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\f0\fs24 \cf0 Magican Software, Ltd.
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\f0 Software License Agreement
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\f0 THIS SOFTWARE LICENSE AGREEMENT (HERETOFORE REFERRED TO AS THE LICENSE) IS A LEGAL AGREEMENT BETWEEN YOU, THE MAGICAN USER (HERETOFORE REFERRED TO AS THE LICENSEE) AND, MAGICAN SOFTWARE, Ltd (HERETOFORE REFERRED TO AS THE LICENSER). PLEASE READ THIS AGREEMENT CAREFULLY. BY REVIEWING, READING, ANALYZING OR USING ALL OR ANY PORTION OF MAGICAN SOFTWARE, THE LICENSEE ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE LICENSEE AGREES THAT THIS AGREEMENT IS ENFORCEABLE BY LAW LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY THE LICENSEE. IF THE LICENSEE DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REVIEW, READ, ANALYZE OR USE MAGICAN SOFTWARE AND CLICK "DISAGREE".
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\f0 IMPORTANT NOTE: This software may be used to reproduce materials. It is licensed to the licensee only for reproduction of non-copyrighted materials (materials to which the licensee owns the copyright) or materials the licensee is authorized or legally permitted to reproduce. If the licensee is uncertain about rights to copy any material, the licensee should contact a legal advisor.
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\f0 1. General 
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\f0 Magican Software (including any content, documentation and any fonts) accompanying this License whether on disk, in read-only memory, on any other media or in any other form are licensed, not sold, to the licensee by the licenser and are  for use only under the terms and conditions of this License. The licenser reserves all rights not expressly granted to the licensee. The rights granted herein are limited to the licenser and its licensors' intellectual property rights and does not include any other patents or intellectual property rights. The licensee owns the media on which the licenser is recorded but the licenser and/or Magican Software\'92s licensor(s) retain ownership of the Magican Software itself. The terms of this License will govern any software upgrades provided by the licenser that replace and/or supplement the original Magican Software product (unless such upgrade is accompanied by a separate license in which case the terms of that license will govern). 
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\f0 Title and intellectual property rights in and to any content displayed by or accessed through Magican Software belongs expressly to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant the licensee any rights to use such content. 
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\f0 2. Transfer 
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\f0 The licensee may not rent, lease, lend, redistribute or sublicense any content from or any part of Magican Software. The licensee may, however, make a one-time permanent transfer of all of licensee license rights to the licenser (in its original form as provided by the licenser) to another party, provided that: (a) the transfer includes Magican Software (including all its component parts, original media, printed materials and this License); (b) the licensee does not retain any copies of Magican Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving Magican Software reads and agrees to accept the terms and conditions of this License. The licensee may not rent, lease, lend, redistribute, sublicense or transfer any Magican Software that has been modified or replaced. All components of Magican Software are provided as part of a bundle and may not be separated from the bundle and distributed as standalone applications. 
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\f0 NFR (Not for Resale) Copies: Notwithstanding other sections of this License, Magican Software labeled or otherwise provided to the licensee on a promotional basis may only be used for demonstration, testing or evaluation purposes and may not be resold or transferred. 
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\f0 Academic Copies: If the Magican Software retail package is labeled "Academic Copy,\'94 the licensee must be an Eligible Educational End User to use Magican Software. "Eligible Educational End Users" includes: students, faculty, staff and administration attending and/or working at an educational institutional facility (i.e., college campus, public or private K-12 schools). 
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\f0 3. Termination 
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\f0 This License is effective until terminated. Licensee rights under this License will terminate automatically without notice from the licenser if the licensee fails to comply with any conditions of this License. Upon the termination of this License, the licensee shall cease all use of Magican Software and destroy all copies, full or partial, of the Magican Software.
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\f0 4. Disclaimer 
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\f0 THE LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF MAGICAN SOFTWARE IS AT THE LICENSEE\'92S OWN RISK AND THAT THE ENTIRE RISK (INCLUDING: QUALITY DISSATISFACTION, PERFORMANCE, ACCURACY AND EFFORT) FALLS ON THE LICENSEE. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAGICAN SOFTWARE IS PROVIDED "AS IS,\'94 WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE LICENSER AND THE LICENSOR\'92S***** LICENSORS (COLLECTIVELY REFERRED TO AS LICENSOR FOR THE PURPOSES OF SECTIONS 5 AND 6) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO MAGICAN SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO: THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF QUALITY SATISFACTION, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE ENJOYMENT OF MAGICAN SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE LICENSE WILL MEET LICENSEE REQUIREMENTS, THAT THE OPERATION OF MAGICAN SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN MAGICAN SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE LICENSOR OR ANY LICENSOR AUTHORIZED REPRESENTATIVE SHALL SERVE AS A WARRANTY. SHOULD MAGICAN SOFTWARE PROVE DEFECTIVE, THE LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, IN SUCH CASES, THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO THE LICENSEE. 
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\f0 5. Limitation of Liability 
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\f0 TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO MAGICAN SOFTWARE USE OR INABILITY TO USE MAGICAN SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO THE LICENSEE. In no event shall the licensor\'92s total liability to the licensee for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of one dollar ($1.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. 
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\f0 6. Export Law Assurances 
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\f0 The licensor agrees that Magican Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the Canadian Controlled Goods Act, the United States Export Administration Act or any other export laws, restrictions or regulations of Canada or the United States of America (collectively the "Export Laws"). In addition, if Magican Software is identified as export controlled items under any Export Laws, the licensee represents and warrants that the licensee is not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that the licensee is not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use Magican Software are granted on condition that such rights are forfeited if the licensee fails to comply with the terms of this Agreement.
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\f0 7. Controlling Law and Severability 
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\f0 This License will be governed by and construed in accordance with the laws of the Province of British Columbia, as applied to agreements entered into and to be performed entirely within British Columbia between California residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. 
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\f0 8. Complete Agreement; Governing Language 
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\f0 This License constitutes the entire agreement between the parties with respect to the use of Magican Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by the licensor.
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\f0 9. Third Party Software and Service Terms and Conditions 
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\f0 Portions of Magican Software utilize and include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the "online" Legal page on the licensor\'92s Magican Software web site, and the licensee\'92s use of such material is governed by those respective terms.
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\f0 10. Piracy 
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\f0 In the United States and other countries, copyright law provides for severe civil and criminal penalties for the unauthorized reproduction or distribution of copyrighted material. Copyrighted material includes but is not limited to: computer programs and accompanying sounds, images and text. Under U.S. law, infringement may result in civil damages of up to $100,000 and/or criminal penalties of up to five years imprisonment and/or a $250,000 fine.
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