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<br />TERMS AND CONDITIONS OF LICENSE
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<br />1. DEFINITIONS
<br />1.I"Agreeme~r means this Class Software Ucense Agreement and all Amendments, Instruments, and Schadules
<br />altachad hereto or referred to herein.
<br />1.2 "Enterprise Database" means the database files containing customer data (which is OWlled by Customer) and
<br />which is accessed by the Software.
<br />1.3 "Database Servef' means a single camputsr upon which the Enterprise Database is resid.nt and may b.
<br />accessed by a Client Workstation or a Web Client.
<br />1.4 "Cusromef' means the legal entity signing this Agr.ement.
<br />1.5 "Class Software" or "Software" means computer cod., modules and programs in executable code 10nn,
<br />including related data files, rules, parameten and documentation, which have b.en creatad by CSS and are either
<br />described and marked as licensad in this Agreement or later provided to the Customer by CSS in connection with
<br />this Agreement.
<br />1.6 "Web Client Software" mean. the CSS software which enabl.s a Web CHentto access tile Class Software
<br />through a Web Server.
<br />1.7 "Application Servef' means a singl. computer containi ng the Class Software which may b. access.d or
<br />otherwise utiUzed by a CHent Work.\alion or a Web Client.
<br />1.8 "Tllird Party Software" shall m.an the proprietary computer code, updates, upgrad.s and modifications, as well
<br />as modul.s and programs, in object cod.lonn, Including related data files, rules, parameters and documentation,
<br />created by vendors other than CSS or the Customer:
<br />included in the Class Softwar. System; or
<br />requir~-u. . ,peration 01 1t1. Software.
<br />1.9 "Ut 'ans an Individeal who accesses and uses the Software or Enterprise Database from a duly licensed
<br />CHnt' ation or It1roegh tile duly licensed Web Server.
<br />1.10 "\ l1lf means a remote device using an Internet web browser program or the Web Client Software to
<br />acc....d Class Software on th. Application SlIIVer orlt1e Enterprise Database on th. Databas. SlIIVer via
<br />1t1.1 nternet and a Web Server.
<br />1.11 "Web Server" means the computer which enables access to the Class Software by Individuais using an
<br />Intranet or tile Internet.
<br />1.12 "Clie~t Workstation" means a computer attached to a local or wide area network Uncluding an Intranet) which
<br />accesses the Class Software or Entarprise Database resident on any SelVer.
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<br />2. SCOPE
<br />2.1 This Software Ucense Agreement is between Class Software Solutions Lid. ("CSS") and the Customer ami
<br />appies to lt1e Customer's use 01 the Software as indicated on the face 01 lt1is Agreement and suppliad to the
<br />Customer by CSS as well as any relatad materials and documentation; and b) inlt1e event 01 execution 01 Schadule
<br />A hereto, tha provision 01 software services consiating 01 software support, software maintenance, adcitional
<br />services and software customization selVices.
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<br />3. GRANT OF LICENSE
<br />3.1 Server License, CSS as Ucansor, grants to the Customer, e non-exclusive right and license as set out below, to
<br />install and use one copy 01 the Software on on. Server having a minimum configuration as set out In Schadule A.
<br />A Server License includes the right to use a single Client Workstation lor administration purposes. II the Customer
<br />wishes to: (a) access the Software utiizlng more than one administrative Client WOl1<station or any other additional
<br />networked equipment (either by way 01 a local area network or a wide area network, including but not limited to
<br />Intrenet use), the Customer must acqu~e the requisite number of Client Workstation Ucenses; or (b) access the
<br />Software through the Internet using the Web Server and a browser or the Class Web Chnt Software (il same is
<br />licensed by lt1e Customer hereunder), the Customer must acquire a Web Server Ucense.
<br />3.2 Client Workstation Licenses. The number 01 Ucensed Workstations on a local or wide area network including an
<br />Intranet which may be utilized to access lt1e Software on the Server Is set out on the face o!thls Agreement.
<br />3.3 Web Server License ,II lt1e Customer purchases I Web SelVer license, It may also aliow access by an uniimited
<br />numiler 01 the public to the Web Server through the Internet u~lIzlng Internet Explorer 4.0+ or Netscape Navigator
<br />4.0+ brOWSIlnl.
<br />3.4 Class Web OientSoftware Lic.nse, The number of copies of the Class Web Client Software which may be used
<br />on Web Clients is set out on the lace 01 this Agreement.
<br />3.5 Inteilectual Property. The Customer may not reverse engineer, disassemble or decompile any Software or
<br />prepare derivative worhs thereat. Customer shall not copy, (except lor archival and backup pIlrposes) transler,
<br />display, or use the Software except as expressly authorized in this Agraement. Customer must acquire additional
<br />Server, Ciant Workstation or Web Server icenses, or license upgrades upon payment to CSS 01 lt1e then
<br />designated lee.
<br />3.6 Instailation - The Customer may install on. copy of the Software, on on. Server per Server License and instaU
<br />the cHent portion 01 the Software on on. administrative Ciant Workstation. The Customer may install the client
<br />portion 01 the Software and access the Software, or portion thereol from additionel Client Workstations upon the
<br />Customer obtaining the requisite number of CHent Workstation Ucenses. The Ucense may instaU lt1e web server
<br />softw& 1 duly Ucensed Web Server upon obtaining the Web Server Ucense.
<br />3.7 Lie. J!lrade to Increased Number of Servers. Wol1<stations 0' Web, Customer may increase the number of
<br />Licens vers, Client Worl<ststions, and Web Client Software authorized hereunder by paying to CSS the tllen
<br />prevail, : prices less any discounts that may be available to Customer at such time lor such additional
<br />Server lased number 01 Client Workstatione or Web Servers.
<br />
<br />4. SOFTWARE SUPPORT AND MAINTENANCE SERVICES
<br />4,1 Software Support - CSS shall provide Customer with assistance in the use of the Software under the tanns and
<br />conditions of CSS's standard Software Sentices Agreement.
<br />4,2 Software Maintenance, CSS sllall provlda Customer, entering into the Class Software Services Agreemen~ with
<br />all releases ("Releases" as delinad lt1erein) and versions ("Versions" as delinadtherein) commercially released by
<br />CSS under the tanns and conditions of that Software Services Agreement.
<br />4,3 Software CustOfT';zalicn ,CSS shaD provide Customer with Software customization services under tile tenns and
<br />conditions 01 CSS's standard Software Sentices Agreement.
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<br />5. CHARGES AND PAYMENTS
<br />5,1 Software License Fee ' The charges and payments applicable to the use 01 the Software by the Customer are set
<br />out on the lace 01 this Agreement.
<br />5.2 Software Support and Maintenance Fees. The charges and payments appicable to lt1e software support services
<br />and the maintenance services under It1ls Agreemen~ are set out in the Class Software Services Agreement.
<br />5.3 Taxes and Other Charges, The Customer shaD pay all shipping & handling costs Ind all applicable sales, use,
<br />withholding and excise taxes, and eny other assessments against the Customer In the nature of taxes, duties or
<br />charges however designated on 1t1. Software or its license or use, on or resulting from this Agreemen~ exclusive
<br />01 taxes based on the net income of CSS.
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<br />6. OWNERSHIP OF SOFTWARE
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<br />6,1 Warranty 01 Tite. CSS warrants that it has all rights necessary to make the grant of icense herein by having all
<br />light, title and interest in and to the Software or as licensee 01 all such rights from the owner Illereol.
<br />6.2 Retention 01 Rights by CSS . AU proprietary and intellectual property rights. title and interest including copyright
<br />in and to the original and all copies of the Software and the documentation or any changes or modilications made
<br />to the Software or related doCllmentation shall be and remain that 01 Css, or its licensor as the case may be.
<br />Customer shall not any time whetller before or after the tennination olthis Agreement disclose. lurnish. or make
<br />accessible to anyone any confidential inlonnation received from CSS or make any use thereol other than as
<br />expressly permitted under this Agreemen~ which confidential inlonnation is deemed to Includ. the source and
<br />executable code of the Software or related technical documentstion.
<br />6.3 Archive Copies' Customer shlU not make any copies 01 the Software, with the exception 01 copies 01 the
<br />Software for archive purposes. Customer shall notobiterate, alter, or remove any proprietary or intellectual
<br />property notices from the Software.
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<br />7. WARRANTY
<br />7.1 Limited Warranty 01 Software, When Utilizad by the Customer In a Manner authorized hereunder, CSS warrants
<br />that Software suppiied hereunder shall conlonn to the functional specilications set out in the user documentstion
<br />accomplnying the Software lor thirty (30) days Irom the date 01 installation. CSS's sole obligation and iabliity
<br />hereunder shall be to use reasonable efforts to remedy any such lunctional non-conlonnance which is reported to
<br />CSS in writing by Customer within the warranty period. In the event such non-conlonnance is unable to b.
<br />remedied by CSS, using reasonable efforts, CSS shall, in its sole discretion. refund to Customer the license lee,
<br />and this Agreement will be automatically tanninated. All warranty service shaD be perionned at selVice locations
<br />designated by CSS.
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<br />8. EXCLUSION OF WARRANTlES AND L1MITATlON OF LIABILITY
<br />8.1 SPECIFIC EXCLUSION OF O-rHER WARRANTIES - THE WARRANTlES SET OUT IN SECTIONS 6.1 AHD 7.1 ARE
<br />IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS,
<br />CONDITIONS, OR GUARANTEES, OF ANY KIND WHATSOEVER, BTHER EXPRESS OR IMPLIED BY LAW (IN
<br />CONTRACT OR TORT) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, THOSE REGARIlING MERCHANTABILITY,
<br />DURABILITY, FITNESS FOR PURPOSE CORRESPONDENT TO SAMPLE, TITLE, DESIGN. CONDITION. OR QUALITY.
<br />WITHOUT LIMIT1NG THE ABOVE, CSS DOES NOT WARRANT THAT THE OPERATION OF SOFTWARE SHALL BE
<br />FREE FROM INTERRUPTION OR ERRORS WHICH DO NOT ADVERSELY IMPACT THE SOFTWARE'S WRlmN
<br />WARRANTED FUNCTIONALITY. THE WARRANTIES CONTAINED HEREIN ARE VOID IF FAILURE OF THE
<br />SOFTWARE HAS RESULTED FROM ACCIDENT, ABUSE, MISAPPLlCATlON OR OTHER EXTERNAL CAUSE BY
<br />ANY PARTY OTHER THAN CSS.
<br />8.2 NO INDIRECT DAMAGES, EXCEPT WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT, IN NO
<br />EVENT SHALL CSS BE LIABLE TO CUSTOMER OR TO ANY OTHER PROPERTY FOR INDIRECT DAMAGES OR
<br />LOSSES (IN CONTRACT OR TORT) IN CONNECTlON WITH THE SOFTWARE, OR THIS AGREEMENT, INCLUClNG
<br />BUT NOT LIMITED TO DAMAGES FOR LOST PROmS, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTlAL, OR
<br />SPECIAL DAMAGES, EXCEPTING LOSS OR DAMAGE FOR PERSONAL INJURY OR DAMAGE TO TANGIBLE
<br />PROPERTY RESULTING FROM THE SOLE NEGLIGENCE OF CSS. AS SOME STATESI JURISDICTIONS DO NOT
<br />ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INClRECT DAMAGES, THE ABOVE LlMITATlON MAY
<br />NOT APPLY TO YOU, THE CUSTOMER.
<br />8.3 LIMITS ON liABILITY - EXCEPT WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT, PERSONAL
<br />INJURY, OR DAMAGE TO TANGIBLE PROPERTY, IF FOR ANY REASON CSS BECOMES LIABLE TO CUSTOMER
<br />OR ANY OTHER PARTY FOR ANY DIRECT OR OTHER DAMAGES FORANY CAUSE WHATSOEVER, AND
<br />REGARDLESS OF THE FORM OF ACTION tiN CONTRACT OR TORT), INCURRED IN CONNECTION WITH THIS
<br />AGREEMENT OR THE SOFlWARE, THE AGGREGATE LIABILITY OF CSS FOR ALL DAMAGES, INJURY, AND
<br />LIABILITY INCURRED BY CUSTOMER AND ALL OTHER PARTIES SHALL BE LIMITED TO AN AMOUNT EQUAL TO
<br />THE LICENSE FEES PAID TO CSS FOR THE SOFTWARE WHICH GAVE RISE TO THE CLAIM THEREFORE.
<br />8.4 SEPARATE ENFORCEABILITY, SECTIONS 8.1, 8.2, 8.3 AND 8.4 ARE TO BE CONSTRUED AS SEPARATE
<br />PROVISIONS AHD SHALL EACH BE INDIVIDUALLY ENFORCEABLE.
<br />
<br />9. TERMINATION
<br />9.1 Termination. This Agreement shall tannlnate in each 01 the lollowlng events: (a) at the option 01 either party il
<br />the other party materially defeuits in lt1e performance or observance 01 any 01 its obligations herelDlder Ind lails to
<br />remedy the defauk within 30 days after receiving written demand therefor; or (b) at the option 01 CSS if the
<br />Customer breaches any one 01 sections 2, 4 or 5 01 this Agreement, providadlhat the right 01 tannlnation shail be
<br />In addition to all other rights and remedies available to the parties lor delauk or wrongdoing by lt1e other.
<br />9.2 Suspension 01 Obligations ' II either party should defauk In the perionnance or observance 01 any 01 its
<br />obligations hereunder, then, in addition to aU other rights and remedies available to the non-delaulting party, the
<br />non-defaultlng party may suspend perfonnance and observance 01 any or all its obligations under this Agreemen~
<br />without Iiabiity, until the other party's defauk is remedied, but this section shall not pannit the Customer to
<br />suspend its obligation to make payments owing in respect of the Software.
<br />9.3 Return 01 Software .In the event oftannination 01 lt1is Agreement by either party, Customer shal immediately
<br />return to CSS al Software and any copies lt1ereof and certify in writing to CSSthat it has done so.
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<br />10. GENERAL
<br />10.1 Complete Agreemlnt. This Agreemenllncluding the Schedules hereto constitutes the complete and exclusive
<br />statement 01 the agreement between CSS and the Customer, and supersedes all oral orwrillen proposals. prior
<br />agreements and other prior communications between lt1e parties, concerning the subject matter of this Agreement.
<br />In lhe event 01 a conflict between the tenns 01 this head Agreement and the Schedules hereto, the tanns 01 this
<br />Agreement shall prevail.
<br />10.2 Force Majeure. Dates or limes by which either party is required to perfonn under lt1is Agrsemen~ excepting
<br />the payment 01 any lees or charges due hereunder, shall be postponed automatically to the extent that any party Is
<br />prevented from rneelingthem by causes beyond its reasonable control.
<br />10.3 Notices. All notices and requests In connection with this Agreement shall be given or made upon the
<br />respective parties In writing and shail be deemad given as 01 the third day lollowlngthe day the notice is laxed,
<br />providing I hard copy acknowledgment 01 such successful laxed notice transmission is retained. Notice may also
<br />be deposited in lt1e Canadian mails, postage pre-paid, certified or registered, return receipt requested, and
<br />addressed to the other party at the address setout on lt1e lace hereof.
<br />10.4 Governing Law ' This Agreem.nt and performance hereunder shall be governed by the laws 01 the Province or
<br />State where the Application SelVer Is situate elcepting in the case 01 Louisiana when the laws 01 California shall
<br />apply, or in the else 01 Quebec when the laws 01 Ontario, Canada shall apply.
<br />10,5 Non-Assignable. This Agreement is not assignable by lt1e Customer. Any assignment shall be void.
<br />10.6 Surviv~. Sections 5, 6, 8, and 10 01 this Agreement shaHsurvivetermination and expiration 01 this
<br />Agreement.
<br />10.7 U.S. Government Resbicted Righls ' The Software and documentation are providad with restricted rights. Use,
<br />duplication, or disclosure by lt1e U.S. Government is subject to restrictions as set lorth In subparagrapll @II Xli) 01
<br />The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs @II) and (2)
<br />of the Commercial Computer Software - Restricted Rights et48 CFR 52.227,19, as applicable. The Contractor!
<br />Manufacturer is Class Software Solutions Ltd. Suite 300, 6400 Roberts stree~ Burnaby, British Columbia, Canada,
<br />VSG 4C9.
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