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

This Agreement (the “Agreement”) is a legal agreement between you and N. Harris Computer Corporation, operating through its division doing business as Copernic (“Copernic”), governing your use of Copernic’s  software, including any trial or evaluation version thereof, all related documentation, and all other associated materials. The foregoing includes, without limitation, any proprietary plug-ins provided in binary executable form only (collectively, the “Software”).

By installing or using the Software, whether under a paid license or during the free evaluation period, you acknowledge that you have read this Agreement, understand its terms, and agree to be bound by them. If you are acting on behalf of a company or other legal entity, you represent and warrant that you are duly authorized to enter into this Agreement on behalf of that entity and to bind it to these terms. If you did not obtain this copy of the Software lawfully, you must immediately uninstall and delete the Software from your system and destroy all copies in your possession or control. Use of Copernic Desktop Search Lite (freeware) in any government, business, academic, or nonprofit environment is strictly prohibited.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING “I ACCEPT”. BY CLICKING “I ACCEPT”, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOU BECOME A PARTY TO IT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK “I DISAGREE”. IF YOU SELECT “I DISAGREE”, YOU ARE NOT PERMITTED TO INSTALL OR USE THE SOFTWARE.

DEFINITIONS

a. “Copernic”, “Supplier”, “us”, “our” and “we” means N. Harris Computer Corporation, operating through its division doing business as Copernic.

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

c. “Licensee”, “you”, and “your” refer to the individual or entity that has been granted a license by Copernic for the use of the Software, including any user authorized by such individual or entity to use the Software on their behalf.

d. “User” means a single licensed individual using the Software on a single designated device. Each additional device on which the Software is installed or used constitutes an additional user.

GRANT OF LICENSE; UPGRADES, SUPPORT AND MAINTENANCE

a. Grant of License. Subject to the terms and conditions of this Agreement, and in consideration of your payment of the applicable license, maintenance, and support fees, Copernic hereby grants to you a limited, personal, non-exclusive, non-transferable, non-sublicensable right to install and use the Software solely in accordance with this Agreement and the accompanying Software documentation, for the duration of the license term specified in post-purchase invoice. The license granted hereunder may not be sublicensed, commercially distributed, or shared with any third party without the prior written consent of Copernic. For greater certainty, nothing in this Agreement grants you any rights in or to any patents, copyrights, trade secrets, trade names, or trademarks (whether registered or unregistered) embodied in or related to the Software.

b. Initial Installation. You may install and use the Software on up to the number of devices specified in your applicable order form or purchase order. You may not exceed the number of licenses purchased.

c. Additional Installations. You may purchase additional User licenses to install and use the Software on additional devices. To request additional licenses, please submit your request to [email protected]. Additional licenses will be made available upon Copernic’s receipt of the applicable fees. The total number of devices on which the Software is installed must not exceed the total number of User licenses held by you at any given time.

d. Free Trials and Evaluation Installations

IMPORTANT NOTICE REGARDING DATA ACCESS: YOU MAY NOT BE ABLE TO ACCESS DATA USED WITH THE SOFTWARE ONCE THE TRIAL PERIOD EXPIRES. YOU SHOULD ENSURE YOU HAVE AN INDEPENDENT COPY OF ANY DATA USED DURING THE EVALUATION PERIOD BEFORE THE SOFTWARE STOPS RUNNING. You may install and use one copy of the Software on your device solely 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 thirty (30) days after acquiring it. You will receive notice prior to the Software stopping. The license rights granted under this Agreement are limited to the first thirty (30) days commencing after You first acquire the Software, unless you purchase a licensed copy and supply the information required to activate your licensed copy in the manner described during the setup sequence of the Software. You may activate the Software through the Internet. 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 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 permitted to install the Software or receive future Software updates. Copernic will not collect any personally identifiable information from your computer during this process.

e. Registrations. If you choose to purchase, download, evaluate, or otherwise access any Software products available from Copernic, you may be required to provide certain registration information. In consideration of your access to the Software, 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 Canada, the United States, or other applicable jurisdiction. You agree to provide true, accurate, current, and complete information about yourself as prompted during the registration process (the “Registration Information”), and to 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 account and refuse any current or future use of the Software.

Updates, Enhancements, Upgrades, Support and/or Maintenance
Updates are included with your license. You are not entitled to any enhancements, upgrades, or modifications to the Software, or any support or maintenance services, unless you have entered into a separate 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 at any time and may require you to upgrade to such modified Software in order to continue using the Software. Copernic will, at its sole discretion, determine the type and frequency of updates or upgrades to the Software and the Software documentation.

Written Licenses
Copernic reserves all rights not expressly granted to you under this Agreement.

Back-up Copies
You are expressly prohibited from making any copy of the Software, in whole or in part, in any form or by any means, for any purpose whatsoever. Any unauthorized copy shall be deemed a material breach of this Agreement entitling Copernic to immediately terminate your license without notice or refund.

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
Copernic shall have the right to audit your use of the Software to confirm compliance with the terms of this Agreement and any other agreements between the parties relating to the Software. If an audit reveals that you have underpaid fees to Copernic, you shall be invoiced for such underpaid fees based upon Copernic’s price list in effect at the time the underpayment occurred. You shall also pay Copernic an additional fee equal to 25% of the applicable underpaid fees disclosed by the audit. If the underpaid fees exceed 5% of the license fees previously paid by you, you shall also reimburse Copernic’s reasonable costs 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 under this Agreement, is strictly prohibited. Copernic (and its suppliers and licensors) expressly reserves 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. You do not acquire permission to use any Trademark owned by Copernic or any third party Trademark referenced 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 circumvent or bypass any access controls or licensing mechanisms in order to gain unauthorized access 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 therein 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 nor any 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 additional rights are granted to either party beyond those expressly set out in this Agreement as a result of the use of the Software.

Feedback and Improvements. If you provide Copernic with any suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback relating to the Software (collectively, “Feedback”), you hereby assign to Copernic all right, title, and interest in and to such Feedback, excluding any pre-existing intellectual property rights you may hold, including all intellectual property rights in the Feedback itself. Copernic shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback in any manner without restriction, without any obligation of confidentiality, attribution, or compensation to you. You represent and warrant that, to the best of your knowledge, any Feedback you provide does not infringe the intellectual property rights of any third party, and that you have the right to make such assignment.

You are prohibited from: (a) using, downloading or otherwise transmitting the Software to a location other than as authorized in this Agreement; (b) using the Software to provide service bureau, timesharing services, or shared processing services unless otherwise permitted in this Agreement; (c) permitting the use of the Software 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 this 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.

AI TOOLS AND THIRD-PARTY LARGE LANGUAGE MODEL (LLM) INTEGRATION

Copernic offers optional AI-powered features within the Software (the “AI Tools”), including but not limited to natural language search, synonym-based search assistance, document translation, document summarization, and audio/video caption extraction. These AI Tools are made available through integration with third-party Large Language Model (LLM) providers, each referred to herein as a “Third-Party LLM Provider”. THE AI TOOLS ARE PROVIDED STRICTLY ON AN “AS IS, WITH ALL FAULTS” BASIS. COPERNIC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE AI TOOLS OR ANY OUTPUT GENERATED THROUGH THEM. AI-GENERATED OUTPUTS MAY BE INACCURATE, INCOMPLETE, OR MISLEADING AND SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENT VERIFICATION. USE OF THE AI TOOLS IS ENTIRELY AT YOUR OWN RISK.

a. User Responsibility for Third-Party LLM Subscription and API Key

To activate and use the AI Tools, you must independently obtain a valid and supported subscription and/or API key from a Third-Party LLM Provider. Copernic does not provide, manage, or control any Third-Party LLM Provider’s services, subscription terms, or API access. Copernic reserves the right to modify, suspend, or discontinue support for any Third-Party LLM Provider at any time, without prior notice and without any liability to you. By entering your API key into the Software and enabling the AI Tools, you represent and warrant that:

(i) You have a valid, active subscription and/or license with the applicable Third-Party LLM Provider that authorizes the intended use;

(ii) Your use of the Third-Party LLM Provider’s services through the Software is in full compliance with that provider’s terms of service, acceptable use policies, data processing agreements, and any other applicable agreements between you and such provider (collectively, the “LLM Provider Terms”); and

(iii) You have reviewed and accepted the LLM Provider Terms prior to enabling the AI Tools within the Software.

b. Compliance with Organizational and Legal Obligations

You are solely responsible for ensuring that your use of the AI Tools complies with all applicable laws, regulations, and internal organizational policies, including but not limited to policies governing the handling, uploading, processing, or sharing of confidential, proprietary, or sensitive documents with third-party systems or artificial intelligence platforms. Copernic makes no representation as to whether the AI Tools, or your use thereof, are permitted under your organization’s internal policies or applicable law. If your organization restricts or prohibits the use of AI or LLM-based tools for document processing, it is your sole responsibility to comply with such restrictions before enabling or using the AI Tools. You agree to indemnify, defend, and hold harmless Copernic and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to your use of the AI Tools, your violation of any applicable law or regulation in connection therewith, or your breach of any organizational policy governing the use of AI or LLM-based services.

c. Data Transmission to Third-Party LLM Providers

You acknowledge and agree that when you use the AI Tools, certain content — including but not limited to document text, search queries, and audio/video content — may be transmitted to and processed by the applicable Third-Party LLM Provider in order to deliver the requested AI Tool functionality. Copernic does not control, review, store, or assume responsibility for how the Third-Party LLM Provider collects, uses, stores, or processes any such content. You assume full responsibility for any data or content you choose to submit through the AI Tools.

d. Copernic’s Limitation of Liability for AI Tools

COPERNIC SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, CLAIMS, OR LIABILITIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, ARISING FROM OR RELATED TO: (i) YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON ANY AI TOOL OR ANY OUTPUT GENERATED THEREBY; (ii) ANY INACCURACY, ERROR, OMISSION, OR MISLEADING CONTENT IN ANY OUTPUT GENERATED BY A THIRD-PARTY LLM PROVIDER; (iii) ANY BREACH BY YOU OF THE LLM PROVIDER TERMS OR ANY ORGANIZATIONAL POLICY APPLICABLE TO YOUR USE OF AI OR LLM-BASED SERVICES; (iv) ANY UNAUTHORIZED PROCESSING, DISCLOSURE, OR LOSS OF DATA RESULTING FROM THE TRANSMISSION OF CONTENT TO A THIRD-PARTY LLM PROVIDER; (v) ANY SUSPENSION, TERMINATION, OR MODIFICATION OF YOUR ACCESS TO A THIRD-PARTY LLM PROVIDER’S SERVICES; OR (vi) ANY MODIFICATION, SUSPENSION, OR DISCONTINUATION BY COPERNIC OF SUPPORT FOR ANY THIRD-PARTY LLM PROVIDER. THE FOREGOING EXCLUSIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COPERNIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AI TOOLS ARE PROVIDED AS AN OPTIONAL CONVENIENCE FEATURE ON AN “AS IS, WITH ALL FAULTS” BASIS, WITHOUT WARRANTY OF ANY KIND. COPERNIC DOES NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY LLM PROVIDER OR THE OUTPUTS PRODUCED THROUGH THEIR SERVICES. COPERNIC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT WITH RESPECT TO THE AI TOOLS OR ANY OUTPUT GENERATED THEREBY. COPERNIC RESERVES THE RIGHT TO MODIFY, SUSPEND, OR DISCONTINUE THE AI TOOLS, IN WHOLE OR IN PART, AT ANY TIME AND WITHOUT PRIOR NOTICE OR LIABILITY TO YOU.

WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
ALL SOFTWARE, SOFTWARE DOCUMENTATION AND INFORMATION PROVIDED TO YOU 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 AGREEMENT WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. COPERNIC SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT WILL COPERNIC OR ANY THIRD PARTY FROM OR TO WHOM COPERNIC HAS OBTAINED OR GRANTED MARKETING RIGHTS BE LIABLE TO YOU 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, EVEN IF COPERNIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL COPERNIC’S TOTAL AGGREGATE LIABILITY TO YOU OR ANY OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COPERNIC IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

COPERNIC SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS BY YOU OR ANY USER OF THE SOFTWARE TO INFORMATION SOURCES, DOCUMENTS, OR WEB PAGES OF A NETWORK OR WEBSITE. COPERNIC SHALL ALSO NOT BE LIABLE FOR ANY INTERRUPTION OR SLOWDOWN OF THE SERVICES OF A NETWORK OR WEBSITE SERVER CAUSED BY YOU OR ANY USER OF THE SOFTWARE.

IN NO EVENT SHALL COPERNIC BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY ISSUES ARISING FROM THE USE OF A NON-PROPRIETARY PLUG-IN 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. FOR THOSE JURISDICTIONS, THE EXCLUSIONS SET OUT IN THIS SECTION MAY NOT APPLY TO YOU, AND YOU MAY ALSO HAVE ADDITIONAL RIGHTS THAT VARY BY JURISDICTION.

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

TERM AND TERMINATION
This Agreement is effective from the date you first install or use the Software and continues until terminated in accordance with this section. You may terminate this Agreement at any time by uninstalling and deleting all copies of the Software from your devices. This Agreement will terminate immediately and without notice from Copernic if you fail to comply with any provision of this Agreement. If you have licensed the Software under a subscription, the license shall terminate upon the expiration of the applicable subscription period unless renewed in accordance with the applicable order form or purchase order. Upon termination for any reason, you must immediately uninstall, remove, and delete all copies and installations of the Software from all devices and destroy any remaining copies in your possession or control. All fees paid prior to termination are non-refundable unless otherwise required by applicable law. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY EXPRESSLY AND IRREVOCABLY RENOUNCE YOUR RIGHT TO UNILATERALLY RESILIATE THIS AGREEMENT PURSUANT TO ARTICLE 2125 OF THE CIVIL CODE OF QUEBEC, OR ANY ANALOGOUS PROVISION OF APPLICABLE LAW. YOU ACKNOWLEDGE THAT THIS RENUNCIATION IS MADE FREELY, WITH FULL KNOWLEDGE OF ITS CONSEQUENCES, AND THAT TERMINATION OF THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY THE TERMS SET OUT IN THIS SECTION.

SURVIVAL
The following provisions shall survive the expiration or termination of this Agreement for any reason: Definitions, Ownership and Restrictions, Warranties, Disclaimers and Limitation of Liability, Indemnification, Injunctive Relief, and any other provisions that by their nature are intended to survive termination. Termination of this Agreement shall not limit either party’s liability for obligations accrued prior to termination or for any breach of this Agreement occurring before the effective date of termination.

SUBLICENSING, DERIVATIVE WORKS AND RELATED MATTERS
This Agreement is personal to you. The license granted hereunder does not include the right to sublicense and may not be assigned, transferred, or otherwise disposed of, by operation of law or otherwise, without the prior written consent of Copernic. Any attempted assignment without such consent shall be null and void. You may not loan, rent, or lease the Software. If you create any derivative work based on the Software without Copernic’s prior written authorization, Copernic shall be the sole and exclusive owner of all such derivative works and all intellectual property rights relating thereto, together with any proceeds or profits derived therefrom.

INJUNCTIVE RELIEF
You acknowledge that any unauthorized use of the Software or breach of any terms of this Agreement would cause immediate and irreparable harm to Copernic for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Copernic shall be entitled to seek equitable relief, including a temporary restraining order, preliminary injunction, or other injunctive relief, without the requirement to post bond or other security, to prevent you, your employees, agents, consultants, or independent contractors from engaging in any further unauthorized use of the Software or continued breach of this Agreement.

PRIVACY
The Software does not transmit the contents of your search results to Copernic or any of Copernic’s partners. If the Software requires the collection and processing of any personal data, including your profile, location, fields of interest, or preferences, such data shall be processed locally on your device and shall not be transmitted to Copernic or any of Copernic’s partners without your prior authorization. For full details on how Copernic collects, uses, and protects your personal data, please refer to 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.

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
Canada K2E 8C4