IMPORTANT: READ BEFORE DOWNLOADING, COPYING, INSTALLING OR USING. By downloading, copying, installing or using the software you agree to this license. If you do not agree to this license, do not download, install, copy or use the software. ------------------------------------------------------------------------------- Demonstration Software Licence For CAMcal v1.0 Copyright (C) 2003, National Research Council of Canada, all rights reserved THIS AGREEMENT, made according to the laws of the Province of Ontario BETWEEN NATIONAL RESEARCH COUNCIL OF CANADA whose address is: Computational Video Group Institute for Information Technology National Research Council Montreal Road, M-50 Ottawa, Ontario, Canada, K1A 0R6 Fax: (613) 952-0215, URL: http://www.cv.iit.nrc.ca (called "NRC"), OF THE FIRST PART AND the "User", OF THE SECOND PART PREAMBLE 1. The User desires to use computer software created by Computational Video Group of Institute for Information Technology of NRC () and identified as CAMcal (called herein the "Software", a term which includes both original and modified versions of computer programs and computer data, and also includes printed matter intended to explain or assist the use of parts of the Software). 1.0 GRANT OF LICENCE 1.1 NRC grants to the User, and User accepts, a non-transferable, non-exclusive fully pre-paid license for a limited term expiring August 1, 2003 (called the "Termination Date") to use the Software in the manner described under the heading "USAGE". All proprietary interest, right, title, and copyright in the software remain with NRC. NRC assumes no responsibility for the validity, accuracy, or applicability of results of the program. 2.0 VALUE OF THE SOFTWARE 2.1 Although the Software is provided without charge, NRC and the User agree that a reasonable estimate of the market value of the Software would not exceed ten thousand Dollars ($10,000). 3.0 USAGE 3.1 The User may install and use the Software on one computer at a time. One (1) computer, in this agreement, means hardware that is controlled by a single operating system and which functions as a single computing entity. Networks, clusters, and other like configurations are considered to be composed of multiple separate computers. The User may move the Software from a first computer to a second if it is completely removed from the first. 3.2 The use to which the Software may be put is only the following: The Software is only for experimental evaluation by the User. 3.3 The User may copy the Software only for backup or archival purposes, or for making the Software available to the allowed number of computers. 3.4 The User may not sublicence use of the Software, or make it available to third parties outside the User's organization, without the further written consent of NRC. 3.5 The User may not modify the Software or distribute computer programs which incorporate it. Agreements for extended use, modification, or distribution may be negotiated with NRC. 3.6 The User must not attempt disassembly or reverse engineering to obtain the source code. 3.7 The free character of this licence is based on the limitations stated in this Article. Unauthorized use of the Software results in a debt of the User, due immediately to NRC as liquidated damages, of $10,000 for each unauthorized computer, that being an agreed fair market value of a commercial software licence for this software. 4.0 BENEFIT TO THE NATIONAL RESEARCH COUNCIL 4.1 In exchange to the free trial of the software, the User may provide NRC with a report on the performance of the Software, and on the opinions of potential commercial end-users of the Software. 5.0 TERMINATION 5.1 The User may terminate this licence at any time, by notifying NRC. 5.2 NRC may terminate this licence at any time by notifying the User if the User violates any term of this agreement and the violation is not corrected to the satisfaction of NRC within thirty (30) days after NRC gives the User notice in writing of the allegation of a violation. 5.3 Immediately upon notice of termination by either the User or NRC, and upon the expiration of the term of this licence: The User must certify in writing that no copies, portions, modified versions, or translations of the Software remain accessible to the User, and that none have passed from the User to third parties. 6.0 LIMITED WARRANTY AND REMEDIES 6.1 EXCEPT AS EXPRESSLY STATED HEREIN, NRC DISCLAIMS ANY WARRANTIES, EXPRESSED, IMPLIED, OR STATUTORY, OF ANY KIND OR NATURE WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR MERCHANTABILITY OR FITNNESS FOR A PARTICULAR PURPOSE. NRC SHALL NOT BE LIABLE IN ANY EVENT FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL, ARISING FROM THE USE OF THE SOFTWARE. 7.0 General 7.1 This agreement supersedes all prior communications, negotiations and agreements, written or oral, concerning the Software. No amendment or waiver of terms is effective unless it is in writing, signed by both parties, and specifically states the intention to affect this Agreement.