1. LICENSE TERMS
Subject to the terms herein, LITHOTEL grants You a royalty-free, non-exclusive, non transferable, non-sublicensable license to use the Software with the Products, in compiled code form only. All rights not specifically granted to You herein are retained by LITHOTEL.

2. RESTRICTIONS
You and/or any third party agree not to (i) make any copies of the Software, (ii) modify, decompile, disassemble, separate, reverse engineer or otherwise attempt to derive any source code from the Software; (iii) transfer the Software to any third party without LITHOTEL’s written consent; (iv) export the Software or any of its underlying technology in contravention of U.S. and foreign export laws and regulations, or (v) if Products are included, use the Software other than in connection with the System.

3. LIMITATIONS OF LIABILITY
IN NO EVENT WILL LITHOTEL OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE EVEN IF LITHOTEL OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall LithoTel’s or its suppliers’ liability to You, whether in contract, tort (including negligence), or otherwise, exceed the price paid by You. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.

4. Ownership
Title, ownership rights, and all intellectual property rights in and to the Software and/or System and any accompanying materials or documentation, and any copy of the foregoing, shall remain the sole and exclusive property of LITHOTEL and/or its licensors. You agree to abide by copyright laws and all other applicable laws, and acknowledge that the Software contains valuable confidential information and trade secrets of LITHOTEL and/or its licensors.

5. SOFTWARE WARRANTY
LITHOTEL warrants to the original purchaser that for ninety (90) days from the ship date of the original LITHOTEL branded Software (the Software Warranty Period), the Software will perform in substantial conformance with the technical specifications for such Software set forth in the Documentation. Your sole and exclusive remedy, and LITHOTEL’s sole and exclusive liability under this Section 5 (Software Warranty) shall be, at LITHOTEL’s option (i) to use commercially reasonable efforts to correct any reproducible errors that You identify in writing during the Software Warranty Period which renders the Software non-conforming, (ii) to replace the Software with functionally equivalent software or (iii) to accept Your return of the Software, if applicable. LITHOTEL does not warrant that the Software will work in combination with any hardware or application software products provided by third parties not supplied or approved by LITHOTEL, that the operation of the Software will be uninterrupted or error free, or that all defects in the Software can be corrected. LITHOTEL shall not have any obligation or liability with respect to this Section 5 for any errors or any defects in the Software upon expiration of the Software Warranty Period. Warranty for separately identified third party supplier software products included as part of the Product shall be only that warranty which is provided directly from the third party supplier.

6. HARDWARE WARRANTY
Warranty for separately identified third party supplier hardware products included as part of the Product shall be only that warranty which is provided directly from the third party supplier. 

7. WARRANTY LIMITATIONS
LITHOTEL shall be relieved of all obligations and liability under the Warranty provisions set forth herein, if:
a) The Hardware or Software is operated with, or the error or defect is due to, any accessory, equipment, software or part not approved or sold by LITHOTEL; or
b) The Hardware or Software was not installed, operated and maintained in accordance with LITHOTEL’s instructions and Documentation; or
c) The Hardware or Software has been repaired, altered or modified by someone other than LITHOTEL; or
d) You do not notify LITHOTEL in writing of the error or defect within the applicable Warranty Period with sufficient information for LITHOTEL to identify and reproduce such error or defect; or
e) LITHOTEL demonstrates that the alleged error or defect in the Software or Hardware does not exist or was caused by Your or any third party’s misuse, neglect, improper installation or testing, or negligent repair or any other cause beyond the range of the intended use.

8. MISCELLANEOUS
8.1 If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the remaining terms, conditions and provisions will continue to be valid and enforceable to the fullest extent permitted by law.
8.2 You may not assign or transfer this Agreement nor any rights hereunder, in whole or in part, whether voluntary or by operation of law without LITHOTEL’s prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
8.3 This Agreement (including any addenda hereto signed by both parties) represents the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.
8.4 The laws of the Province of Ontario, Canada shall govern and construe this Agreement.