Orion Point of Sale

Application Limited Use License Agreement

Please read this License Agreement carefully. This document will be the agreement between Orion Digital Integration Inc. (the "Developer") and yourselves (the "Software User") governing the use of Orion Point of Sale (the "Application"). Installation of this Software indicates acceptance of the terms of the License Agreement.

Orion Digital Integration Inc., ("The Developer") provides this Program and licenses its use to you. You are responsible for selecting the Program to achieve your intended results and for the installation, use and results obtained from the Program.

THE PROGRAM, INCLUDING ITS CODE, DOCUMENTATION, APPEARANCE,
STRUCTURE AND ORGANIZATION, IS A PROPRIETARY PRODUCT OF THE DEVELOPER AND IS PROTECTED BY COPYRIGHT AND OTHER LAWS. TITLE TO THE PROGRAM, OR ANY COPY, MODIFICATION OR MERGED PORTION OF THE PROGRAM, SHALL AT ALL TIMES REMAIN WITH THE DEVELOPER.

1. Grant of License. The Developer of the Application hereby grants and the Software User accepts a license to use the Application and related materials delivered with this License Agreement for use on one computer at one time or on a single computer network system.

2. Limited Use. The Software User agrees not to transfer or sub-license their rights under this agreement, and that the Developer reserves the right to sell or give licenses to use the Application to other persons or firms.

3. Term. The License Agreement is effective from the day the Software User opens the package containing the magnetic medium on which the Application is recorded or installs the software on any computer.

4. Software User's Rights. The Software User acknowledges that the Application is the sole and exclusive property of the Developer. By agreeing to the License Agreement, the Software User does not become the owner of the Application, but has the right to use the Application as outlined and limited in the License Agreement. The Software User will use its best efforts and take all reasonable steps to protect the Application from unauthorized reproduction, publication, disclosure, or distribution.

5. Software User's Agreement. The Software User agrees not to:

a. COPY THE APPLICATION RECEIVED FROM THE DEVELOPER IN WHOLE OR IN PART, EXCEPT FOR THE PURPOSE MAKING BACKUP COPIES.
b. TRANSFER OR RENT THE PROGRAM OR USE, COPY OR MODIFY THE PROGRAM, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PERMITTED IN THIS LICENSE.
c. DECOMPILE, REVERSE ASSEMBLE OR OTHERWISE REVERSE ENGINEER THE PROGRAM, EXCEPT TO THE EXTENT THE FOREGOING RESTRICTION IS EXPRESSLY PROHIBITED UNDER APPLICABLE LAW.
d. REPRODUCE, DISTRIBUTE OR REVISE THE PROGRAM DOCUMENTATION.
e. USE ANY PROGRAM THAT IS DESIGNATED IN ITS DOCUMENTATION AS A "RUNTIME" PROGRAM FOR APPLICATION DEVELOPMENT PURPOSES.
f. USE THE PROGRAM TO PROVIDE FACILITY MANAGEMENT, SERVICE BUREAU OR OTHER ACCESS AND USE OF THE PROGRAM TO THIRD PARTIES.

IF THE SOFTWARE USER FAILS TO COMPLY WITH ANY OF THE TERMS OF THIS LICENSE, THE LICENSE WILL BE AUTOMATICALLY TERMINATED. SUCH TERMINATION SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY CRIMINAL, CIVIL OR OTHER REMEDIES AVAILABLE TO THE DEVELOPER.

6. Liability and Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS SPECIFICALLY STATED IN THIS LICENSE, THE PROGRAM IS PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

The Developer does not warrant that the functions contained in the Program will meet the Software Users requirements or that the operation of the Program will be entirely error free or appear precisely as described in the Program documentation.

IN NO EVENT WILL THE DEVELOPER BE BOUND BY OR LIABLE TO THE SOFTWARE USER FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR ABILITY TO USE THE APPLICATION, EVEN IF THE DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE DEVELOPER BE BOUND BY OR LIABLE FOR ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, WITH RESPECT TO THE PROGRAM MADE BY ANY THIRD PARTY, INCLUDING AN AUTHORIZED RESELLER OR ITS AGENTS, EMPLOYEES OR REPRESENTATIVES, NOR SHALL THE SOFTWARE USER BE DEEMED A THIRD PARTY BENEFICIARY OF ANY OBLIGATIONS OF THE DEVELOPER TO AN AUTHORIZED RESELLER.

7. Limitations of Remedies and Liability

To the maximum extent permitted by applicable law, the remedies described below are accepted by you, the Software User, as your only remedies.

The Developer's entire liability and your exclusive remedies shall be:

a. If the Program does not substantially perform the functions or generally conform to the Program's specifications published by the Developer, you may within 90 days after delivery, write to the Developer to report a significant defect. The Developer's only responsibility will be to use its best efforts, consistent with industry standards, to cure the defect. If the Developer is unable to correct the defect within 90 days after receiving your report, you may terminate your license and this Agreement by returning all copies of the Program with proof of purchase and your money will be refunded.
b. If the Program media is defective, within 90 days of delivery, you may return it with a copy of your proof of purchase, and the developer will replace it.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE DEVELOPER BE LIABLE IN ANY WAY FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM, EVEN IF THE DEVELOPER OR AN AUTHORIZED RESELLER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Governing Law. The terms of the License Agreement are governed by the laws of the Province of Alberta, Canada, and any disputes arising from the License Agreement are to be adjudicated in the courts of the Province of Alberta, Canada.

If any provision of the License Agreement in any way contravenes the laws of the jurisdiction in which the License Agreement is to be performed, such provisions shall be deemed to be deleted and, if any terms of the License Agreement shall be declared by final adjudication to be illegal or contrary to public policy, it shall not affect the validity of any other term or provision of the License Agreement.

9. Attorney Fees. If any legal action is brought by either party to the License Agreement against the other party regarding the subject matter of the License Agreement, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorney's fees and expenses.

10. Whole Agreement. The License Agreement constitutes the entire agreement between the Software User and the Developer of this Application. Installation of this Software indicates acceptance of the terms of the License Agreement.