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ABySS
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Copyright 2009 Genome Sciences Centre
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All rights reserved.
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Abyss SOFTWARE LICENSE AGREEMENT (ACADEMIC USE)
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CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. This License
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Agreement (the "Agreement") is a legal contract between you, your
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employer, educational institution or organization (collectively, "You")
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and the British Columbia Cancer Agency ("BCCA") with respect to the
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license of ABySS, including all associated
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documentation (collectively, the "Product").
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BCCA is willing to license the Product to You only if You accept the
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terms and conditions of this Agreement. By clicking on the "I ACCEPT"
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button, or by copying, downloading, accessing or otherwise using the
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Product, You automatically agree to be bound by the terms of this
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Agreement. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS
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AGREEMENT, DO NOT COPY, DOWNLOAD, ACCESS OR OTHERWISE USE THE
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PRODUCT.
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1. AUTHORITY: In the event that You are an educational institution or
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organization, Your representative who is clicking the "I ACCEPT"
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button, or otherwise copying, downloading, accessing or using the
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Product hereby, in their personal capacity, represents and warrants
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that they possess the legal authority to enter into this Agreement
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on Your behalf and to bind You to the terms of this Agreement.
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2. LICENSE TO USE: BCCA hereby grants to You a personal,
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non-exclusive, non-transferable, limited license to use the Product
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solely for internal, non-commercial use for non-profit research or
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educational purposes only on the terms and conditions contained in
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this Agreement. The Product may be installed on a maximum of one
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machine per Qualified User at Your premises only. A copy of the
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Product installed on a single common machine may be shared for
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internal use by Qualified Users only. In order to be a "Qualified
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User", an individual must be a student, researcher, professor,
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instructor or staff member of a non-profit educational institution
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or organization who uses the Product solely for non-profit research
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or educational purposes.
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3. RESTRICTIONS: You acknowledge and agree that You shall not, and
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shall not authorize any third party to:
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(a) make copies of the Product, except as provided in Section 2 and
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except for a single backup copy, and any such copy together with the
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original must be kept in Your possession or control;
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(b) modify, adapt, decompile, disassemble, translate into another
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computer language, create derivative works of, or otherwise reverse
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engineer the Product, or disclose any trade secrets relating to the
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Product, except as permitted in Section 5;
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(c) license, sublicense, distribute, sell, lease, transfer, assign,
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trade, rent or publish the Product or any part thereof and/or copies
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thereof, to any third party;
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(d) use the Product to process any data other than Your own;
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(e) use the Product or any part thereof for any commercial or
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for-profit purpose or any other purpose other than as permitted in
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Section 2; or
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(f) use, without its express permission, the name of BCCA.
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4. INTELLECTUAL PROPERTY RIGHTS: Subject to Section 5 below, all
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patents, copyrights, trade secrets, service marks, trademarks and
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other proprietary rights in or related to the Product and any
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improvements, modifications and enhancements thereof are and will
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remain the exclusive property of BCCA or its licensors. You agree
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that You will not, either during or after the termination of this
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Agreement, contest or challenge the title to or the intellectual
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property rights of BCCA or its licensors in the Product or any
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portion thereof.
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5. OWNERSHIP OF IMPROVEMENTS: In the event that the Product, in the
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form provided to You, includes source code (the "Source Code"),
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You are entitled to make improvements, modifications and
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enhancements to the Source Code (collectively, "Improvements")
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which Improvements are to be used by You for non-profit research
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and educational purposes only and You shall be the owner of those
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Improvements that You directly make and of all intellectual
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property rights to such Improvements, subject to the foregoing
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limits on Your use and distribution of such Improvements. You
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hereby grant to BCCA a perpetual, non-exclusive, worldwide,
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fully-paid, irrevocable license to use such Improvements for any
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purposes whatsoever, and to sublicense such Improvements including
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the right for third parties to sublicense the same, in perpetuity
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to the extent such rights are not limited in duration under
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applicable law, without identifying or seeking Your
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consent. Notwithstanding the foregoing, You acknowledge that BCCA
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and its licensors will retain or own all rights in and to any
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pre-existing code or other technology, content and data that may be
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incorporated in the Improvements. For greater certainty, this
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Section applies solely to the Source Code and shall not give You
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any rights with respect to the object code or any other portion or
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format of the Product which use, for greater certainty, is limited
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as set forth in this Agreement including as set out in Section 3(b)
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above. You acknowledge and agree that you will provide copies of
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Improvements to BCCA in such format as reasonably requested by BCCA
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at any time upon the request of BCCA.
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6. CONFIDENTIALITY: You acknowledge that the Product is and
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incorporates confidential and proprietary information developed,
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acquired by or licensed to BCCA. You will take all reasonable
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precautions necessary to safeguard the confidentiality of the
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Product, and will not disclose any information about the Product to
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any other person without BCCA¡Çs prior written consent. You will
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not allow the removal or defacement of any confidential or
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proprietary notice placed on the Product. You acknowledge that any
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breach of this Section 6 will cause irreparable harm to BCCA and
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its licensors.
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7. NO WARRANTIES: THIS PRODUCT IS PROVIDED TO YOU BY BCCA IN ORDER TO
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ALLOW YOU TO OBTAIN ACCESS TO LEADING ACADEMIC RESEARCH. THE PRODUCT
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IS PROVIDED TO YOU ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY
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KIND. NO WARRANTY, REPRESENTATION OR CONDITION EITHER EXPRESS OR
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IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR
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CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, PERFORMANCE,
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DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE SHALL
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APPLY. BCCA DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE ON A
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CONTINUOUS OR TROUBLE FREE BASIS.
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8. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY
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APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BCCA TO
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YOU EXCEED THE AMOUNT YOU HAVE PAID TO ACQUIRE THE PRODUCT ("MAXIMUM
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AMOUNT") AND WHERE YOU HAVE NOT PAID ANY AMOUNT FOR THE PRODUCT THEN
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THE MAXIMUM AMOUNT SHALL BE DEEMED TO BE CDN$100.00. IN NO EVENT SHALL
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BCCA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL
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DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS OR
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SAVINGS, REGARDLESS OF WHETHER THEY HAVE BEEN ADVISED OF THE
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POSSIBILITY OF SUCH DAMAGE. EXCEPT TO THE EXTENT THAT THE LAWS OF A
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COMPETENT JURISDICTION REQUIRE LIABILITIES BEYOND AND DESPITE THESE
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LIMITATIONS, EXCLUSIONS AND DISCLAIMERS, THESE LIMITATIONS, EXCLUSIONS
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AND DISCLAIMERS SHALL APPLY WHETHER AN ACTION, CLAIM OR DEMAND ARISES
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FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT,
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NEGLIGENCE, STRICT LIABILITY OR ANY OTHER KIND OF CIVIL OR STATUTORY
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LIABILITY CONNECTED WITH OR ARISING FROM THIS AGREEMENT. YOU AGREE
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THAT THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF
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LIABILITY ARE FAIR IN LIGHT OF THE NATURE OF THE RIGHTS GRANTED HEREIN
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AND THE AMOUNT OF FEES PAID BY YOU IN RESPECT OF THE PRODUCT.
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9. INDEMNITY: You will indemnify, defend and hold harmless BCCA, its
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board of directors, staff and agents from and against any and all
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liability, loss, damage, action, claim or expense (including
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attorney¡Çs fees and costs at trial and appellate levels) in
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connection with any claim, suit, action, demand or judgement
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(collectively, "Claim") arising out of, connected with, resulting
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from, or sustained as a result of Your use of the Product or the
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downloading of the Product, including without limitation, any Claim
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relating to infringement of BCCA¡Çs intellectual property rights or
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the intellectual property rights of any third party.
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10. SUPPORT AND MAINTENANCE: You acknowledge and agree that, unless
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and to the extent expressly agreed by BCCA in a separate written
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document, the Product is provided to You without any support or
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maintenance from BCCA and, for greater certainty, BCCA shall have
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no obligation to issue any update or upgrade to any Product.
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11. TERM: This Agreement is effective until terminated. You may
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terminate this Agreement at any time by ceasing use of the Product
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and destroying or deleting any copies of the Product. This
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Agreement will terminate immediately without notice from BCCA if
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You fail to comply with any provision of this Agreement. BCCA may
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terminate this Agreement at any time upon notice to you where BCCA
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determines, in its sole discretion, that any continued use of the
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Product could infringe the rights of any third parties. Upon
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termination of this Agreement, and in any event upon BCCA
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delivering You notice of termination, You shall immediately purge
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all Products from Your computer system(s), return to BCCA all
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copies of the Product that are in Your possession or control, and
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cease any further development of any Improvements. On any
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termination of this Agreement Sections 1, 4, 6, 7, 8, 9, 13 and 14
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shall survive such termination.
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12. GOVERNMENT END USERS: Where any of the Product is used, duplicated
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or disclosed by or to the United States government or a government
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contractor or sub contractor, it is provided with RESTRICTED
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RIGHTS as defined in Title 48 CFR 52.227-19 and is subject to the
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following: Title 48 CFR 2.101, 52.227-19, 227.7201 through
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227.7202-4, FAR 52.227-14, and FAR 52.227-19(c)(1-2) and (6/87),
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and where applicable, the customary software license, as described
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in Title 48 CFR 227-7202 with respect to commercial software and
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commercial software documentation including DFAR 252.227-7013,
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DFAR 252,227-7014, DFAR 252.227-7015 and DFAR 252.7018, all as
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applicable.
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13. USE OF THE DOWNLOAD SERVICE: You acknowledge and agree that you
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will be responsible for all costs, charges and taxes (where
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applicable) arising out of Your use of the Product and the
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downloading of the Product. You acknowledge that You are
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responsible for supplying any hardware or software necessary to
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use the Product pursuant to this Agreement.
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14. GENERAL PROVISIONS:
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(a) This Agreement will be governed by the laws of the Province of
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British Columbia, and the laws of Canada applicable therein, excluding
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any rules of private international law that lead to the application of
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the laws of any other jurisdiction. The United Nations Convention on
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Contracts for the International Sale of Goods (1980) does not apply to
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this Agreement. The courts of the Province of British Columbia shall
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have non-exclusive jurisdiction to hear any matter arising in
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connection with this Agreement.
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(b) USE OF THE PRODUCT IS PROHIBITED IN ANY JURISDICTION WHICH DOES
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NOT GIVE EFFECT TO THE TERMS OF THIS AGREEMENT.
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(c) You agree that no joint venture, partnership, employment,
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consulting or agency relationship exists between You and BCCA as a
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result of this Agreement or Your use of the Product.
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(d) You hereby consent to Your contact information and any other
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personally identifiable information that You provide to us being
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disclosed to and maintained and used by us and our business partners
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for the purposes of (i) managing and developing our respective
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businesses and operations; (ii) marketing products and services to You
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and your staff; and (iii) developing new and enhancing existing
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products. You further agree that we may provide this information to
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other persons as required to satisfy any legal requirements and to any
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person that acquires some or all of the assets of BCCA. Where any of
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the personally identifiable information that You provide to us is in
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respect of individuals other than Yourself (such as Your staff) then
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You represent and warrant to use that You have obtained all necessary
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consents and authorizations from such individuals in order to comply
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with this provision. Please see the BCCA website for further
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information regarding personally identifiable information.
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(e) This Agreement is the entire Agreement between You and BCCA
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relating to this subject matter. You will not contest the validity of
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this Agreement merely because it is in electronic form. No
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modification of this Agreement will be binding, unless in writing and
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accepted by an authorized representative of each party.
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(f) The provisions of this Agreement are severable in that if any
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provision in the Agreement is determined to be invalid or
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unenforceable under any controlling body of law, that will not affect
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the validity or enforceability of the remaining provisions of the
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Agreement.
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(g) You agree to print out or download a copy of this Agreement and
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retain it for Your records.
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(h) You consent to the use of the English language in this Agreement.
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(i) You may not assign this Agreement or any of Your rights or
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obligations hereunder without BCCA's prior written consent. BCCA, at
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its sole discretion may assign this Agreement without notice to You.
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