Canner Inc. End User License Agreement

READ THE TERMS OF THIS END USER LICENSE AGREEMENT GOVERNING THE USE OF THE SOFTWARE AND RELATED DOCUMENTATION CAREFULLY BEFORE USING THE SOFTWARE. EXPRESSLY ACCEPTING THIS EULA BY CLICKING A BOX OR BY DOWNLOADING, INSTALLING, ACTIVATING AND/OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO COMPLY WITH AND ARE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, YOU MUST NOT ACCEPT THIS EULA AND THE SOFTWARE SHOULD NOT BE INSTALLED ON YOUR COMPUTER. IF YOU DO NOT INSTALL THIS SOFTWARE, PLEASE DESTROY OR DELETE ALL COPIES IN YOUR POSSESSION.

1. Introduction and Acceptance.

This Canner End User License Agreement (the "EULA") is a legal agreement between you (either an individual or an entity) and Canner, Co., Ltd. with offices at 7F.-2, No. 33, Sec. 1, Minsheng Rd., Banqiao Dist., New Taipei City 220, Taiwan (R.O.C.) (the "Licensor" or “Canner”) regarding the use of the Licensor's software entitled CannerFlow (the "Software") and any upgrades, updates, patches, hotfixes, modules, routines, feature enhancements and additional versions of the Software that replace or supplement the original Software (collectively, the “Updates”). The “Software” shall mean collectively the Software program and Updates and any copies thereof. This EULA, in and of itself, does not entitle you to any updates at any time in the future. If an employee of you ("Employee") is licensing the Software and is agreeing to this EULA on behalf of you, the Employee REPRESENTS AND WARRANTS TO THE LICENSOR THAT HE/SHE IS AUTHORIZED TO AGREE TO THIS EULA ON BEHALF OF YOU, AND TO SO BIND, YOU. In this EULA, "you" and "your" shall mean, as applicable according to the preceding sentence, either the individual licensing the Software on his/her own behalf or the entity on behalf of which the Employee is agreeing to this EULA.

2. Grant of License.

The Software is licensed to you, not sold. Subject to the terms and conditions of this EULA and the restrictions set forth below, the Licensor grants you a non-exclusive, limited, non-transferable, and non-assignable license during the License Term (defined below) to install and use one (1) copy of the specified version of the Software in object code format, solely for the purpose of developing, testing, prototyping and demonstrating IT applications, and also for commercial or production use except on a "service bureau" basis, on only one computer for use by one person. The rights granted herein are limited to the Licensor’s, and its licensors' and suppliers’ intellectual property rights in the Software and do not include any other third party’s intellectual property rights. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. Software and documentation, if available, may be accessed online at the Licensor website.

3. Ownership.

The Software is a valuable property of the Licensor, its licensors and/or its suppliers, protected by copyright and other intellectual property laws and treaties. The Licensor, its licensors and/or its suppliers own all rights, titles and interests in and to the Software, including but not limited to copyright and any other intellectual property rights. The license granted hereunder does not constitute a transfer or sale of the Licensor's ownership rights in or to the Software. Except for the license rights granted above, the Licensor retains all right, title and interest in and to the Software and in all related content, materials, copyrights, trade secrets, patents, trademarks, derivative works and any other intellectual and industrial property and proprietary rights, including moral rights, registrations, applications, renewals and extensions of such rights. You are not an owner of a copy of the Software. The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties.

4. Certain Additional License Restrictions.

YOU MAY NOT, AND YOU AGREE NOT TO, RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN OR OTHERWISE TRANSFER OR MAKE AVAILABLE THE SOFTWARE OR ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THIS EULA. You may not, and you agree not to authorize or permit any third party to: (i) use the Software, in whole or in part, for any purpose other than the purpose provided in this EULA, unless such use by third party is solely on your behalf, is strictly in compliance with the terms and conditions of this EULA, and you are liable for any breach of this EULA by such third party(a “Permitted Third Party”); (ii) reverse engineer, decompile, disassemble or attempt to discover the source code of or any trade secrets related to the Software, in whole or in part, except to the extent the foregoing restriction is expressly prohibited by applicable law, or allow any person or entity to do so; (iii) remove, alter or destroy any copyright notices, patent marking or other proprietary markings on the Software, in whole or in part; (iv) alter, translate, modify or adapt the Software, merge the Software into another program or create derivative works based on the Software; (v) copy, distribute, reproduce, republish, upload, post or transmit the Software, in whole or in part, in any way without the Licensor's written authorization, except that you may make one copy of the Software for archival or back-up purposes only; (vi) circumvent or attempt to circumvent any methods employed by the Licensor to control access to the components, features or functions of the Software, in whole or in part; or (vii) print copies of any user documentation provided in "online" or electronic form. You may not, and you agree not to (a) use the Software to provide third party training or (b) disclose to any third party any results of Software benchmark tests.

5. Updates.

This EULA, in and of itself, does not entitle you to any Updates at any time in the future. Any Updates on the Software are governed by this EULA unless separate license terms are provided with such Updates, in which case, such separate terms will govern.

6. Non-Transferability.

Except for Permitted Third Party, you may not distribute, sublicense, assign, share, sell, grant a security interest in, or otherwise transfer the Software or your license to use the Software without the prior written consent of the Licensor.

7. Open Source Software.

The Software may come bundled or otherwise be distributed with open source or other third party software, which is subject to the terms and conditions of the specific license under which it is distributed. THE OPEN SOURCE SOFTWARE COMPONENTS IS PROVIDED BY THE LICENSOR “AS IS” WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE OPEN SOURCE SOFTWARE COMPONENTS, THE LICENSOR SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE OPEN SOURCE SOFTWARE COMPONENTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Use of Forums and Public Communication.

The Licensor may, but is not obligated to, monitor or review any areas on the Canner websites where you transmit or post communications ("Communications") or communicate solely with each other, including but not limited to chat rooms, questions & answers, bulletin boards or other user forums, and the content of any such Communications. The Licensor, however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. The Licensor retains the right to remove messages that include any material the Licensor deems abusive, defamatory, obscene or otherwise unacceptable. You may be providing content for an international audience. The Licensor does not control or endorse the content, messages or information found in any Communications and, therefore, the Licensor specifically disclaims any liability with regard to the Communications and any actions resulting from your participation in any Communications. Managers and hosts are not authorized Canner spokespersons, and their views do not necessarily reflect those of the Licensor.

9. Confidentiality.

You shall hold in the strictest confidence the Software and any related materials or information including, but not limited to, any technical data, research, product plans or know-how provided by the Licensor to you, either directly or indirectly in writing, orally or by inspection of Software or tangible objects ("Confidential Information"). You shall not disclose any Confidential Information to third parties, including any of your employees who do not have a need to know such information for the purposes of this EULA and you shall take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. You shall immediately notify the Licensor in the event of any known or suspected unauthorized use or disclosure of the Confidential Information.

10. WARRANTY DISCLAIMER.

THE SOFTWARE IS PROVIDED AT NO COST AND ON AN "AS IS" BASIS WITH NO WARRANTY WHATSOEVER. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. WITHOUT LIMITING THE FOREGOING, THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS. THE LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT.

11. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES WILL THE LICENSOR BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, THE RECOVERY OF SUCH DATA, SYSTEMS(S) OR NETWORK(S), OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY EXCLUSIVE REMEDY. IN NO EVENT SHALL THE LICENSOR"S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS EULA EXCEED ONE HUNDRED DOLLARS ($US 100.00). THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES SHALL NOT APPLY TO LIABILITY FOR PERSONAL INJURY TO YOU. The foregoing warranty disclaimer and limitation of liability will apply to the maximum extent permitted by applicable law.

12. Indemnification.

You, at your expense, shall defend and indemnify the Licensor against any claim, action or proceeding brought against the Licensor which arises from or is in any manner connected with your unauthorized use of the Software or that arises from your breach of any provision of this EULA.

13. Right to Preliminary and Injunctive Relief.

You agree that money damages would be an inadequate remedy for the Licensor in the event of a breach or threatened breach by you of the provisions set forth in this EULA; therefore, you agree that in the event of a breach or threatened breach of any such provisions, the Licensor may, in addition to any other remedies to which it is entitled, be entitled to such preliminary or injunctive relief (including an order prohibiting you from taking actions in breach of such provisions), without the need for posting bond, and specific performance as may be appropriate to preserve all of the Licensor’s rights. All rights and remedies afforded the Licensor by law shall be cumulative and not exclusive.

14. Export Restrictions.

You acknowledge that the Software is subject to U.S. export restrictions, as well as the laws of the country where it is delivered or used. You agree to comply with all applicable laws and regulations that apply to the Software, including without limitation the U.S. Export Administration Regulations. Under these laws, the Software may not be sold, leased or transferred to embargoed countries (currently Cuba, Iran, North Korea, Sudan and Syria), other restricted countries, restricted end-users, or for restricted end-uses. You specifically agree that the Software will not be used for activities related to weapons of mass destruction, including but not limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. You may not export or re-export the Software without (i) the prior written consent of the Licensor; and (ii) complying with applicable export control laws and obtaining any necessary permits and licenses.

15. Audit Right.

The Licensor may audit your compliance with the terms of this EULA and your use of the Software. You agree to grant the Licensor a right to access to your facilities, equipment, books, records and documents and to otherwise reasonably cooperate with the Licensor in order to facilitate any such audit by the Licensor or its agent authorized by the Licensor.

16. Assignment.

You may not assign or transfer its interests, rights or obligations under this EULA, in whole or in part, whether voluntarily, by contract, or by merger (whether that party is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or order, or otherwise. Any attempt to assign this EULA without prior written consent from an authorized executive officer of the Licensor shall be null and void.

17. Termination.

This EULA shall be effective upon your agreement to the terms of this EULA and SHALL TERMINATE UPON THE EARLIER OF: (i) YOUR FAILURE TO COMPLY WITH ANY TERM OF THIS EULA; OR (ii) TWELVE (12) MONTHS THEREAFTER ("License Term"). Licensee may be granted with a twelve (12) months renewal period at the end of every one-year license term upon request to the Licensor. The Licensor’s rights and your obligations shall survive the termination of this EULA. Upon termination of this EULA by the Licensor, all licenses granted hereunder shall automatically terminate and you must immediately cease use of the Software and destroy all copies of the Software and all of its component parts. You shall certify in writing to the Licensor that all copies of the Software, or any portion thereof, have either been returned to the Licensor or otherwise destroyed or deleted from any of your computer libraries or storage devices. The Licensor will not have any obligation upon the termination of this EULA to refund any portion of any license fee.

18. No Waiver.

No waiver of breach or failure to exercise any option, right, or privilege under the terms of this EULA on any occasion by the Licensor shall be construed to be a waiver of a subsequent breach or right to exercise any option, right, or privilege.

19. General.

This EULA is governed by the laws of Taiwan, the Republic of China, excluding any conflicts of laws principles. Any dispute, controversy, difference or claim arising out of, relating to, or in connection with this EULA, or the breach, termination or invalidity thereof, shall be exclusively and finally settled by arbitration referred to the Chinese Arbitration Association, Taipei in accordance with the Chinese Arbitration Association’s arbitration rules. The seat of arbitration shall be Taipei, Taiwan. The language of arbitration shall be English or, if both parties so agree, Mandarin Chinese. The arbitral award shall be final and binding upon you and the Licensor.. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this EULA shall remain in full force and effect. The headings in this EULA are inserted for convenience only and do not affect its interpretation. This EULA constitutes the final, complete and exclusive agreement between the parties with respect to your use of the Software and supersedes any prior or contemporaneous representations or agreements, whether written or oral. Any company names, logos, and product names displayed in the Software are subject to United States' and international copyright, trademark and intellectual property laws and you may not use, reproduce or distribute any such company names, logos or product names without the express written consent of their respective owners.

20. Questions.

Should you have any questions concerning this EULA, or if you desire to contact the Licensor for any reason, please contact [email protected].

BY ACCEPTING THIS EULA BY CLICKING A BOX INDICATING THAT YOU HAVE READ AND CONSENT TO BE BOUND BY THE TERMS OF THIS EULA, AND THAT, IF AGREEING ON BEHALF OF AN ENTITY, THE PERSON SO AGREEING IS PERSONALLY REPRESENTING AND WARRANTING THAT HE/SHE IS AUTHORIZED TO DO SO. IF YOU HAVE NOT READ THIS EULA, OR YOU DO NOT AGREE TO BE LEGALLY BOUND BY ITS TERMS OR ARE NOT SO AUTHORIZED, YOU MUST NOT ACCEPT THIS EULA.