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License Agreement regarding the use of DySE::Hayneedle

NOTE TO USER: THIS IS A CONTRACT.

Read the License Agreement below carefully before installing the Software (defined below). By installing the Software, you accept the terms of the License Agreement.

If you do not agree with the terms and conditions of this License Agreement, do not install the Software.

License Agreement

updated: 2007-December-10

This License Agreement (sometimes referred to below as "Agreement") constitutes an agreement between Cusimano.Com Corporation (sometimes referred to as "CusCom" or "We") and the person or legal entity who has legally acquired a License (as defined and provided below) from Cusimano.Com Corporation to use the Software (as defined below) (referred to as "You" or "you" or "Licensee").

In this Agreement the following terms have the following meanings:

(a) "Key Request Page" means www.c3scripts.com/dyse-ns/key

(b) "Software" means the computer application from CusCom known as DySE::Hayneedle and DySE::NS which includes the version of the program from CusCom known as make.pl that is designated by CusCom to work with the datafeed provided by the Merchant. Without limiting the generality of the foregoing, the term "Software" shall also include any demonstration versions, replacements, modified versions, patches, plug-ins, templates, additions, secondary software, "viewer" software from CusCom designed to work with the Software (view.pl), and copies of the Software licensed to you by CusCom, and shall also include any Software Key (as defined below) issued to You by CusCom to operate and/or unlock the Software.

(c) "Merchant" shall mean Hayneedle.com and the operators of such website.

(d) "Merchant's Website" shall mean Hayneedle.com and all of Hayneedle.com's shop websites.

If and only if you agree to the terms and conditions in this Agreement, CusCom grants to you a non-exclusive, limited use revocable "single-user" license (the "License") to use the Software and the related documentation (the "Documentation") according to the terms and conditions set forth in this Agreement.

1. Use of the Software:

(a) Subject to section 1(b), you as the Licensee of the Software may:

(b) You as the Licensee of the Software may NOT:

2. Representations and Acknowledgments

(a) The Licensee represents:

(b) The Licensee acknowledges that:

3. Restrictions on Use and Termination

(a) In order to use the Software, You must be registered as an affiliate in good standing with the Merchant through the affiliate publisher system operated through the Merchant's Website, and You must have obtained a valid Software Key from CusCom using the affiliate identification number assigned exclusively to You by the Merchant. In order to request a Software Key You must complete the appropriate application form at the Key Request Page. CusCom will review the application submitted by You and upon acceptance by CusCom, CusCom will issue you a time-limited Software Key. For greater certainty, CusCom in its sole discretion may reject your application for a Software Key. You acknowedge that the Software Key is valid only for a limited time period as determined by CusCom from time to time, that the Software Key requires periodic renewal as specified by CusCom from time to time, and that the Software may not operate properly without a valid unexpired Software Key.

(b) You may not alter, merge, modify, adapt, de-compile or reverse engineer the Software in any way; remove, obscure or alter any of CusCom's copyright or other proprietary rights notices. You may not circumvent or otherwise defeat the Software Key used to operate the Software. You may not loan, rent, lease or license this Software or any copy. You may transfer the Software to another party provided: (i) you transfer the Software and all documentation and media, (ii) you do not retain any copies, (iii) you notify CusCom by e-mail that you have done so, (iv) the other party is a classified as affiliate in good standing with the Merchant through the publisher system operated through the Merchant's Website, (v) the other party agrees to accept the terms and conditions of this agreement, and (vi) the other party completes the requirements in section 3(a) above.

(c) The License granted to you by this Agreement is effective until terminated. You may terminate the License at any time by destroying all copies of the Software and Documentation. CusCom may terminate your License: (i) immediately if you violate any part of this Agreement, (ii) immediately if you violate any part of any other agreement between you and CusCom; (iii) upon giving you 10-days notice sent by email to the email address that CusCom has on record of You, or (v) as otherwise provided in this Agreement. This License shall automatically terminate: (i) if you are not or are no longer an affiliate of the Merchant through the Merchant's Website, or (ii) in the event that the Software Key expires and has not been renewed by CusCom. In the event of termination of the License or this Agreement, you must immediately remove and destroy all copies of the Software and the Documentation in your possession and/or control and you must immediately remove all web pages and code generated by the Software from your website and any server that you are using.

4. Limitation of Warranties & Liability

(a) The Software is provided "as-is". CusCom makes no warranty or representation, promise or guarantee, express or implied with respect to this Software or Documentation including non-infringement of third party rights, quality, performance, merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, CusCom does not and cannot warrant the performance or results that you may obtain by using the Software or Documentation.

(b) You assume the entire risk as to the quality and performance of the Software. In developing this Software, CusCom has attempted to ensure that the Software performs its function when it is used in accordance with the instructions provided in the Documentation. Nonetheless, errors can occur and/or the Merchant may alter the Merchant's Website and/or servers so as to render the Software unable to perform its function. In the event that the Software is not able to perform its function for whatever reason, CusCom may immediately terminate this License without any further obligation to you upon giving you notice sent by email to the email address that CusCom has on record of You. CusCom does not warrant that the Software is free from bugs, errors or other application limitations.

(c) In no event shall CusCom be liable for any indirect, special, incidental, economic, or consequential damages arising out of the use of or inability to use the Software or Documentation, even if advised of the possibility of such damages. In the event any liability is imposed on CusCom, the liability of CusCom to you or any third party shall not exceed the purchase price, if any, that You paid for the Software and Documentation.

(d) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 4 SHALL (I) APPLY IRRESPECTIVE OF THE CAUSE OF ACTION INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF A FUNDAMENTAL CONDITION OR TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY; AND (II) SURVIVE A FUNDAMENTAL BREACH.

(e) Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, and in such a case, those particular limitations may not apply to you.

5. Notice of Copyright, and Trademarks

All trademarks and registered trademarks are the property of their respective owners. The Software is owned by CusCom, and its structure, organization and code are the valuable trade secrets of CusCom. The Software is also protected by Canadian Copyright law and International Treaty Provisions. All rights are reserved by CusCom. Copying, duplicating, selling or otherwise distributing any part of the Software without the prior written consent of CusCom is prohibited.

6. Governing Law and General Provisions

This Agreement will be governed by the provincial laws of the Province of Ontario and the federal laws of Canada excluding the application of its conflicts of law rules. This License will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by Canada or any other export laws, restrictions or regulations. This Agreement constitutes the entire agreement between you and CusCom. There are no warranties, representations or other agreements between you and Cusimano.Com Corporation in connection with the subject matter of this Agreement, except as indicated herein. No representation or warranty not set forth herein has been made or relied upon by you as an inducement to the entering into this Agreement. The headings used in this Agreement are for convenience only and shall not affect the interpretation. The rights and remedies conferred upon CusCom under this Agreement shall not be deemed exclusive but shall be cumulative and in addition to all other rights and remedies of CusCom existing at law or in equity. If any provision in this Agreement is determined to be void, invalid, or unenforceable, in whole or in part, by a Court of competent jurisdiction for any reason, it shall not be deemed to affect or impair the validity or enforceability of any other provision of this Agreement and such unenforceable provision or part thereof as the case may be shall be treated as severable from this agreement.

7. Amendments

CusCom reserves the right to change any of the terms and conditions of this Agreement at any time by sending to You a notice by email to the email address that You have provided to CusCom. You are responsible for complying with any changes to the Agreement within 10 calendar days from the date the the e-mail notice is sent to You. If You do not agree with any changes, then your only recourse is to terminate the License in accordance with section 3(c) herein.





E.&O.E.; © Cusimano.Com Corporation; www.c3scripts.com