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20-20 SOFTWARE LICENSE AGREEMENT 20-20 TECHNOLOGIES INC. ("20-20") GRANTS YOU A NON-EXCLUSIVE, NON-TRANSFERABLE LICENSE TO USE THE SOFTWARE, IN ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS: 1. LICENSE - THE SOFTWARE MAY BE INSTALLED ON A SINGLE DESKTOP OR LAPTOP COMPUTER AND MAY NOT BE SHARED, INSTALLED OR USED CONCURRENTLY ON DIFFERENT COMPUTERS. ACCORDINGLY, YOU HEREBY IRREVOCABLY AGREE AND WARRANT THAT: (I) NEITHER YOUR USE OF THE SOFTWARE, NOR THE MANNER IN WHICH YOU INTEND TO USE SUCH SOFTWARE, WILL DIRECTLY OR INDIRECTLY INFRINGE THE LEGAL RIGHTS OF ANY THIRD PARTY, (II) YOU HAVE ALL REQUISITE POWER AND AUTHORITY TO EXECUTE THIS AGREEMENT AND TO PERFORM YOUR OBLIGATIONS HEREUNDER AND (III) YOU AGREE TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. YOU MAY NOT MAKE, SELL, RENT, LEASE, SUBLICENSE OR OTHERWISE DISTRIBUTE COPIES OF THE SOFTWARE, OR ELECTRONICALLY TRANSFER THE SOFTWARE FROM ONE COMPUTER TO ANOTHER OR OVER A NETWORK, NOR USE THE SOFTWARE TO DEVELOP ANY SOFTWARE OR OTHER TECHNOLOGY HAVING THE SAME PRIMARY FUNCTION AS THE SOFTWARE, INCLUDING BUT NOT LIMITED TO USING THE SOFTWARE IN ANY DEVELOPMENT OR TEST PROCEDURE THAT SEEKS TO DEVELOP LIKE SOFTWARE OR OTHER TECHNOLOGY, OR TO DETERMINE IF SUCH SOFTWARE OR OTHER TECHNOLOGY PERFORMS IN A SIMILAR MANNER AS THE SOFTWARE. YOU AGREE THAT 20-20 MAY AUDIT YOUR USE OF THE SOFTWARE FOR COMPLIANCE WITH THESE TERMS AT ANY TIME, UPON REASONABLE NOTICE. IN THE EVENT THAT SUCH AUDIT REVEALS ANY USE OF THE SOFTWARE BY YOU OTHER THAN IN FULL COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, YOU SHALL REIMBURSE 20-20 FOR ALL REASONABLE EXPENSES RELATED TO SUCH AUDIT, IN ADDITION TO ANY OTHER DIRECT OR INDIRECT LIABILITIES THAT MAY RESULT OUT OF SUCH NON-COMPLIANCE. 2. INTELLECTUAL PROPERTY - EXCEPT AS OTHERWISE SET FORTH HEREIN, ALL RIGHTS, TITLES AND INTERESTS IN AND TO ALL (I) REGISTERED AND UNREGISTERED TRADEMARKS, SERVICE MARKS AND LOGOS; (II) PATENTS, PATENT APPLICATIONS, AND PATENTABLE IDEAS, INVENTIONS, AND/OR IMPROVEMENTS; (III) TRADE SECRETS, PROPRIETARY INFORMATION, AND KNOW-HOW; (IV) ALL DIVISIONS, CONTINUATIONS, REISSUES, RENEWALS, AND EXTENSIONS THEREOF NOW EXISTING OR HEREAFTER FILED, ISSUED, OR ACQUIRED; (V) REGISTERED AND UNREGISTERED COPYRIGHTS INCLUDING, WITHOUT LIMITATION, ANY FORMS, IMAGES, AUDIOVISUAL DISPLAYS, TEXT, SOFTWARE; AND (VI) ALL OTHER INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS OR OTHER RIGHTS RELATED TO INTANGIBLE PROPERTY WHICH ARE USED, DEVELOPED, COMPRISING, EMBODIED IN, OR PRACTICED IN CONNECTION WITH 20-20 ("20-20 INTELLECTUAL PROPERTY RIGHTS") ARE EXCLUSIVELY OWNED BY 20-20, AND YOU AGREE TO MAKE NO CLAIM OF INTEREST IN OR OWNERSHIP OF ANY SUCH 20-20 INTELLECTUAL PROPERTY RIGHTS. YOU ACKNOWLEDGE THAT NO TITLE TO 20-20 INTELLECTUAL PROPERTY RIGHTS IS TRANSFERRED TO YOU, AND THAT YOU DO NOT OBTAIN ANY RIGHTS, EXPRESS OR IMPLIED, OTHER THAN THE RIGHTS EXPRESSLY GRANTED BY THE PRESENT LICENSE AGREEMENT. IT IS CLEARLY AGREED AND UNDERSTOOD THAT YOU MAY NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY DERIVATIVE WORK OF THE SOFTWARE, OR ANY WORK BASED UPON ONE OR MORE PRE-EXISTING VERSIONS OF A WORK PROVIDED TO YOU BY 20-20, SUCH AS AN ENHANCEMENT OR MODIFICATION, REVISION, TRANSLATION, ABRIDGEMENT, CONDENSATION, EXPANSION, COLLECTION, COMPILATION, REVERSE ENGINEERING OR ANY OTHER FORM IN WHICH SUCH PRE-EXISTING WORKS MAY BE RECAST, TRANSFORMED OR ADAPTED. FURTHERMORE, YOU MAY NOT REMOVE OR ALTER ANY TRADEMARK, TRADE NAMES, PRODUCT NAMES, LOGO, COPYRIGHT OR OTHER PROPRIETARY NOTICES, LEGENDS, SYMBOLS OR LABELS IN THE SOFTWARE. TO THAT EFFECT, YOU HEREBY AGREE NOT TO USE ANY NAMES OR TRADEMARKS OF 20-20, WHETHER REGISTERED OR NOT, IN PUBLICITY RELEASES OR ADVERTISING OR IN ANY MANNER WHATSOEVER WITHOUT 20-20'S PRIOR WRITTEN APPROVAL. 20-20 TECHNOLOGIES AND OTHER TRADEMARKS CONTAINED IN THE SOFTWARE ARE TRADEMARKS OR REGISTERED TRADEMARKS OF 20-20 TECHNOLOGIES INC. AND/OR ITS SUBSIDIARIES. THIRD PARTY TRADEMARKS, TRADE NAMES, PRODUCT NAMES AND LOGOS MAY BE THE TRADEMARKS OR REGISTERED TRADEMARKS OF THEIR RESPECTIVE OWNERS.UNAUTHORIZED COPYING OF THE SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION, OR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS CONTAINED HEREIN WILL RESULT IN AUTOMATIC TERMINATION OF THE PRESENT LICENSE AGREEMENT AND WILL MAKE AVAILABLE TO 20-20 ALL AVAILABLE LEGAL REMEDIES. 3. LIMITED WARRANTY AND DISCLAIMER - YOU AGREE THAT THE SOFTWARE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “AT YOUR OWN RISK? BASIS, EXCEPT AS OTHERWISE NOTED IN THE PRESENT AGREEMENT. 20-20 PROVIDES NO TECHNICAL SUPPORT, WARRANTIES OR REMEDIES FOR THE SOFTWARE. 20-20 EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 20-20 DOES NOT MAKE ANY WARRANTY THAT THE SOFTWARE LICENSED HEREUNDER WILL MEET ANY REQUIREMENTS, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES 20-20 MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH SAID SOFTWARE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM 20-20 SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 4. LIMITATION OF LIABILITY - YOU HEREBY IRREVOCABLY AGREE THAT 20-20�’S ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND/OR FOR ANY BREACH OF THIS AGREEMENT, IS SOLELY LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE DURING THE TERM OF THE PRESENT AGREEMENT. IN NO EVENT SHALL 20-20, ITS LICENSORS AND SUB-CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF 20-20 HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A COUNTRY, PROVINCE OR STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, 20-20'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH COUNTRY, PROVINCE OR STATE. 20-20, ITS LICENSORS AND SUB-CONTRACTORS DISCLAIM ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO: (I) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS; (II) LOSS OR LIABILITY RESULTING FROM DATA NON-DELIVERY OR DATA MIS-DELIVERY; (III) LOSS OR LIABILITY RESULTING FROM ACTS OF GOD OR ACTS BEYOND 20-20’S CONTROL; (IV) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF ANY ACCOUNT NUMBER, PASSWORD, SECURITY AUTHENTICATION OPTION; OR (V) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION PROVIDED UNDER THIS AGREEMENT. THE WARRANTY DISCLAIMER AND LIMITED LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN 20-20 AND YOU. 20-20 WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS. SUCH WARRANTY DISCLAIMER AND LIMITED LIABILITY INURE TO THE BENEFIT OF 20-20'S LICENSORS. 5. CONFIDENTIAL INFORMATION - YOU ACKNOWLEDGE THAT ALL INFORMATION CONCERNING THE SOFTWARE IS "CONFIDENTIAL AND PROPRIETARY INFORMATION". YOU AGREE THAT YOU WILL NOT ALLOW THE DUPLICATION, USE OR DISCLOSURE OF ANY SUCH CONFIDENTIAL AND PROPRIETARY INFORMATION TO ANY PERSON (OTHER THAN YOUR OWN EMPLOYEES WHO MUST HAVE SUCH INFORMATION FOR THE PERFORMANCE OF THEIR DUTIES), UNLESS AUTHORIZED IN WRITING BY 20-20. "CONFIDENTIAL AND PROPRIETARY INFORMATION" IS NOT MEANT TO INCLUDE ANY INFORMATION WHICH, AT THE TIME OF DISCLOSURE, IS GENERALLY KNOWN BY THE PUBLIC. 6. INDEMNITY - YOU AGREE TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS 20-20 AND ANY OF ITS SUB-CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES AND ASSIGNS FROM ALL LIABILITIES, CLAIMS, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, RELATING TO OR ARISING OUT OF (I) THIS AGREEMENT OR THE BREACH OF YOUR WARRANTIES, REPRESENTATIONS AND OBLIGATIONS UNDER THIS AGREEMENT, (II) YOUR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION INFRINGEMENT OR DILUTION BY YOU AND (III) ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY PERSON OR ENTITY. 20-20 SHALL HAVE THE IRREVOCABLE RIGHT TO PARTICIPATE IN ANY DEFENSE OF A THIRD-PARTY CLAIM RELATED TO YOUR USE OF THE SOFTWARE, WITH COUNSEL OF ITS CHOICE. THE TERMS OF THIS PARAGRAPH SHALL SURVIVE ANY TERMINATION OR CANCELLATION OF THIS AGREEMENT. 7. ASSIGNMENT - YOUR RIGHTS UNDER THE PRESENT LICENSE AGREEMENT ARE NOT ASSIGNABLE OR TRANSFERABLE. ANY ATTEMPT BY YOUR CREDITORS TO OBTAIN AN INTEREST IN YOUR RIGHTS UNDER THIS AGREEMENT, WHETHER BY ATTACHMENT, LEVY, GARNISHMENT OR OTHERWISE, RENDERS THIS AGREEMENT VOIDABLE AT 20-20’S OPTION. 8. EXPORT RESTRICTIONS - YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL NOT IMPORT, EXPORT, OR RE-EXPORT, DIRECTLY OR INDIRECTLY, ANY PRODUCTS INCORPORATING OR USING THE SOFTWARE AND/OR ANY OF 20-20 INTELLECTUAL PROPERTY RIGHTS IN VIOLATION OF ANY LAWS AND REGULATIONS OF ANY APPLICABLE JURISDICTION. 9. WAIVER - NO WAIVER OF ANY PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF 20-20. THE REMEDIES OF 20-20 UNDER THIS AGREEMENT SHALL BE CUMULATIVE AND NOT ALTERNATIVE, AND THE ELECTION OF ONE REMEDY FOR A BREACH SHALL NOT PRECLUDE PURSUIT OF OTHER REMEDIES. THE FAILURE OF A 20-20, AT ANY TIME OR FROM TIME TO TIME, TO REQUIRE PERFORMANCE OF ANY OBLIGATIONS HEREUNDER SHALL NOT AFFECT ITS RIGHT TO ENFORCE ANY PROVISION OF THIS AGREEMENT AT A SUBSEQUENT TIME, AND THE WAIVER OF ANY RIGHTS ARISING OUT OF ANY BREACH SHALL NOT BE CONSTRUED AS A WAIVER OF ANY RIGHTS ARISING OUT OF ANY PRIOR OR SUBSEQUENT BREACH. 10. THIRD PARTY SOFTWARE – THE SOFTWARE MAY CONTAIN THIRD PARTY SOFTWARE WHICH REQUIRES NOTICES AND/OR ADDITIONAL TERMS AND CONDITIONS. BY INSTALLING THE SOFTWARE, YOU ARE ALSO ACCEPTING THE ADDITIONAL TERMS AND CONDITIONS, IF ANY, SET FORTH THEREIN. 11. GENERAL - THIS AGREEMENT WILL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF CANADA AND THOSE APPLICABLE IN THE PROVINCE OF QUEBEC, WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ANY OTHER REPRESENTATIONS, COMMUNICATIONS OR ADVERTISING WITH RESPECT TO THE SOFTWARE, WHETHER ORAL OR WRITTEN. YOU AGREE THAT ANY VARYING OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER OR OTHER WRITTEN NOTIFICATION OR DOCUMENT ISSUED BY YOU IN RELATION TO THE SOFTWARE LICENSED HEREUNDER SHALL BE OF NO EFFECT. IF ANY PROVISION OF THIS AGREEMENT IS HELD INVALID, THE REMAINDER OF THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT IN WRITING: 20-20 TECHNOLOGIES INC., 400 ARMAND-FRAPPIER BLVD., SUITE 2020, LAVAL, QUEBEC, CANADA, H7V 4B4. TELEPHONE (514) 332-4110 / FAX: (514) 334-6043.