THIS IS AN IMPORTANT LEGAL AGREEMENT. PLEASE READ IT CAREFULLY.

 

This End-User License Agreement (the "Agreement") is a legal agreement between you and Ground Zero Tech-Works Inc. ("Ground Zero") for Ground Zero's AyaNova® software, including all previous versions thereof and all replacements, supplements, upgrades and updates thereto provided to you by Ground Zero (the "Software") and all associated documentation (the "Documentation").

 

If you are installing or using the Software at work or under contract, then you are contracting on behalf of the corporation or organization for which you are working. You must ensure you have the legal authority and ability to do so.

 

IF YOU CLICK "YES", YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT IN THEIR ENTIRETY AND AGREE TO BE LEGALLY BOUND BY THEM.

 

If you do not agree to the terms of this Agreement, you may not use the Software.

 

1.  Licenses. Subject to the terms and conditions below, Ground Zero hereby grants to you a non-exclusive right to use the Software, solely in object-code format, on any number of computers at any one time. Ground Zero also grants to you a non-transferable and non-exclusive right to copy the Documentation, as long as such copies are not republished or distributed to any third-party. (Collectively, these licenses are called the "Licenses".)

 

2. Restrictions on Use. You agree that you will not do any of the following without prior written authorization by Ground Zero: (a) lease, export or grant a sublicense with respect to the Software or Documentation to any other party; (b) reverse engineer, decompile or disassemble the Software; (c) use the Software or Documentation except as authorized herein; (d) permit third-parties to use the Software or Documentation in any way that would constitute a breach of this Agreement; (e) rent, lease, or lend the Software or Documentation; or (f) incorporate the Software or Documentation in whole or in part into any other software or documentation.

 

3. Evaluation Version. The Software is available in either an "evaluation" version or a "registered" version. All copies of the Software downloaded from Ground Zero's web-site begin as evaluation versions. If Ground Zero has not given you a license key and permission to use the registered version, you may only use the evaluation version. You may use the evaluation version for an unlimited time without charge, but the functionality of the Software will be significantly limited. You may not modify the Software or any part of the Software to gain access to additional features or functionality. You may register the Software by paying the fee and agreeing to the terms and conditions set-out at.

 

4. Databases. The Software stores all user data in a single database file called scdata.sc (the “Database”). If Ground Zero has given you a license key and permission to use the registered version of the Software, you may only use that license key in association with one Database. A separate, unique license key is required for each Database you create, maintain or access using the registered version of the Software. You may also purchase a replacement license key from Ground Zero to further increase the functionality of the Software; however, once you have installed the replacement license key you may no longer use the original license key, and you may still only use the replacement license key in association with only one Database. You may copy the Databases to any storage medium other than a computer, but only for backup purposes.

 

5. Ownership and Copyright. Ground Zero is the sole owner of all right, property and title in and to the Software, the Documentation, and the copyright, logos, trade-marks, trade names, trade secrets, confidential information, patents, inventions, images, text, video, audio, and designs therein.

 

6. Service.Ground Zero may provide technical support and service to you upon your request. The price and other terms and conditions of Ground Zero's services are set-out on Ground Zero's website at www.ayanova.com, and may be changed at any time by Ground Zero. Ground Zero often provides its technical support free of charge; however, this does not preclude Ground Zero from charging for such services in the future.

 

7. Termination. Without prejudice to any of Ground Zero 's other rights in this Agreement or at law or equity, this Agreement will immediately terminate if you fail to comply with any of these terms and conditions. Upon termination, you must destroy all copies of the Software and Documentation.  The provisions in sections 7, 8, 9 and 10 of this Agreement will survive the termination of this Agreement.

 

8. Disclaimer of Conditions and Warranties. To the maximum extent permitted by applicable law, GROUND ZERO PROVIDES THE SOFTWARE "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, INCLUDING BUT NOT LIMITED TO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, CORRESPONDENCE TO DESCRIPTION, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. GROUND ZERO DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT ITS OPERATION WILL BE ERROR-FREE, THAT IT WILL PERFORM OR APPEAR EXACTLY AS DESCRIBED IN THE DOCUMENTATION, OR THAT ITS OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

 

9. Exclusion of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GROUND ZERO BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, INFORMATION OR PRIVACY, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR FAILURE TO MEET ANY DUTIES INCLUDING THOSE OF GOOD FAITH AND OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY CONNECTED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IN THE EVENT OF THE FAULT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF GROUND ZERO, AND EVEN IF GROUND ZERO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

10. Limitation of Liability. If, despite the limitations in this Agreement, Ground Zero becomes liable to you or to any third party, in no event will Ground Zero be liable for any monetary amount that, in the aggregate, is greater than the total amounts paid or due Ground Zero pursuant to this Agreement.

 

11. Governing Law. This Agreement and the relationship between the parties will be interpreted according to the laws in force in British Columbia, Canada. The courts of British Columbia will have jurisdiction over all claims, disputes, and actions related to this Agreement, and the parties attorn to the jurisdiction of those courts.

 

12. Enurement.  This Agreement will bind and enure to the parties hereto and their respective lawful successors and permitted assigns.

 

13. Entire Agreement. This Agreement forms the entire agreement between you and Ground Zero and there are no agreements collateral to this Agreement. This Agreement supercedes all prior written, oral and other agreements between you and Ground Zero with respect to the Software and Documentation and any parts or components thereof. No term or provision of this Agreement may be changed, waived or terminated except by a further written or electronic agreement between you and Ground Zero

 

14. Assignment. Only Ground Zero may transfer or license any of its rights under this Agreement. You may not license any of your rights under this Agreement, but you may transfer the Software and Documentation to another user if you transfer all of your rights under this Agreement to that new user, cease using all the Software and Documentation, erase and destroy all copies you have of the Software or Documentation, ensure the new user agrees to the terms and conditions of this Agreement, and advise Ground Zero of all these transfer agreements via signed and dated letterhead from both parties. Administration fees will be charged for replacement license keys required.

 

15. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

 

16. Further Assurances. You will execute and deliver to Ground Zero any additional documents and take any additional steps that may be required to give full effect to the intent expressed in this Agreement.

 

17. Notice. All notices and other communication to Ground Zero must be made in writing and delivered to Suite #310, 1434 Island Hwy. Campbell River, BC CANADA V9W 8C9