END-USER LICENSE AGREEMENT

This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or an entity and referred to as “Customer”) and agileDSS, Inc. (referred to as “agileDSS” or “Licensor”). The term “Software” as used in this EULA means the computer software that accompanies this EULA, the associated media, any printed documentation and materials, and any “on-line” or electronic documentation provided by Licensor related to such software. By executing this EULA, clicking on the "Accept" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT INSTALL THE SOFTWARE. If you do not agree to the terms of this EULA, (a) you may not use the Software, (b) if you have received physical copies of the Software from Licensor or its authorized resellers, you must promptly return the uninstalled Software, and all accompanying items as defined above, to Licensor within ten (10) days, in exchange for which you will receive a full refund of any paid license fees, and (c) you must immediately remove from your systems and destroy any and all copies of the Software and all of its component parts.


  1. CONTROLLING LANGUAGE

The controlling language of this EULA will be English. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s’y rattache, soient rédigés en langue anglaise. (Translation: “The parties confirm that this Agreement and all related documentation his and will be in the English language.”)


  1. GRANT OF LICENSE

Subject to the terms and conditions of this EULA, Licensor hereby grants you a non-exclusive, non-transferable Perpetual License or Limited License to use the Software in the Territory on a Certified Operating Environment identified by Licensor, to the extent of the number of named users or CPUs for whom Customer has received a license key from Licensor. For Purpose hereof “License Term” shall be the length of time you shall be entitled to use the Software, as set forth in the Purchase Order, and shall be defined as either (a) “Perpetual” which conveys a continuous right to use; and/or (b) “Time Based” which conveys a limited-time right to use. Otherwise, the license is perpetual with no use limit as to the number of times that the Software may be used. In the absence of such a designation in the Purchase Order, the License Term shall be deemed to be Perpetual. For purposes hereof, “Territory” means, for a “U.S. Version” the United States and Canada, and for the “International Version” all countries except those countries where exportation or transmission is prohibited by any applicable U.S. or other law or regulation, or in which any provision of this EULA is not enforceable. This license shall be deemed for the U.S. Version and shall not be used outside of the U.S. and Canada without having first been upgraded to the International Version, with payment of all applicable upgrade fees and charges. Customer represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable. This EULA does not grant you any rights in connection with any trademarks or service marks of Licensor. The license granted herein is conditional on timely payment in full of all applicable invoices and charges.


  1. TRIAL VERSIONS

If the Software was provided to you on a no-charge basis pursuant to a Licensor trial program (a “Trial Version”), then, in addition to the other provisions and limitations hereof, (a) the Software may be used solely for evaluation purposes for (i) the period specified by Licensor or its authorized reseller at the time of delivery, which period shall not exceed thirty (30) days (the “Trial Period”) and (b) the Software may not be used for any development, commercial, or production purpose. Further, in the event you have acquired a Trial Version, you must purchase a full-use license (i) if you wish to use the Software after the end of the Trial Period, or (ii) if you wish to use the Software for any development, commercial, or production purpose. If at the end of the Trial Period you do not purchase a full-use license, you must destroy any and all copies of the Software and all of its component parts.


  1. RESTRICTIONS ON USE

You may use the Software solely for your own internal data processing operations. You may make one copy of each licensed Software item (other than Trial Version Software) for backup purposes only. No other copies shall be made without Licensor’s prior written consent. If the Software is an upgrade of a previous version of the product, you may now use that upgraded product only in accordance with this EULA (provided you discontinue the use of the unupgraded version immediately upon placing the upgraded version into commercial or production use). You shall not: (a) remove any product identification, copyright notices, or other notices or proprietary restrictions from the Software; (b) make the Software available for commercial timesharing, rental, application service provider or service bureau use; (c) transfer, sell, assign or otherwise convey the Software to another party without Licensor’s prior written consent; (d) translate or otherwise prepare any derivative works based on the Software; (e) disclose any information related to the Software, including without limitation diagnostic tests, screen images, printed output, or results of any performance or benchmark tests of any Software to any third party without Licensor’s prior written approval; (f) use the Software as an aid to develop or market a competing product; (g) make any attempt to bypass or disable authorization keys, product serialization or time limit mechanisms where such mechanisms are utilized in the Software’s programming, or (h) transfer or use the Software outside of the Territory without Licensor’s prior written consent and without paying any applicable additional fees. You further agree to comply fully with all laws and regulations to assure that, should such consent be granted, neither the Software, nor any direct product thereof, is exported, directly or indirectly, in violation of law. You also agree not to cause or permit the Software to be dumped, traced, disassembled, decompiled or otherwise reverse engineered except to the extent (x) applicable law expressly requires that you be permitted to decompile, (y) it is essential to do so in order to achieve interoperability of the Software with another software program, and (z) you have first requested Licensor to provide the information necessary to achieve such interoperability and Licensor has not made such information available in accordance herewith. Licensor has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Licensor or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to or competitive with the Software.


  1. COPYRIGHT/OWNERSHIP OF SOFTWARE

The Software is licensed, not sold. The Software is the proprietary product of Licensor or its suppliers and is protected by copyright, trade secret, patent and other intellectual property laws and international treaties. You acquire only the right to use the Software and do not acquire any rights, express or implied, in the Software or media containing the Software other than those specified in this EULA. Licensor or its suppliers shall at all times retain all rights, title, and interest, including intellectual property rights, in the Software and its media. You agree not to challenge the validity of Licensor’s or its suppliers' copyright or trademark rights in and to the Software.


  1. TRANSFER OF SOFTWARE

This Software may only be used in the Certified Operating Environment specified in a purchase order signed by Customer and accepted by Licensor or a written price quotation issued to Customer by Licensor. The transfer of the Software to a different operating environment shall not be made without Licensor’s prior written permission and the payment of applicable fees.


  1. RECORDS INSPECTION AND AUDIT

The Licensor may inspect Customer deployments where the Software is used, and audit Customer records, to confirm Customer compliance with this Agreement.


  1. SUPPORT AND MAINTENANCE

Support, maintenance and installation services for the Software are subject to separate charges and are governed by the policies established by Licensor and/or its authorized resellers, which policies are available in written form and are subject to change from time to time. Support, maintenance and installation services shall be provided only pursuant to a separate written Maintenance Agreement to be entered into by Customer and either Licensor or one of Seller’s authorized resellers. Except for Customer’s rights under section 10 (Limited Warranties) below, Licensor shall have no obligation to provide Customer with any Support, maintenance or installation assistance.


  1. PAYMENT

The license granted herein is conditional on timely payment in full of all applicable invoices and charges. The initial license key provided to Customer is temporary and will expire forty-five (45) days after installation. A final license key will only be provided upon receipt of all applicable license fees. Customer will not be able to use the Software following the expiration of the temporary license key until the final license key is installed. In the event Customer fails to timely pay any invoice within thirty (30) days of receipt thereof, the license granted to Customer herein shall be suspended until all outstanding amounts are paid in full. . Any and all taxes, charges or levies, imposed by any Government or taxing authority upon or in respect of any payment by Customer to Licensor shall be for the account of and paid by Customer.


  1. WARRANTY

YOU AGREE THAT LICENSOR OR ITS RESELLERS HAVE MADE NO EXPRESS WARRANTIES TO YOU REGARDING THE SOFTWARE AND THAT THE SOFTWARE IS BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


  1. LIMITATION of LIABILITY

LICENSOR AND ITS RESELLERS SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUES, ANY DATA LOSS OR INACCURACY, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR OR ITS RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER RELATING TO ANY THIRD PARTY SOFTWARE OR HARDWARE. IN NO EVENT SHALL LICENSOR'S AGGREGATE LIABILITY FOR ANY REASON(S) AND UPON ANY CAUSE(S) OF ACTION WHATSOEVER EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY YOU TO LICENSOR OR ITS RESELLERS UNDER THIS AGREEMENT.


The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.


  1. INDEMNIFICATION

Customer shall indemnify, defend and hold Licensor harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including attorneys' fees, directly or indirectly resulting from any claimed infringement or violation by Customer of any copyright, patent or other intellectual property right with respect to any materials or services used or supplied by or on behalf of Customer, except to the extent such infringement or violation is attributable solely to the Software as originally provided to Customer by Licensor or its authorized resellers without any modifications, alterations or combinations with other materials.


  1. BINDING AGREEMENT

This EULA is a legally binding agreement between you and Licensor and it is the complete and exclusive statement of all the terms that give you the right to use the Software. No other terms, including, without limitation, those contained in any purchase orders or other forms shall be of any force or effect and only the terms of this EULA shall govern for all purposes. In the event of any termination of the license grant herein, the provisions of paragraphs 1 and 3 through 13 hereof shall continue in full force and effect. Without prejudice to any other rights, Licensor may terminate this EULA if you fail to comply with any of its terms and conditions. In such event, you must destroy any and all copies of the Software and all of its component parts.


  1. SEVERABILITY

If any provision, or portion thereof, of this EULA is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted.


  1. FORCE MAJEURE

The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.


  1. GOVERNING LAWS

The Parties to this Agreement submit to the jurisdiction of the courts of the Province of Quebec for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Province of Quebec.