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PowerWatch©
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3.
Grant of license(s). Subject to the terms and conditions set out in this Agreement and of your paying any
necessary fees for the Software or the Software media, ACR hereby grants to you, for each item of Software,
a personal, non-exclusive and non-transferable license to install and to use the object code of that Software
on no more than one personal computer at any given time, and to use the documentation supplied with the
Software (the "Documentation") solely in connection with this use. If you have paid Reseller for the
Software media, ACR shall grant you the license contemplated in this paragraph at no additional cost.
4.
Restrictions. You shall not (i) use the Software except as expressly permitted in this Agreement and for the
purposes contemplated by the Documentation, (ii) redistribute or authorize or acquiesce in the use of the
Software by any third party (other than consultants who need to use the Software in order to perform
services on your behalf), or (iii) attempt to defeat any protection method designed to prevent the
unauthorized use of the Software. You shall not copy or reproduce the Software except to make one archival
copy to be stored in a secure location and used for back-up purposes only. For the purposes of this
provision, "copy" shall not include copying that naturally results from the authorized use of the Software or
in the course of making regular back-ups of the computer or system on which the Software is installed.
5.
Confidentiality. The Software and Documentation contains information that is confidential and proprietary
to ACR. Upon receipt of your written request, ACR shall provide you with any information about the
Software in its possession or control that you require to operate the Software in conjunction with any other
software or equipment that you use in your business. You shall not: remove any notices, labels or marks
from the Software; deliver, disclose, convey, either directly or indirectly, the contents of the Software to any
third party; or alter, modify, translate, decompile, disassemble, or reverse engineer the whole or any part of
the Software, without first obtaining the express written consent of ACR.
6.
One Year Warranty. ACR warrants that it shall use reasonable commercial efforts to resolve any problem
with the Software of which you notify ACR during the warranty period that precludes the Software from
operating substantially in accordance with its Documentation. The warranty period for the Software is one
year. Unless you acquired the Software from an authorized ACR Reseller ("Reseller"), the warranty period
commences on the date of shipment of the Software from ACR's facility. If you bought the Software media
from a Reseller, we will delay the commencement of the warranty until the date the Software was shipped to
you by the Reseller, provided that within 90 days of the Software being shipped to you, you or the Reseller
provide us with the serial number of the Software, your name, and the date of shipment. In no event
shall ACR be responsible for any problem with the Software or damage caused by the Software if the
problem or damage is due to: (a) a modification of the Software made or required by any person other than
ACR or its agents; (b) its use in association with other software or hardware (other than software or
hardware with which the Documentation specifically indicates it is compatible); (c) its use in a manner or for
an activity not contemplated by its Documentation; (d) electrical supply, wiring or network problems; (e) the
improper use or installation of the Software; (f) abnormal environmental conditions; or (g) the wilful or
negligent acts of any person other than ACR or its agents. If ACR is unable to resolve any problem
contemplated by this warranty provision, ACR, or the Reseller, as the case may be, shall refund to you the
monies you paid to it to acquire the Software. If there is a defect in the media on which the Software was
supplied you may contact ACR during the warranty period, obtain a Return Merchandise Authorization
("RMA") and upon receipt of the defective media, the dated proof of purchase and the RMA, ACR shall
replace the defective media at no charge. This paragraph sets out your sole remedy for the breach of the
warranty set out herein.
7.
No Additional Warranties: to the maximum extent permitted by applicable law the warranty set out in
paragraph 6 is the only warranty, made with respect to the Software, and no other warranty, representation or
condition either express or implied, including without limitation, any implied warranty or condition of
merchantability, non-infringement, performance, durability or fitness for a particular purpose or use shall
apply. ACR does not warrant that the Software will operate on a continuous and trouble free basis. You are
responsible for selecting the software that will achieve your desired results, and for the installation, use and
results obtained from the Software.
8.
No Liability. To the maximum extent permitted by applicable law, in no event shall the aggregate liability
of ACR, its suppliers and Reseller to you exceed the amount you have paid to acquire the Software and
Software media, and in no event shall ACR, its suppliers, or Reseller be liable for any indirect, incidental,
consequential, or special damages, including without limitation any damages for lost profits or savings,
regardless of whether they have been advised of the possibility of such damage. Except to the extent that
the laws of a competent jurisdiction requires liabilities beyond and despite these limitations, exclusions and
disclaimers, these limitations, exclusions and disclaimers shall apply whether an action, claim or demand
arises from a breach of warranty or condition, breach of contract, negligence, strict liability or any other kind
of civil or statutory liability connected with or arising from this Agreement.
9.
Termination for Breach of Agreement: The Software is protected by copyright laws and International
treaty provisions. There are severe penalties, both civil and criminal, for copyright infringement. Any
breach of this Agreement could cause ACR irreparable harm. If you fail to comply with any of the terms of
this Agreement, all licenses granted hereunder shall automatically terminate without notice, and ACR may
2007 ACR Systems Inc.
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