The license rights granted under this agreement are limited to the first thirty (30)days commencing after you first install the Software unless you purchase a licensed copies and supply information required to activate your licensed copy in the manner described during the setup sequence of the Software. You can activate the Software through the use of the Internet or telephone; toll charges may apply. You may also need to reactivate the Software if you modify your computer hardware or alter the Software. There are technological measures in this Software that are designed to prevent unlicensed use of the Software. Copernic will use those measures to confirm you have a legally licensed copy of the Software. If you are not using a licensed copy of the Software, you are not allowed to install the Software or future Software updates. Copernic will not collect any personally identifiable information from your computer during this process.

e. Registrations
In the event you chose to purchase, download, evaluate, or otherwise access any of the Software products available from Copernic, you may be required to provide certain registration information to Copernic and accept the Copernic End User License Agreement. In consideration of your access to the Software Products, you represent that you are of legal age to form a binding contract and are not a person barred from receiving such products under the laws of theUnited States, Canada, or other applicable jurisdiction. You also agree to provide true, accurate, current, and complete information about yourself as prompted by the software or the websites download the registration form (the “Registration Information”) and maintain and promptly update the Registration Information to keep it current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, Copernic has the right to suspend or terminate your registration and related Copernic account and refuse any and all current or future use of the Software.

Updates, Enhancements, Upgrades, Support and/or Maintenance
Updates are included. You are not entitled to any enhancements, upgrades or modifications to the Software or any support or maintenance services unless you have entered into an agreement for such software and/or services and are in good standing under such agreement, in which case you may be entitled to receive the software and services set forth therein. Notwithstanding the foregoing, Copernic may modify the Software (including degradation of features or performance) at any time and may require you to upgrade to such modified Software in order for you to continue using the Software. Copernic, at its sole discretion, will determine type , frequency, and notification parameters for updates or upgrades of the Software and the Software Documentation.

Written Licenses and Order of Precedence
In the event of a conflict between the terms and conditions of this License and any written, negotiated or, if clearly intended to supersede this EULA, a clickwrap or other pre-printed license executed by Copernic and you governing your use of the Software, such written license shall control. For example, the terms and conditions of such other license may allow you to install and use the Software on multiple computers, notwithstanding the foregoing or other provisions set forth in this License. Copernic reserves all rights not expressly granted to you.

Back-up Copies
The Licensee may make one copy of the Software exclusively for backup purposes where the Licensee’s system is inoperative. The Licensee must obtain Copernic’s prior written approval to make any additional copies.

Concurrent Use
A license for the Software may not be used concurrently on different computers by the same user or different users.

Right to Audit
Supplier shall have the right, with reasonable notice to Licensee, to audit Licensee’s use of the Software to assure compliance with the terms of this Agreement and any other agreements between the parties relating to the software. If an audit reveals the Licensee has underpaid fees to supplier , Licensee shall be invoiced for such underpaid fees based upon supplier’s price list in effect at the time the audit is completed. Licensee shall pay supplier an additional fee of 25% of the applicable unpaid fee disclosed by the audit. If the underpaid fees exceed 5% of the license fees previously paid by licensee , then Licensee shall also pay supplier’s reasonable cost of conducting the audit.

OWNERSHIP AND RESTRICTIONS
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Software are protected under applicable copyrights, patents, trademarks and other proprietary and/or intellectual property rights. The copying, redistribution, use or publication by you of any such matters or any part of the Software, except as otherwise expressly authorized by you, is strictly prohibited. We (and our suppliers and licensors) expressly reserve all intellectual property rights in all text, programs, products, processes, technology, content and other materials relating to the Software. Any and all logos, emblems, company names, product names and service names (“Trademarks”) referenced in or by the Software or accessible within any application of the Software are Trademarks of their respective owners. In particular, Copernic and the Copernic logo are registered trademarks of Copernic, Inc. You do not acquire permission to use any Trademark owned by Copernic or any third party Trademark referenced on in or by the Software, without express permission from the owner of the Trademark.

You may not: (i) delete the copyright notices or any other proprietary legends on or in the Software; (ii) decompile, modify, reverse engineer, disassemble or otherwise reproduce the Software, or create derivative works based on the Software; (iii) copy, rent, lend, lease, sublicense, distribute, assign, or commercially exploit the Software; (iv) use the Software in any manner that could damage, disable, overburden, or impair Copernic’s or any other party’s search services, servers, or other services; or (v) use the software to gain access to or upgrade to another version or type of the software.

The Software contains proprietary and copyrighted material and, in its human readable form, contains trade secrets and proprietary information owned by, or licensed to, Copernic. Title to, and ownership of, the Software and all intellectual property rights in the Software and the Software are, and shall remain, the sole property of Copernic and/or its licensors. However, copyrights on found , processed or retrieved documents, excerpts, abstracts and summaries of texts produced using the Software remain the exclusive property of the holder of copyrights on the original content found, processed or retrieved by the Software. Thus, neither Copernic nor the Licensee or user of the Software may claim copyrights on a found , processed or retrieved document, abstract or summary (or the contents thereof) resulting from the use of the Software, and no right is granted to either party as a result of the use of the Software.

The Licensee is prohibited from: (a) using, downloading or otherwise transmitting the Software to a location other than as authorized in the Agreement; (b) using the Software to provide service bureau, timesharing services, or shared processing services unless otherwise permitted in the Agreement; (c) permitting the use of the Software or by unauthorized persons; (d) exporting the Software into any country that does not have copyright laws that will protect the copyright of Copernic and any third party software vendors from whom its licensing rights derive; (e) removing, altering, covering or obscuring any confidentiality, trade secret, proprietary or copyright notices, trade-marks or other proprietary or identifying marks or designs, or designations from any component of the Software and delivery media; (f) translating, adapting, modifying, decompiling, reverse engineering, creating derivative works from, disassembling, unlocking, copying or recreating any component of the Software; (g) combining any portion of the Software with any other software, source codes, data, databases or technologies without the express written permission of Copernic; or (h) pledging, mortgaging, hypothecating, encumbering or offering as security in any manner the Agreement, any of the rights granted thereunder or any part of the Software or components thereof. Copernic reserves all rights not expressly granted in this Agreement. Each of the terms and conditions of this Agreement is material to the Agreement and failure of Licensee to comply with any of these terms and conditions will constitute sufficient cause for termination of the Agreement.

WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
ALL SOFTWARE, SOFTWARE DOCUMENTATION AND INFORMATION PROVIDED TO LICENSEE PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS, WITH ALL FAULTS”. COPERNIC DOES NOT PROVIDE ANY WARRANTIES WHATSOEVER, INCLUDING THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE , THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM, OR THAT THE SOFTWARE, SOFTWARE DOCUMENTATION, INFORMATION, OR OTHER MATERIALS SUPPLIED PURSUANT TO THIS SECTION 3 WILL FULFILL ANY OF LICENSEE’S PARTICULAR PURPOSES OR NEEDS. COPERNIC SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED. IN NO EVENT WILL COPERNIC OR ANY THIRD PARTY FROM OR TO WHOM COPERNIC HAS OBTAINED OR GRANTED MARKETING RIGHTS BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR (I) ANY LOSS OF TIME, REVENUES, PROFITS, OR GOODWILL, OR (II) ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THE USE OF, THE INABILITY TO USE, OR THE MISUSE OF THE SOFTWARE OR ANY THIRD PARTY SOFTWARE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE.

COPERNIC SHALL NOT BE LIABLE FOR ANY NON-AUTHORIZED ACCESS BY THE LICENSEE OR USER OF THE SOFTWARE TO INFORMATION SOURCES OR FOR THE NON-AUTHORIZED ACCESS TO DOCUMENTS OR WEB PAGES OF A NETWORK OR WEB SITE, INCLUDING THEIR TRESPASSING. COPERNIC SHALL ALSO NOT BE LIABLE FOR THE INTERRUPTION OR THE SLOWDOWN OF THE SERVICES OF A NETWORK OR WEB SITE SERVER THAT MAY BE POTENTIALLY CAUSED BY THE LICENSEE OR USER OF THE SOFTWARE.

IN NO EVENT SHALL COPERNIC BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR KEYWORDS OR ANY OTHER DATA COLLECTION AND USE BY WEB-BASED SEARCH ENGINES FOR SEARCHES CONDUCTED BY THEM THROUGH THE SOFTWARE.

IN NO EVENT SHALL COPERNIC BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR THE USE OF A NON-PROPRIETARY PLUG-IN THAT MAY BE ADDED TO THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES AND/OR THE EXCLUSION OF IMPLIED WARRANTIES, SO, FOR THOSE JURISDICTIONS, THE EXCLUSIONS IN THIS SECTION 3 MAY NOT APPLY TO THE LICENSEE AND THE LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

INDEMNIFICATION
You agree to indemnify and hold harmless Copernic and its subsidiaries and affiliates, and each of their employees, contractors, agents, officers, shareholders, owners, and directors, from any claim or demand, including reasonable attorneys’ fees, including costs of appeal, made by any third party in connection with or arising out of your use of the Software, your violation of any terms or conditions of this License, your violation of applicable laws, or your violation of the rights of any other person or entity.

TERM AND TERMINATION
This Agreement is effective unless and until terminated by either you or us. You may terminate this Agreement at any time. This License will terminate immediately without notice from Copernic if you fail to comply with any provision(s) of this Agreement. If you have licensed the Software under a subscription rate from Copernic, the License shall terminate upon the expiration of the subscription period. Upon termination, you must uninstall, remove, and delete all copies and installations of the Software. Upon termination of this Agreement, the pertinent sections and paragraphs of this Agreement related to a subsequent breach of this Agreement by you will survive the termination of the Agreement.

SUBLICENSING, DERIVATIVE WORKS AND RELATED MATTERS
This Agreement being personal to the Licensee, the license granted hereunder does not include the right to sublicense and may not be assigned, by operation of law or otherwise, or transferred. Any attempted assignment in derogation hereof shall be null and void. The Licensee may not loan, rent, or lease the Software. If Licensee unlawfully creates any derivative work based on the Software, then Copernic will be the owner of all such derivative works (and all intellectual property rights relating thereto) and any proceeds or profits derived therefrom by Licensee.

INJUNCTIVE RELIEF
The parties agree that if you utilize or otherwise use any of the Software in an unauthorized manner, or breach any terms or conditions of this Agreement, that such use or breach would have a devastating and serious impact on Copernic’s continuing ability to compete profitably and would, therefore, result in immediate and irreparable injury, loss or damage to Copernic. The parties agree that in such event, in addition to Copernic’s right to recover damages for a breach of this Agreement, Copernic would be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction to prevent the You, your employees, agents, consultants, or independent contractors from engaging in any further use of the Software or the continued breach of this Agreement.

PRIVACY
THE SOFTWARE DOES NOT ALLOW TRANSMISSION OF RESULT CONTENTS TO COPERNIC OR ANY OF COPERNIC’S PARTNERS FOR SEARCHES CONDUCTED BY THE LICENSEE ON LICENSEE’S COMPUTER OR NETWORK. IF THE SOFTWARE EVER REQUIRES COLLECTION AND PROCESSING OF DATA, SUCH AS USER’S PROFILE, LOCATION, FIELDS OF INTEREST AND TASTES, THESE DATA SHOULD BE PROCESSED ONLY BY THE LICENSEE’S COMPUTER AND SHALL NOT BE TRANSMITTED DELIBERATELY TO COPERNIC OR ANY OF COPERNIC’S PARTNERS UNLESS AUTHORISED BY THE LICENSEE AT INSTALLATION TIME.

See our Privacy Policy.

MISCELLANEOUS
This Agreement shall be governed and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein. The Licensee and Copernic agree to submit to the exclusive jurisdiction of the courts of the Province of Quebec in any dispute relating to this Agreement. Any cause of action by you with respect to the Software and/or this Agreement (and/or any information, goods or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly against either party. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. This Agreement constitutes the entire and only agreement between us and you and supersedes any and all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Software, the content, goods and services provided thereby, and the subject matter of this Agreement.

The previous statement shall not be interpreted to limit the right of Copernic to modify this Agreement for any update or upgrade of the Software.

THE FAILURE OF A PARTY TO INSIST ON THE PERFORMANCE OF AN OBLIGATION HEREUNDER SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH OBLIGATION OR OF ANY OTHER OBLIGATION. NO WAIVER OF THE TERMS AND CONDITIONS OF THIS AGREEMENT WILL BE VALID UNLESS MADE IN WRITING AND DULY EXECUTED BY AN OFFICER OF COPERNIC.

Licensee agrees to comply with all applicable international and national laws that may apply to the Software, including the Canadian and U.S. export regulations, as well as end user, end-use, and destination restrictions issued by Canadian, U.S. and other governments.

You may not use, acquire, ship, transport, export, or re-export the Software, except as authorized by Copernic and as permitted by applicable law. The Software may not be acquired, shipped, transported, exported, or re-exported (i) into any U.S. embargoed country, (ii) to a national or resident of any U.S. embargoed country, or (iii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

If the Software is supplied to or on behalf of the United States Government, then the Software is deemed to be “commercial software” as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for “restricted computer software”. All other terms and conditions of this License apply.

The headings in this Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.

The parties have agreed that this Agreement be drafted in the English language. Les parties ont convenu que cette Convention soit rédigée en langue anglaise.

You and we are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement or your use of the Software.

Notices should be sent to:

Copernic, a division of N. Harris Computer Corporation
1 Antares Drive
Suite 400
Ottawa (Ontario)
Canada K2E 8C4