License

1. GRANT OF LICENSE. This Section of the EULA describes Your general rights to install and use the Software Product The license rights described in this Section are subject to all other terms and conditions of this EULA.
   • General License Grant to Install and Use Software Product. For each serial number key issued to you by Manifold You may install and use one copy of the Software Product on a single computer, device, workstation, terminal, or other digital electronic or analog device ("Device"). You may make a second copy of the Software Product and install it on a portable Device for the exclusive use of the person who is the primary user of the first copy of the Software Product provided that the Software is not used on both Devices simultaneously. A license for the Software Product may not be shared.

   • Alternative License Grant for Storage/Network Use. As an alternative to the rights granted in the previous section, You may install a copy of the Software Product on one storage Device, such as a network server, and allow individuals within Your business or enterprise to access and use the Software Product from other Devices over a private network, provided that You acquire and dedicate a license for the storage Device upon which the Software Product is installed and each separate Device from which the Software Product is accessed and used, except however that any usage of map server functions from a separate Device exclusively via an interactive Internet browser that is generally marketed and available to the public shall not require a separate license for each such separate Device. A license for the Software Product may not be used concurrently on different Devices.

   • General License Grant to Install and Use Subscription Product. The following licensing terms apply to You instead of the license grants in the previous two paragraphs if You licensed a subscription-based Software Product (a "Subscription Product"). You may install one copy of the Subscription Product on a single Device and use the Subscription Product for the term of Your subscription. You may also exercise the additional license rights described in the paragraphs below, but only for the term of Your subscription. The initial subscription period begins on the date You first activate Your copy of the Subscription Product and ends three hundred and sixty five (365) days thereafter. You cannot use the Subscription Product after Your subscription expires unless You renew or extend Your subscription. By renewing or extending Your subscription, You will be entitled to continue using the Subscription Product for a specified period of time beyond the date when Your previous subscription would have otherwise ended. All the terms and conditions of this EULA will continue to apply to Your use of the Subscription Product during any subsequent renewal periods unless otherwise specified. After the expiration of Your subscription, You can continue to open, view and print any documents You created with the Subscription Product.

   • Additional License Grant for Data Sets. The Software Product may include certain digital maps or digital cartographic data sets, other data sets, documents, photographs, clip art, animations, sounds, music and video clips (together "Data Sets"). If so, the following terms describe Your rights to the Data Sets:
     • Except as specified in the next Section, You may use, copy and modify the Data Sets and distribute copies of the Data Sets, along with Your modifications, as part of Your software product(s) and service(s), including Your web site(s).

     • You are not licensed to do any of the following:

     • You may not sell, license or distribute copies of the Data Sets on a stand-alone basis or as part of any collection, product or service where the primary value of the product or service are the Data Sets.

     • You may not use or distribute any of the Data Sets that include representations of identifiable individuals, governments, logos, initials, emblems, trademarks, or entities for any commercial purposes or to express or imply any endorsement or association with any product, service, entity, or activity.

     • You may not create obscene or scandalous works, as defined by federal law at the time the work is created, using the Data Sets.

     • You must indemnify, hold harmless, and defend Manifold from and against any claims or lawsuits, including attorneys' fees, that arise from or result from the use or distribution of Data Sets as modified by You.

     • You must include a valid copyright notice on Your products and services that include copies of the Data Sets.

     • You may not permit third parties to distribute copies of the Data Sets except as part of Your product or service.

     • Reservation of Rights. All rights not expressly granted are reserved by Manifold.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
   • Academic Edition Software. If the Software Product is identified as "Academic Edition" or "AE," You must be a "Qualified Educational User" to use the Software Product. If You are not a Qualified Educational User, You have no rights under this EULA. To determine whether You are a Qualified Educational User, please contact the Manifold Information Center / 1945 North Carson Street, Number 700, Carson City, NV 89701, USA.

   • Mandatory Activation. You may not be able to exercise Your rights to the Software Product under this EULA after a finite number of product launches unless You activate Your copy of the Software Product in the manner described during the launch sequence.

   • Copy Protection. The Software Product may include copy protection technology to prevent the unauthorized copying of the Software Product or may require original media for use of the Software Product on the Device. It is illegal to make unauthorized copies of the Software Product or to circumvent any copy protection technology included in the Software Product.

   • Authentication Keys. For correct function, this Software Product may require a serial number key, product activation key or other authentication key ("Authentication Keys"). Any Authentication Keys or other identifying information authenticating this license are licensed, confidential information and may not under any circumstances be disclosed to any third party except pursuant to a permanent transfer of this Software Product. You agree to allow Software Product to communicate with authentication servers from time to time without notice to authenticate the validity of any Authentication Keys required by Software Product to function. You agree to keep any such Authentication Keys strictly confidential (including any serial number keys issued to You by Manifold). You agree that any disclosure of an Authentication Key issued to You shall result in the immediate termination of your rights under this EULA and cessation of function of Software Product.

   • Not for Resale Software. If the Software Product is labeled "Not For Resale" or "NFR," then, notwithstanding other sections of this EULA, Your use of the Software Product is limited to use for demonstration, test, or evaluation purposes and You may not resell, or otherwise transfer for value, the Software Product.

   • Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

   • Separation of Component Parts. The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one Device unless expressly permitted by this EULA.

   • Trademarks. This EULA does not grant You any rights in connection with any trademarks or service marks of Manifold.

   • Preservation of Notices. Any customization or configuration of Software Product by You must retain all Manifold notices setting forth trademarks, copyrights, Software Product origin, licensing information, contact information for Manifold, limitations on usage or references to any Manifold sites in at least as prominent a fashion as in the original configuration of Software Product.

   • No rental, leasing or commercial hosting. You may not rent, lease, lend or provide commercial hosting services to third parties with the Software Product, except that commercial hosting services consisting of Internet publication of .map file projects using the map server embedded in the Software Product is permitted, provided that You acquire a license for Software Product for each server used for such hosting service.

   • Support Services. Manifold may provide You with support services related to the Software Product ("Support Services"). Use of Support Services is governed by the Manifold policies and programs described in the user manual, in "online" documentation, or in other Manifold-provided materials. Any supplemental software code provided to You as part of the Support Services are considered part of the Software Product and subject to the terms and conditions of this EULA. You acknowledge and agree that Manifold may use technical information You provide to Manifold as part of the Support Services for its business purposes, including for product support and development. Manifold will not utilize such technical information in a form that personally identifies You.

   • Software Transfer. Except as specified in this Section, the initial licensee of the Software Product may make a one-time permanent transfer of this EULA and Software Product only directly to an end user. This transfer must include all of the Software Product (including all component parts, the media and printed materials, any upgrades, any Authentication Keys, this EULA, and, if applicable, the Certificate of Authenticity). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and Software Product. The initial licensee must provide written notice to Manifold at Manifold Information Center / 1945 North Carson Street, Number 700, Carson City, NV 89701, USA, setting forth the name, address and email address of the transferee within 30 days of the date of transfer. Subscription Products are non-transferable.

   • Termination. Without prejudice to any other rights, Manifold may terminate this EULA and/or order Software Product to cease functioning if You fail to comply with the terms and conditions of this EULA. This Software Product may automatically terminate this EULA and cease functioning if it detects a licensing violation such as, by way of example and not limitation, unauthorized simultaneous shared concurrent usage of this license on different computers. If this EULA is terminated by Manifold You must destroy all copies of the Software Product and all of its component parts.

3. UPGRADES.
   • Standard Software Product. If the Software Product is labeled as an upgrade, You must be properly licensed to use a product identified by Manifold as being eligible for the upgrade in order to use the Software Product. A Software Product labeled as an upgrade replaces or supplements (and may disable) the product that formed the basis for Your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software Product is an upgrade of a component of a package of software programs that You licensed as a single product, the Software Product may be used and transferred only as part of that single product package and may not be separated for use on more than one Device.

   • Subscription Based Software Product. The following terms apply to You instead of the terms in the previous paragraph if You licensed a Subscription Product. If Manifold releases any upgrades or new versions of the Subscription Product during the term of Your subscription, You will be entitled to receive a copy of such upgrade(s) or new version(s) at no additional cost, except for any applicable connection charges, taxes, duties and shipping costs if You select fulfillment by mail. Such upgrades shall be considered part of the Subscription Product and subject to all of the terms and conditions of this EULA unless otherwise indicated in any license agreement that accompanies such upgrade or new version.

4. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Software Product (including but not limited to any digital maps or digital cartographic data sets, data sets, documents, images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product are owned by Manifold or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software Product, but may be accessed through use of the Software Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants You no rights to use such content. If this Software Product contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the Software Product.

5. BACKUP COPY. After installation of one copy of the Software Product pursuant to this EULA, you may keep the original media on which the Software Product was provided by Manifold solely for backup or archival purposes. If the original media is required to use the Software Product on the Device, you may make one copy of the Software Product solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the Software Product or the printed materials accompanying the Software Product.

6. U.S. GOVERNMENT LICENSE RIGHTS. All Software Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

7. EXPORT RESTRICTIONS. If the Software Product has been delivered to You in the US by MFN or any MFN subsidiary or agent or if You are otherwise subject to US jurisdiction, You agree to comply with all applicable international and national laws that apply to the Software Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments that have jurisdiction over You.

8. APPLICABLE LAW.
   • If you acquired this Software Product in the United States, this EULA is governed by the laws of the State of Nevada.

   • If you acquired this Software Product in Canada, unless expressly prohibited by local law, this EULA is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If this Software Product was acquired outside the United States, then local law may apply.

   • If you acquired this Software Product outside of the United States or Canada, you agree that this EULA shall be governed by the laws of the British Virgin Islands if such agreement is allowed by local law.

   • Should you have any questions concerning this EULA, or if you desire to contact Manifold for any reason, please contact the Manifold subsidiary serving your country, or write: Manifold Information Center / 1945 North Carson Street, Number 700, Carson City, NV 89701, USA.

9. TRIAL EDITIONS. The provisions of this paragraph shall supercede the provisions of any other paragraph of this EULA. If this Software Product was provided by Manifold as a Trial Edition, this EULA is limited as set forth by Manifold in its transmission of Software Product to You, or as set forth in the startup dialogs associated with Software Product. Any such limitations shall supercede any other provision of this EULA. Such limitations may be (by way of example and not limitation) a limited period of authorized operation commencing from the time of installation, a limited number of invocations of Software Product, some limitation as to the number of features enabled or processing capacity, or any combination of these or other limitations. You may NOT modify Software Product or operate Your computer system or Software Product in a manner that defeats the limitations set forth with the Trial Edition. You may NOT remove any dialogs or other information associated with Software Product that set forth such limitations. Trial Editions of Software Product may NOT be copied and may NOT be transferred to any third party. If a limitation set forth with a Trial Edition specifies a licensed period of authorized operation ("Trial Edition Period") that is less than the 90 day period ("Warranty Period") set forth in the Limited Warranty provisions of this EULA, then the Warranty Period shall be reduced to the length of the Trial Edition Period.

10. NO FAIL-SAFE USES AUTHORIZED. The Software Product has been created using industry standard personal computer software technology. Personal computer software technology is not fault tolerant and thus this Software Product is not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as (by way of example and not limitation) in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the personal computer technology employed in Software Product could lead directly to death, personal injury, or severe physical or environmental damage.

11. LIMITED WARRANTY
    • LIMITED WARRANTY. Manifold warrants that the Software Product will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt.

    • If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.

    • Any supplements or updates to the Software Product, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety (90) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

    • LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Manifold, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software Product does not meet Manifold's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 11 below ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction.

    • YOUR EXCLUSIVE REMEDY. Manifold's and its suppliers' entire liability and your exclusive remedy shall be, at Manifold's option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Software Product, or (b) repair or replacement of the Software Product, that does not meet this Limited Warranty and that is returned to Manifold with a copy of your receipt. You will receive the remedy elected by Manifold without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software Product to Manifold). This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States or Canada, neither these remedies nor any product support services offered by Manifold are available without proof of purchase from an authorized international source. To exercise your remedy, contact: Manifold Information Center / 1945 North Carson Street, Number 700, Carson City, NV 89701, USA.

12. DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Manifold and its suppliers provide the SOFTWARE Product and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the SOFTWARE Product, and the provision of or failure to provide support services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE Product.

13. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MANIFOLD OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF MANIFOLD OR ANY SUPPLIER, AND EVEN IF MANIFOLD OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Manifold and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by Manifold with respect to any breach of the Limited Warranty) shall be limited to the greater of the amount actually paid by you for the SOFTWARE Product or U.S.$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 11, 12 and 13 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

15. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between you and Manifold relating to the Software Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any Manifold policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.

• Manifold garantit que le Produit fonctionnera conformément aux documents inclus pendant une période de 90 jours suivant la date de réception.

• Si une garantie ou condition implicite est créée par votre État ou votre territoire et qu’une loi fédérale ou provinciale ou État en interdit le déni, vous jouissez également d’une garantie ou condition implicite, MAIS UNIQUEMENT POUR LES DÉFAUTS DÉCOUVERTS DURANT LA PÉRIODE DE LA PRÉSENTE GARANTIE LIMITÉE (QUATRE-VINGT-DIX JOURS). IL N’Y A AUCUNE GARANTIE OU CONDITION DE QUELQUE NATURE QUE CE SOIT QUANT AUX DÉFAUTS DÉCOUVERTS APRÈS CETTE PÉRIODE DE QUATRE-VINGT-DIX JOURS. Certains États ou territoires ne permettent pas de limiter la durée d’une garantie ou condition implicite de sorte que la limitation ci­dessus peut ne pas s’appliquer à vous.

• Tous les suppléments ou toutes les mises à jour relatifs au Produit, notamment, les ensembles de services ou les réparations à chaud (le cas échéant) qui vous sont fournis après l’expiration de la période de quatre-vingt-dix jours de la garantie limitée ne sont pas couverts par quelque garantie ou condition que ce soit, expresse ou implicite.

• LIMITATION DES RECOURS; ABSENCE DE DOMMAGES INDIRECTS OU AUTRES. Votre recours exclusif pour toute violation de la présente garantie limitée est décrit ci­après. Sauf pour tout remboursement au choix de Manifold, si le Produit ne respecte pas la garantie limitée de Manifold et, dans la mesure maximale permise par les lois applicables, même si tout recours n’atteint pas son but essentiel, VOUS N’AVEZ DROIT À AUCUNS DOMMAGES, NOTAMMENT DES DOMMAGES INDIRECTS. Les modalités de la clause «Exclusion des dommages accessoires, indirects et de certains autres dommages » sont également intégrées à la présente garantie limitée. Certains États ou territoires ne permettent pas l’exclusion ou la limitation des dommages indirects ou accessoires de sorte que la limitation ou l’exclusion ci­dessus peut ne pas s’appliquer à vous. La présente garantie limitée vous donne des droits légaux spécifiques. Vous pouvez avoir d’autres droits qui peuvent varier d’un territoire ou d’un État à un autre. VOTRE RECOURS EXCLUSIF. L’obligation intégrale de Manifold et de ses fournisseurs et votre recours exclusif seront, selon le choix de Manifold de temps à autre sous réserve de toute loi applicable, a) le remboursement du prix payé, le cas échéant, pour le Produit ou b) la réparation ou le remplacement du Produit qui ne respecte pas la présente garantie limitée et qui est retourné à Manifold avec une copie de votre re u. Vous recevrez la compensation choisie par Manifold, sans frais, sauf que vous êtes responsable des dépenses que vous pourriez engager (p. ex., les frais d’envoi du Produit à Manifold). La présente garantie limitée est nulle si la défectuosité du Produit est causée par un accident, un usage abusif, une mauvaise application, un usage anormal ou un virus. Tout Produit de remplacement sera garanti pour le reste de la période de garantie initiale ou pendant trente (30) jours, selon la plus longue entre ces deux périodes. À l’extérieur des États-Unis ou du Canada, ces recours ou l’un quelconque des services de soutien technique offerts par Manifold ne sont pas disponibles sans preuve d’achat d’une source internationale autorisée. Pour exercer votre recours, vous devez communiquer avec Manifold et vous adresser au Manifold Information Center / 1945 North Carson Street, Number 700, Carson City, NV 89701, USA.

• La présente Convention est régie par les lois de la province d’Ontario, Canada. Chacune des parties à la présente reconnaît irrévocablement la compétence des tribunaux de la province d’Ontario et consent à instituer tout litige qui pourrait découler de la présente auprès des tribunaux situés dans le district judiciaire de York, province d’Ontario.

• Au cas où vous auriez des questions concernant cette licence ou que vous désiriez vous mettre en rapport avec Manifold pour quelque raison que ce soit, veuillez contacter la succursale Manifold desservant votre pays, dont l’adresse est fournie dans ce produit, ou écrivez à : Manifold Information Center / 1945 North Carson Street, Number 700, Carson City, NV 89701, USA.

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