License Agreement

This License Agreement (the “Agreement”) is between Customer and JOVACO SOLUTIONS INC. and consists of these General Terms, the applicable Use Rights and SLAs, and any additional terms JOVACO presents when an order is placed. This Agreement takes effect when the Customer accepts these General Terms. The individual who accepts these General Terms represents that he or she is authorized to enter into this Agreement on behalf of the Customer.

These General Terms apply to all of Customer’s orders under this Agreement.

We grant you the following perpetual, non-exclusive and non-transferable rights to use the enclosed Product:

a. License grant. Products are licensed and not sold. Upon JOVACO’s acceptance of each order and subject to Customer’s compliance with this Agreement, JOVACO grants Customer a nonexclusive and limited license to use the Products ordered as provided in the applicable Use Rights and this Agreement. These licenses are solely for Customer’s own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.

b. Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period unless renewed. Licenses granted for metered Products billed periodically based on usage continue as long as Customer continues to pay for its usage of the Product. All other licenses become perpetual upon payment in full.

c. Applicable Use Rights. For perpetual licenses, the Use Rights in effect when Customer orders a Product will apply. For subscriptions, the Use Rights in effect at the start of each subscription period will apply. Customers with subscriptions for Product may use new versions released during the subscription period subject to the Use Rights in effect when those versions are released. For metered Products billed periodically based on usage, the Use Rights in effect at the start of each billing period will apply during that period. JOVACO may update the Use Rights periodically, but material adverse changes for a particular version will not apply during the applicable license, subscription, or billing period.

d. End Users. Customer will control access to and use of the Products by End Users and is responsible for any use of the Products that does not comply with this Agreement.

e. Company Restrictions. You may use the Products only to process your data or data of your “Affiliates”. An “Affiliate” is an entity that is controlled By you and which has its own set of accounting records. “Controlled By” means ownership of at least 50% of the voting shares. The Product may not be used to process the data of any other entity or to operate a service bureau.

f. Ownership. We retain ownership of the Product and accompanying documentation and all rights not specifically granted to you. You may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. Additionally and not in limitation of any rights, we retain ownership and you assign, set over and release any ownership and other proprietary rights to us to any customizations and ongoing support of the customizations that may be developed from any source and by whomever created during the term of the this License. All such customizations and ongoing support of the customizations shall be a component of the supported Product and subject to this License Agreement.

Support for the Product is available through your JOVACO SOLUTIONS Partner or from JOVACO SOLUTIONS, INC. All license and application support fees will be paid to either your JOVACO SOLUTIONS, INC. Partner or to JOVACO SOLUTIONS, INC.

We warrant that the Product will perform substantially in accordance with its documentation for a period of ONE (1) YEAR from the date of receipt. If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS AS DESCRIBED ABOVE DISCOVERED DURING THE PERIOD OF THIS LIMITED ONE YEAR WARRANTY. AS TO ANY DEFECTS DISCOVERED AFTER THE ONE (1) YEAR PERIOD, THERE IS NO WARRANTY OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. Any supplements or updates to the Product, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the one year Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund we elect, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Product does not meet our Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 8 below (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others, which vary from state/jurisdiction to state/jurisdiction.

Our entire liability and your exclusive remedy will be, at our option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Product, or (b) repair or replacement of the Product, that does not meet this Limited Warranty and that is returned to us with a copy of your receipt. You will receive the remedy we elect without charge, except that you are responsible for any expenses you may incur, e.g. cost of shipping the Product to us.

This Limited Warranty is void if failure of the Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Product will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer. Outside the United States, neither these remedies nor any Product support services offered by JOVACO SOLUTIONS, INC. are available without proof of purchase from an authorized source. To exercise your remedy, contact: JOVACO Solutions, 7100 Jean-Talon E, Suite 1150, Montreal, QC H1M 3S3.

The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, we provide the Product and any support services AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support services.

The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, we provide the Product and any support services AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support services.

a. JOVACO shall: (i) indemnify, hold harmless and defend, and at its option settle, any claim by a third party against You on the basis of Product infringement of any United States patent, trademark, copyright; and (ii) pay any final judgment entered against You on such claim or any settlement entered into by JOVACO on Your behalf, provided that: You (i) notify JOVACO promptly of each such claim; (ii) give JOVACO sole control of the defense and/or settlement of the claim; (iii) fully cooperates with JOVACO in the defense or settlement of the claim; and (iv) takes no action that may prejudice JOVACO’s ability to defend the claim.

b. If all or any part of the Product is, or in the opinion of JOVACO is likely to become, the subject of a claim of infringement, JOVACO may at its sole discretion: (i) procure for You the right to use the Product or the affected part thereof; (ii) replace the Product or affected part with other suitable software; (iii) modify the Product or affected part to make it non-infringing; or (iv) if none of the foregoing remedies is commercially feasible as determined by JOVACO in its sole discretion, JOVACO shall refund, upon return of the infringing Product, a portion of the payments paid by You to JOVACO for the Product or the affected part thereof, pro-rated based upon Your use of the Product over a 48 month period beginning upon the commencement of the term of this License.

Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), our entire liability under any provision of this AGREEMENT and your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement we elect with respect to any breach of the Limited Warranty) will be limited to the amount actually paid by you for the Product. The foregoing limitations, exclusions and disclaimers (including Sections 5, 6, 7 and 9 above) will apply to the maximum extent permitted by applicable law, even if the remedy fails its essential purpose.

This AGREEMENT is governed by Canadian laws and, in respect of any dispute, which may arise hereunder; you consent to the jurisdiction of the federal court sitting in Montreal, Quebec, Canada.

a. Independent Reseller. Licensee recognizes and acknowledges that any distributor or authorized reseller of JOVACO Solutions, through which Licensee has obtained copies of the Product or obtained services related to the Product, is not the agent or the partner of JOVACO Solutions. Any such distributor or authorized reseller is an independent company, person, or entity with no authority to bind JOVACO Solutions or to make representations or warranties on behalf of JOVACO Solutions. In this regard, JOVACO Solutions makes no representation or warranties regarding its software except as expressly set forth in this Agreement.

b. Invoicing and Payment. JOVACO Solutions, lnc. acknowledges and agrees that Licensee may acquire copies of the Product from a distributor or authorized reseller of JOVACO Solutions, Inc. and, upon full payment of the applicable license fees by the authorized reseller or distributor with respect to such Product will owe no license fees to JOVACO Solutions.

This AGREEMENT (including any addendum or amendment there to) is the entire agreement relating to the Product and the support services (if any) and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this AGREEMENT. To the extent the terms of our policies or programs for support services conflict with the terms of this AGREEMENT, the terms of this AGREEMENT will control. In the event that any of the terms of this AGREEMENT are in conflict with any rule of law or statutory provision or otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms will be deemed stricken from this AGREEMENT. The parties will replace a severed provision by a provision which is closest to the original intent of the parties.