AZYGOSOFT WEBSITE LICENSE AGREEMENT This is a license agreement between you, if making this agreement on your own behalf, or the company, firm or business that has authorized you to contract on its behalf, (hereinafter referred to as the "Licensee" or "Subscriber") and AZYGOSOFT CORPORATION (hereinafter referred to as "Azygosoft" or "Licensor") and is effective as of the date you indicate your acceptance by clicking on the “I ACCEPT” button. WHEREAS: A. Azygosoft operates a service known as xpTrak to subscribers by providing internet access to a database through the xpTrak website and is the owner of intellectual property rights, including copyright, in and to its information, data, product and content; B. The Licensee wishes to subscribe and obtain access to xpTrak, and the ability to make use of, the information, data, product and content and to store its data there; and C. The Licensor desires to grant to the Licensee and the Licensee desires to obtain from the Licensor a non-exclusive license to access the website and to use its information, data and product, subject to the terms and conditions of this Agreement. NOW THEREFORE in consideration of the premises and the covenants, Agreements, representations, warranties and payments hereinafter contained, THE PARTIES AGREE AS FOLLOWS: ARTICLE 1. Acceptance 1.1 PLEASE READ THIS AGREEMENT CAREFULLY. IT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES. By clicking on the "I ACCEPT" button at the end of this Agreement or by using or accessing the Website, the Subscriber is agreeing to be bound by all the terms and conditions, without modification, of this Agreement. ARTICLE 2. Definitions 2.1 "Administrator" means the individual designated by the Subscriber in accordance with Article 9.0 of this Agreement; 2.2 "Agreement" means this agreement, with the recitals and all Schedules; 2.3 "Claim" means assertion, claim, suit, action, and any other form of legal proceeding; 2.4 "Company ID" means a representation of company name, firm name, or the name under which the Subscriber conducts business and registered with the Service; 2.5 "Copyright Notice" means the following: Copyright, 2005. Azygosoft of British Columbia . All rights reserved. Use subject to license. or such other copyright notice as provided by the Licensor to the Licensee; 2.6 "Documentation" means the documents, instructions and other materials furnished or published by the Licensor concerning the Service or Product; 2.7 "Effective Date" means the date set out in the beginning of this Agreement as the effective date; 2.8 "Fees" means any and all applicable fees payable under this Agreement including those set out in the attached Schedule “A” (and including any applicable taxes) for use of the Product, Service and Website which is attributable to the Subscriber’s Company ID or any User ID or any Password issued; 2.9 "infringe" includes misappropriate; 2.10 "Intellectual Property Rights" means any and all relevant intangible rights protecting commercially viable products of human intellect property rights existing from time to time in any applicable jurisdiction including those under patent law, copyright law, moral rights law, privacy law, publicity law, trade secrecy law, trade mark law, integrated circuit topography or semi-conductor chip protection law, unfair competition law or unfair trade practices law, or other similar law; 2.11 "Mark" or "Marks" means any one or more of the Licensor’s trade marks, logos, trade names or other indicia of the source of the Product or Service; 2.12 "Password" means that combination of letters, numbers or symbols or any combination thereof assigned by the Licensor or chosen by the Subscriber or its Administrator which validates the identity of the Subscriber and User ID to the Website administrators for the Licensor; 2.13 "Product" means any and all of the information, data, database, or product or any portion thereof, in anyway obtained from or through the Website or its contents; 2.14 "Service" means the accessibility and availability of the Product online through the Website to registered Subscribers for the Fee; 2.15 "Subscriber" means the individual or legal entity set out as the Subscriber or Licensee and includes its partners, officers, employees or agents and will when the context requires include the Administrator; 2.16 "Subscriber's Address" means the mailing address of the Subscriber; 2.17 “Term” means a time period of one (1) year commencing on the date of receipt by the Licensor of the Subscriber’s agreement to the terms and conditions, without modification, of this Agreement, and continuing on a year to year basis thereafter subject to the provisions with respect to termination contained herein; 2.18 "use" includes the exploitation of any relevant Intellectual Property Right and includes, as appropriate, execute, perform, reproduce, access and transmit, as restricted by the context of this Agreement; 2.19 "User ID" means each and every identification code requested by the Subscriber and assigned by the Licensor to each individual permitted by the Subscriber to use the Website under the Subscriber's Company ID; 2.20 "Website" means the restricted access website or websites having the Uniform Resource Locator (URL) known as http://www.xptrak.com and any substitutes, alternatives, and successors as required in the sole discretion of the Licensor, all of which are located within a portion of the Internet system of communications generally known as the world wide web, and reference to such website will include any and all information and content contained in such website, including but not limited to the Product. ARTICLE 3. Grant of Rights 3.1 Subject to the terms and conditions of this Agreement, the Licensor hereby grants, and the Licensee hereby accepts, a non-exclusive, non-assignable license under all Intellectual Property Rights owned, licensed or otherwise possessed or controlled by the Licensor to permit the Licensee: (a) to use the Product, Service, Website and Documentation as expressly provided herein; and (b) use any Mark or Marks as permitted in this Agreement. 3.2 The benefit of the license granted hereunder is to be limited solely to the Licensee. 3.3 The Licensee will not reproduce, sell, market or promote the Service, Product or Documentation or any portion in stand alone form without its integration with the normal products and services of the Subscriber. 3.4 The Licensee will use the Service, Product and Documentation only for its lawful business purposes within the normal scope of the Licensee’s business. 3.5 The Licensee may only access, manipulate, view, download, store or print the Service, Product or Documentation or any portion thereof, as it is necessary for these purposes and in a manner which allows the Licensee to comply with all terms and conditions of this Agreement. 3.6 If the Licensee is authorized to use any Mark or Marks: (a) It must comply with the Licensor’s rules of general application concerning the use of the Mark or Marks; (b) It must use the Mark or Marks only to notify users and customers of the origin of the Product for which use of the Mark or Marks is authorized; and (c) It must execute such documentation and further assurances that the Licensor may reasonably request to protect the Intellectual Property Rights in the Mark . ARTICLE 4. Title 4.1 All title to and ownership of the Service, Product, Website and Documentation and any modifications made thereto will at all times remain with the Licensor or its licensors. 4.2 The Licensee does not have any right or interest in the Service, Product Website or Documentation except as explicitly provided in this Agreement. ARTICLE 5. Product Marking/Protection 5.1 The Licensee shall maintain and place the Copyright Notice on all media which contains the Product or any Documentation. The Licensee shall not remove the Copyright Notice or any other copyright notice from the Product or its Documentation. 5.2 If the type of license agreed to provides for the Licensee to embed the Product in an application of the Licensee, the Licensee shall ensure that the Product: (a) is secure from direct access by third parties; (b) cannot be copied in whole or in part by third parties; (c) that third parties are not able to gain access to or use the Licensed Product other than through the Licensee’s application, and (d) the Product is identifiable and removed from the application upon the termination of this Agreement. ARTICLE 6. Term and Termination 6.1 Subject to earlier termination under Section 6.2, the Term is from the Effective Date. 6.2 Azygosoft may discontinue the Subscriber’s use and access of the Service, Product or Documentation and immediately terminate this Agreement if any of the following events occurs: (a) If the Licensee failed to comply with this Agreement, all statutes, rules regulations, laws and bylaws of the Licensor for the use of the Service, Product, Website or Documentation; (b) If the Licensee failed to comply with this Agreement, all statutes, rules regulations, laws and bylaws of the Licensor for the use of the Service, Product, Website or Documentation; (c) If there is a material change in the Licensee’s information, or if the Licensee provided false information or information which the Licensor has been unable to reasonably verify; (d) if the Licensee fails to remedy a material default, including failure to make payments specified, within thirty (30) days of receipt of written notice of such default; or if: (i) the Licensee files a petition for bankruptcy or is adjudicated a bankrupt; (ii) a petition in bankruptcy is filed against the Licensee; (iii) if the Licensee becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or insolvency law; (iv) the Licensee ceases to carry on business; or (v) a receiver is appointed for the Licensee of its business. 6.3 On termination of this Agreement for cause, the Licensee must promptly discontinue use of the Service, Product, Website and Documentation, and return the same to Azygosoft. 6.4 In the event that this agreement is terminated due to the default of the Licensee, any electronic data of the Licensee stored with the Licensor shall forthwith upon such default become the property of the Licensor absolutely. 6.5 Either party may terminate this Agreement at any time during the term of this Agreement by giving the other party thirty (30) days prior written notice. ARTICLE 7. Subscriber's Covenants 7.1 The Subscriber hereby covenants and agrees that it will only use the Service, Product, Website and Documentation in the manner prescribed in this Agreement and further covenants to only place, store, locate or in any way transfer the Product or Documentation upon, to or through a computer, server, network or other configuration of computers or electronic devices in a manner which is consistent with and subject to the terms and conditions of this Agreement. 7.2 The Subscriber will be responsible for all use attributable to the Subscriber or performed under the Subscriber's Company ID and any User ID's and Passwords issued thereunder, and the Subscriber will ensure that any person authorized by it to use the Website and Product will only do so subject to the terms and conditions of this Agreement. 7.3 The Subscriber will abide by and conform to all applicable international, federal, provincial, municipal or other governmental authorities' laws, rules, regulations, orders, statutes, and by-laws, in force, from time to time, during the term of this Agreement. 7.4 The Subscriber will ensure that the Service, Product, Website and Documentation are used in a reasonable manner and will adhere to all rules and regulations set out or prescribed by the Licensor, or an employee of the Licensor, at the Website or by notice provided in writing. 7.5 The Subscriber will not in any way add to, modify, alter, delete, destroy or manipulate the Service, Product, Website and Documentation except as expressly in accordance with this Agreement. 7.6 The Subscriber will not transfer or assign this Agreement in whole or in part without the express written consent of the Licensor, which consent may be arbitrarily withheld and may impose any conditions or limitations as the Licensor deems fit. ARTICLE 8. Licensor's Covenants 8.1 The Licensor, upon reasonable confirmation and verification of any and all information provided by the Subscriber and as soon as practicable following execution of this Agreement and throughout the term of this Agreement, provide the Subscriber reasonable access to the Website. 8.2 The Service, Products, Website and Documentation are provided in good faith and the Licensor will use reasonable efforts to ensure that the Service, Product, Website and Documentation are accurate and current. ARTICLE 9. Administrator 9.1 The Subscriber will as soon as reasonably practicable following the execution of this Agreement, designate an individual to act as the Subscriber's Administrator, and notify the Licensor of the name of the Subscriber's Administrator, and will keep the Licensor informed on an ongoing basis of any changes with respect to person designated to be the Administrator. 9.2 The Administrator has the responsibility within the Subscriber's firm, corporation or business entity, to alter and update certain information with respect to this Agreement, as follows: (a) updating the Subscriber's corporate profile including, but not limited to any changes of address, name, telephone or fax number, but the Subscriber will not alter its Company ID unless such alteration is done with the knowledge and prior written consent of the Licensor; (b) issuing User ID's and Passwords for the Subscriber to be used for the use of the Website, changing such User ID's and Passwords periodically, and deleting User ID's and Passwords for which the Subscriber no longer wishes to assume full and complete responsibility for. ARTICLE 10. Payment Terms and Taxes 10.1 All amounts due and owing pursuant to this Agreement are payable in advance and due upon the first day of the subscription period chosen. 10.2 All amounts are exclusive of any applicable Goods and Services Tax ("GST") or any other form of sales or valued added tax. To the extent applicable, GST or any tax or payment that supercedes or replaces the GST, will be shown separately on all invoices along with the Business Numbers of the parties. 10.3 Payments not received by Azygosoft when due will be subject to an interest at a rate of one and half (1.5%) percent per month on the balance due and owing. Provided however, that in the event payment is not received when due in accordance with Article 10.1 herein, at the sole option of the Licensor and without prejudice to the Licensor’s other rights under Article 6 herein, the Subscriber’s licence under this agreement shall be suspended until such default is cured. 10.4 All amounts payable hereunder by the Licensee shall be payable without deductions for taxes, assessments, fees or charges of any kind. 10.5 The Licensor reserves the right to change the Fees by providing the Licensee with at least thirty (30) days written notice. 10.6 The Licensee is responsible for paying all: (a) sales, use, excise, valued added or other tax or governmental changes imposed on the use of the Product, (b) insurance and installation charges, and (c) import or export duties or like charges. ARTICLE 11. Prevention of Unauthorized Use 11.1 The Licensee acknowledges that the Service, Product, Website and Documentation contain valuable proprietary information of Azygosoft and that the Licensee will take reasonable measures to ensure that no unauthorized use of the Service, Product, Website and Documentation occurs. ARTICLE 12. Warranties and Liability 12.1 The Licensor makes no representation or guarantee that the Website will be available or without interruption. The Subscriber acknowledges that its use of the Website may be limited or prevented altogether for periods of time throughout the Term of this Agreement. 12.2 Azygosoft does not represent nor warrant that all errors in the Service, Product, Website or Documentation will be corrected, nor that the Service, Product, Website or Documentation will be uninterrupted or error-free. 12.3 Except as otherwise explicitly set out herein, Azygosoft expressly disclaims any and all warranties and conditions concerning the Service, Product, Website and Documentation, including any and all warranties and conditions of design, merchantability and fitness for any particular purpose, performance and any and all warranties and conditions that might otherwise arise during the course of dealing, usage or trade and those which may be implied by law. The Agreement sets out the entire extent of all warranties and conditions in respect of the Service, Product, Website and Documentation. 12.4 To the maximum extent permitted by applicable law, in no event will Azygosoft be liable for any incidental, indirect, punitive, exemplary or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim arising out of this Agreement. 12.5 Except for the indemnity in Section 13.0, Azygosoft's total maximum aggregate liability under this Agreement and the license of the Service, Product, Website and Documentation under any and all or out of circumstances, arising in any manner whatsoever, will be limited to the Fees actually paid by the Licensee to Azygosoft under this Agreement in the one (1) month period immediately preceding the final act or event which gave rise to such liability. It is expressly understood by the parties that it is the responsibility of the Licensee to ensure regular retrieval, preservation and storage of any data submitted to the Licensor through use of the Service, Product, Website or Documentation. ARTICLE 13. Intellectual Property Indemnity 13.1 Subject to the limitations of Section 13.2, Azygosoft will defend, at its own expense, any claim, suit or proceeding brought against the Licensee to the extent it is based upon a claim that the Service, Product, Website and Documentation ("Indemnified Product") obtained pursuant to this Agreement infringes upon any Canadian patent, or copyright, or misappropriates a trade secret of any third party ("Claim"). The Licensee will: (a) promptly notify Azygosoft in writing of any such Claim; (b) give Azygosoft full information and assistance in connection therewith; and (c) give Azygosoft the sole right to control the defence of any such Claim and the sole right to settle or compromise any such Claim. 13.2 Azygosoft will pay all damages, costs, and expenses finally awarded to third parties against the Licensee in such action or agreed to in settlement by Azygosoft. If the Service, Product or Documentation is, or in Azygosoft's opinion might be, held to infringe or misappropriate as set forth above, Azygosoft may, at its option and expense replace or modify such Service, Product, Website or Documentation with a product substantially similar in functionality so as to avoid infringement or misappropriation, or procure the right for the Licensee to continue the use of such Service, Product, Website or Documentation. If neither of such alternatives is, in Azygosoft's opinion, commercially reasonable, Azygosoft shall cease providing such Service, Product, Website and Documentation to the Licensee, and Azygosoft shall refund the Fees paid by the Licensee to Azygosoft under this Agreement in the one (1) month period immediately preceding the final act or event which gave rise to such liability. To the fullest extent permitted by law, the foregoing states the entire liability of Azygosoft to Licensee concerning infringement or misappropriation of intellectual property rights, including but not limited to patent, copyright, trademark, and trade secret rights, and is in lieu of and replaces any and all other express, implied or statutory warranties or conditions regarding infringement or misappropriation. 13.3 Azygosoft will have no liability for, and no obligation to defend Licensee against any claim of infringement to the extent such claim is based on: (a) use of an Indemnified Product outside the scope of this Agreement; (b) use of a superseded or altered release of an Indemnified Product; (c) the combination, operation, or use of an Indemnified Product with software, hardware or other materials not specified in the Documentation; (d) any modification of the Indemnified Product not made or authorized in writing by Azygosoft, or (e) Licensee's use of the Indemnified Product after Azygosoft's notice to the Licensee that it must cease use of the Indemnified Product due to such claim. 13.4 The above exclusions apply to the extent that the infringement would have been avoided but for such improper use. ARTICLE 14. General Provisions 14.1 All documents submitted to Azygosoft will be subject to the protection and disclosure provisions of the Freedom of Information and Privacy Act (BC) (“FOIP Act”) as amended, revised or substituted from time to time. While this Act allows persons a right of access to records in Azygosoft's custody or control, it also prohibits Azygosoft from disclosing personal or business information where disclosure would be harmful to business interests or would be an unreasonable invasion of personal privacy as defined in the FOIP Act. 14.2 The Licensee should identify appropriate parts of any proposal or submission as confidential, since this will clearly establish its expectations towards the document, both to Azygosoft as a public body and to the Information and Privacy Commissioner in any review of or refusal of access. Azygosoft, however, may not be able to meet these expectations in every instance. 14.3 The FOIP Contact for the Licensor is the FOIP Officer, Azygosoft Corporation, at the address set out in Article 14.14(a) herein. 14.4 Any Articles or Sections which by their sense or context are meant to survive the termination or expiration of this Agreement will survive, including but not limited to Article 4.0 (Title), Article 10.0 (Payment Terms and Taxes), Article 11.0 (Confidentiality), Article 12.0 (Warranties and Liability), and Article 13.0 (Intellectual Property Indemnity). 14.5 This Agreement is not subject to and will not be affected by the provisions of the United Nation’s Convention of Contracts for the International Sale of Goods, regardless of that Convention’s legal or statutory adoption by any jurisdiction. 14.6 In order to permit the determination and confirmation of whether or not the provisions of this Agreement have been complied with, the Licensee must: (a) maintain reasonable records of its use of the Product; (b) maintain reasonable records of transactions with other parties involving the products of Licensee or any of its affiliates in which the Product is used in any way; and (c) make such records available upon reasonable notice for inspection and audit by or on behalf of Azygosoft. 14.7 This Agreement is governed by the laws in force in the Province of British Columbia . No action may be commenced or maintained by either party on any matter contained in or arising out of this Agreement in any court other than a court of the appropriate jurisdiction in the Province of British Columbia or on appeal from the appropriate British Columbia Court to the Supreme Court of Canada. 14.8 This Agreement will be binding upon and enure to the benefit of the parties and their heirs, executors, administrators, receivers, trustees, successors, and permitted assigns. 14.9 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supercedes any other prior statements, representations, discussions, negotiations or agreements between the parties, whether written or oral. 14.10 The Licensee may not assign this Agreement or its rights (including a sublicense of those rights) or otherwise part with possession of the Product or Documentation or otherwise provide access to the Product or Documentation without the prior written consent of the Licensor. The Licensor may assign its rights hereunder without the prior written consent of the Licensee. 14.11 The Licensor may at any time, and from time to time, alter or vary the terms hereof including the obligations of the Licensee by providing the Licensee with at least thirty (30) days written notice. 14.12 Any dispute between the parties hereto as to the interpretation of, subject matter of, or in any way related to, this Agreement is to be resolved by the parties attempting to reach a fair and equitable resolution by using, in good faith, one or more of the following means, in the order listed, until a resolution is arrived at. The means to be used are: (a) negotiation; (b) mediation; (c) arbitration; or (d) legal proceedings in a court of competent jurisdiction. 14.13 Except for the purposes of preserving a limitation period or obtaining an appropriate interim order or remedy where reasonably necessary, unless otherwise agreed to in writing by the parties, a condition precedent to the bringing of any legal proceedings is that the means or procedures in this clause have been used and followed in good faith. With respect to mediation, unless otherwise agreed to in writing, mediation will be in accordance with the procedures of The Canadian Foundation for Dispute Resolution (hereinafter sometimes referred to as the "Foundation"), using as mediator a third party neutral person, either mutually agreed to by the parties, or if the parties are unable to agree as selected by the Foundation. With respect to arbitration, unless otherwise agreed to in writing by both parties, arbitration is to be by way of a single arbitrator pursuant to the Commercial Arbitration Act of British Columbia. 14.14 All communications and notices required or permitted to be given under this Agreement, unless otherwise specifically provided for, must be given in writing and faxed to a party at the number set out below, mailed (postage prepaid), or delivered to that party at its address as follows: (a) Azygosoft: by postage prepaid mail addressed to: Azygosoft Corporation 950-1111 Melville Street Vancouver , BC Canada V6E 3V6 or by fax to the fax number of Azygosoft at: Fax: (604) 669-5105 (b) Licensee: At the address or fax number provided to the Licensor by the Subscriber 14.15 Any notice or other communication given by fax or delivery will be deemed to have been given as at the commencement of the next following business day, and any notice or other communication given by prepaid mail will be deemed to have been received on the fifth (5th) business day following deposit in the mail. In times of labour strikes or slow-downs affecting the mail delivery, notice will be effective only if delivered or given by other effective means or upon actual receipt. Any party may change its address for service by notice served as set out above. SCHEDULE "A" This is Schedule "A" to Azygosoft Online Subscriber Website License Agreement dated as of the Effective Date. Access times Subscription term and price Unrestricted access, 24 hours per day, $0.00 CDN per month or seven days per week $0.00 CDN per year PLEASE CERTIFY THAT YOU UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT by clicking on the appropriate button below. By clicking on the “I ACCEPT” link button below YOU ARE ALSO CERTIFYING that you are 18 years of age or older, are legally competent to enter into binding obligations, and in the case of a Subscriber for which you are a principal, owner, employee or agent, that you have the authority to act for and on behalf of that Subscriber in entering into this agreement. Should you disagree with the conditions and terms hereof, click on the “DECLINE” link button and your registration will terminate. AZYGOSOFT WEBSITE LICENSE AGREEMENT This is a license agreement between you, if making this agreement on your own behalf, or the company, firm or business that has authorized you to contract on its behalf, (hereinafter referred to as the "Licensee" or "Subscriber") and AZYGOSOFT CORPORATION (hereinafter referred to as "Azygosoft" or "Licensor") and is effective as of the date you indicate your acceptance by clicking on the “ACCEPT” button. WHEREAS: A. Azygosoft operates a service known as xpTrak to subscribers by providing internet access to a database through the xpTrak website and is the owner of intellectual property rights, including copyright, in and to its information, data, product and content; B. The Licensee wishes to subscribe and obtain access to xpTrak, and the ability to make use of, the information, data, product and content and to store its data there; and C. The Licensor desires to grant to the Licensee and the Licensee desires to obtain from the Licensor a non-exclusive license to access the website and to use its information, data and product, subject to the terms and conditions of this Agreement. NOW THEREFORE in consideration of the premises and the covenants, Agreements, representations, warranties and payments hereinafter contained, THE PARTIES AGREE AS FOLLOWS: 1 Acceptance 1.1 PLEASE READ THIS AGREEMENT CAREFULLY. IT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES. By clicking on the "I ACCEPT" button at the end of this Agreement or by using or accessing the Website, the Subscriber is agreeing to be bound by all the terms and conditions, without modification, of this Agreement. 2 Definitions 2.1 "Administrator" means the individual designated by the Subscriber in accordance with Article 9.0 of this Agreement; 2.2 "Agreement" means this agreement, with the recitals and all Schedules; 2.3 "Claim" means assertion, claim, suit, action, and any other form of legal proceeding; 2.4 "Company ID" means a representation of company name, firm name, or the name under which the Subscriber conducts business and registered with the Service; 2.5 "Copyright Notice" means the following: Copyright, 2005. Azygosoft of British Columbia . All rights reserved. Use subject to license. or such other copyright notice as provided by the Licensor to the Licensee; 2.6 "Documentation" means the documents, instructions and other materials furnished or published by the Licensor concerning the Service or Product; 2.7 "Effective Date" means the date set out in the beginning of this Agreement as the effective date; 2.8 "Fees" means any and all applicable fees payable under this Agreement including those set out in the attached Schedule “A” (and including any applicable taxes) for use of the Product, Service and Website which is attributable to the Subscriber’s Company ID or any User ID or any Password issued; 2.9 "infringe" includes misappropriate; 2.10 "Intellectual Property Rights" means any and all relevant intangible rights protecting commercially viable products of human intellect property rights existing from time to time in any applicable jurisdiction including those under patent law, copyright law, moral rights law, privacy law, publicity law, trade secrecy law, trade mark law, integrated circuit topography or semi-conductor chip protection law, unfair competition law or unfair trade practices law, or other similar law; 2.11 "Mark" or "Marks" means any one or more of the Licensor’s trade marks, logos, trade names or other indicia of the source of the Product or Service; 2.12 "Password" means that combination of letters, numbers or symbols or any combination thereof assigned by the Licensor or chosen by the Subscriber or its Administrator which validates the identity of the Subscriber and User ID to the Website administrators for the Licensor; 2.13 "Product" means any and all of the information, data, database, or product or any portion thereof, in anyway obtained from or through the Website or its contents; 2.14 "Service" means the accessibility and availability of the Product online through the Website to registered Subscribers for the Fee; 2.15 "Subscriber" means the individual or legal entity set out as the Subscriber or Licensee and includes its partners, officers, employees or agents and will when the context requires include the Administrator; 2.16 "Subscriber's Address" means the mailing address of the Subscriber; 2.17 “Term” means a time period of one (1) year commencing on the date of receipt by the Licensor of the Subscriber’s agreement to the terms and conditions, without modification, of this Agreement, and continuing on a year to year basis thereafter subject to the provisions with respect to termination contained herein; 2.18 "use" includes the exploitation of any relevant Intellectual Property Right and includes, as appropriate, execute, perform, reproduce, access and transmit, as restricted by the context of this Agreement; 2.19 "User ID" means each and every identification code requested by the Subscriber and assigned by the Licensor to each individual permitted by the Subscriber to use the Website under the Subscriber's Company ID; 2.20 "Website" means the restricted access website or websites having the Uniform Resource Locator (URL) known as http://www.xptrak.com and any substitutes, alternatives, and successors as required in the sole discretion of the Licensor, all of which are located within a portion of the Internet system of communications generally known as the world wide web, and reference to such website will include any and all information and content contained in such website, including but not limited to the Product. 3 Grant of Rights 3.1 Subject to the terms and conditions of this Agreement, the Licensor hereby grants, and the Licensee hereby accepts, a non-exclusive, non-assignable license under all Intellectual Property Rights owned, licensed or otherwise possessed or controlled by the Licensor to permit the Licensee: 3.1.a to use the Product, Service, Website and Documentation as expressly provided herein; and 3.1.b use any Mark or Marks as permitted in this Agreement. 3.2 The benefit of the license granted hereunder is to be limited solely to the Licensee. 3.3 The Licensee will not reproduce, sell, market or promote the Service, Product or Documentation or any portion in stand alone form without its integration with the normal products and services of the Subscriber. 3.4 The Licensee will use the Service, Product and Documentation only for its lawful business purposes within the normal scope of the Licensee’s business. 3.5 The Licensee may only access, manipulate, view, download, store or print the Service, Product or Documentation or any portion thereof, as it is necessary for these purposes and in a manner which allows the Licensee to comply with all terms and conditions of this Agreement. 3.6 If the Licensee is authorized to use any Mark or Marks: 3.6.a It must comply with the Licensor’s rules of general application concerning the use of the Mark or Marks; 3.6.b It must use the Mark or Marks only to notify users and customers of the origin of the Product for which use of the Mark or Marks is authorized; and 3.6.c It must execute such documentation and further assurances that the Licensor may reasonably request to protect the Intellectual Property Rights in the Mark . 4 Title 4.1 All title to and ownership of the Service, Product, Website and Documentation and any modifications made thereto will at all times remain with the Licensor or its licensors. 4.2 The Licensee does not have any right or interest in the Service, Product Website or Documentation except as explicitly provided in this Agreement. 5 Product Marking/Protection 5.1 The Licensee shall maintain and place the Copyright Notice on all media which contains the Product or any Documentation. The Licensee shall not remove the Copyright Notice or any other copyright notice from the Product or its Documentation. 5.2 If the type of license agreed to provides for the Licensee to embed the Product in an application of the Licensee, the Licensee shall ensure that the Product: 5.2.a is secure from direct access by third parties; 5.2.b cannot be copied in whole or in part by third parties; 5.2.c that third parties are not able to gain access to or use the Licensed Product other than through the Licensee’s application, and 5.2.d the Product is identifiable and removed from the application upon the termination of this Agreement. 6 Term and Termination 6.1 Subject to earlier termination under Section 6.2, the Term is from the Effective Date. 6.2 Azygosoft may discontinue the Subscriber’s use and access of the Service, Product or Documentation and immediately terminate this Agreement if any of the following events occurs: 6.2.a If the Licensee failed to comply with this Agreement, all statutes, rules regulations, laws and bylaws of the Licensor for the use of the Service, Product, Website or Documentation; 6.2.b If the Licensee failed to comply with this Agreement, all statutes, rules regulations, laws and bylaws of the Licensor for the use of the Service, Product, Website or Documentation; 6.2.c If there is a material change in the Licensee’s information, or if the Licensee provided false information or information which the Licensor has been unable to reasonably verify; 6.2.d if the Licensee fails to remedy a material default, including failure to make payments specified, within thirty (30) days of receipt of written notice of such default; or if: 6.2.d.i the Licensee files a petition for bankruptcy or is adjudicated a bankrupt; 6.2.d.ii a petition in bankruptcy is filed against the Licensee; 6.2.d.iii if the Licensee becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or insolvency law; 6.2.d.iv the Licensee ceases to carry on business; or 6.2.d.v a receiver is appointed for the Licensee of its business. 6.3 On termination of this Agreement for cause, the Licensee must promptly discontinue use of the Service, Product, Website and Documentation, and return the same to Azygosoft. 6.4 In the event that this agreement is terminated due to the default of the Licensee, any electronic data of the Licensee stored with the Licensor shall forthwith upon such default become the property of the Licensor absolutely. 6.5 Either party may terminate this Agreement at any time during the term of this Agreement by giving the other party thirty (30) days prior written notice. 7 Subscriber's Covenants 7.1 The Subscriber hereby covenants and agrees that it will only use the Service, Product, Website and Documentation in the manner prescribed in this Agreement and further covenants to only place, store, locate or in any way transfer the Product or Documentation upon, to or through a computer, server, network or other configuration of computers or electronic devices in a manner which is consistent with and subject to the terms and conditions of this Agreement. 7.2 The Subscriber will be responsible for all use attributable to the Subscriber or performed under the Subscriber's Company ID and any User ID's and Passwords issued thereunder, and the Subscriber will ensure that any person authorized by it to use the Website and Product will only do so subject to the terms and conditions of this Agreement. 7.3 The Subscriber will abide by and conform to all applicable international, federal, provincial, municipal or other governmental authorities' laws, rules, regulations, orders, statutes, and by-laws, in force, from time to time, during the term of this Agreement. 7.4 The Subscriber will ensure that the Service, Product, Website and Documentation are used in a reasonable manner and will adhere to all rules and regulations set out or prescribed by the Licensor, or an employee of the Licensor, at the Website or by notice provided in writing. 7.5 The Subscriber will not in any way add to, modify, alter, delete, destroy or manipulate the Service, Product, Website and Documentation except as expressly in accordance with this Agreement. 7.6 The Subscriber will not transfer or assign this Agreement in whole or in part without the express written consent of the Licensor, which consent may be arbitrarily withheld and may impose any conditions or limitations as the Licensor deems fit. 8 Licensor's Covenants 8.1 The Licensor, upon reasonable confirmation and verification of any and all information provided by the Subscriber and as soon as practicable following execution of this Agreement and throughout the term of this Agreement, provide the Subscriber reasonable access to the Website. 8.2 The Service, Products, Website and Documentation are provided in good faith and the Licensor will use reasonable efforts to ensure that the Service, Product, Website and Documentation are accurate and current. 9 Administrator 9.1 The Subscriber will as soon as reasonably practicable following the execution of this Agreement, designate an individual to act as the Subscriber's Administrator, and notify the Licensor of the name of the Subscriber's Administrator, and will keep the Licensor informed on an ongoing basis of any changes with respect to person designated to be the Administrator. 9.2 The Administrator has the responsibility within the Subscriber's firm, corporation or business entity, to alter and update certain information with respect to this Agreement, as follows: 9.2.a updating the Subscriber's corporate profile including, but not limited to any changes of address, name, telephone or fax number, but the Subscriber will not alter its Company ID unless such alteration is done with the knowledge and prior written consent of the Licensor; 9.2.b issuing User ID's and Passwords for the Subscriber to be used for the use of the Website, changing such User ID's and Passwords periodically, and deleting User ID's and Passwords for which the Subscriber no longer wishes to assume full and complete responsibility for. 10 Payment Terms and Taxes 10.1 All amounts due and owing pursuant to this Agreement are payable in advance and due upon the first day of the subscription period chosen. 10.2 All amounts are exclusive of any applicable Goods and Services Tax ("GST") or any other form of sales or valued added tax. To the extent applicable, GST or any tax or payment that supercedes or replaces the GST, will be shown separately on all invoices along with the Business Numbers of the parties. 10.3 Payments not received by Azygosoft when due will be subject to an interest at a rate of one and half (1.5%) percent per month on the balance due and owing. Provided however, that in the event payment is not received when due in accordance with Article 10.1 herein, at the sole option of the Licensor and without prejudice to the Licensor’s other rights under Article 6 herein, the Subscriber’s licence under this agreement shall be suspended until such default is cured. 10.4 All amounts payable hereunder by the Licensee shall be payable without deductions for taxes, assessments, fees or charges of any kind. 10.5 The Licensor reserves the right to change the Fees by providing the Licensee with at least thirty (30) days written notice. 10.6 The Licensee is responsible for paying all: 10.6.a sales, use, excise, valued added or other tax or governmental changes imposed on the use of the Product, 10.6.b insurance and installation charges, and 10.6.c import or export duties or like charges. 11 Prevention of Unauthorized Use 11.1 The Licensee acknowledges that the Service, Product, Website and Documentation contain valuable proprietary information of Azygosoft and that the Licensee will take reasonable measures to ensure that no unauthorized use of the Service, Product, Website and Documentation occurs. 12 Warranties and Liability 12.1 The Licensor makes no representation or guarantee that the Website will be available or without interruption. The Subscriber acknowledges that its use of the Website may be limited or prevented altogether for periods of time throughout the Term of this Agreement. 12.2 Azygosoft does not represent nor warrant that all errors in the Service, Product, Website or Documentation will be corrected, nor that the Service, Product, Website or Documentation will be uninterrupted or error-free. 12.3 Except as otherwise explicitly set out herein, Azygosoft expressly disclaims any and all warranties and conditions concerning the Service, Product, Website and Documentation, including any and all warranties and conditions of design, merchantability and fitness for any particular purpose, performance and any and all warranties and conditions that might otherwise arise during the course of dealing, usage or trade and those which may be implied by law. The Agreement sets out the entire extent of all warranties and conditions in respect of the Service, Product, Website and Documentation. 12.4 To the maximum extent permitted by applicable law, in no event will Azygosoft be liable for any incidental, indirect, punitive, exemplary or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim arising out of this Agreement. 12.5 Except for the indemnity in Section 13.0, Azygosoft's total maximum aggregate liability under this Agreement and the license of the Service, Product, Website and Documentation under any and all or out of circumstances, arising in any manner whatsoever, will be limited to the Fees actually paid by the Licensee to Azygosoft under this Agreement in the one (1) month period immediately preceding the final act or event which gave rise to such liability. It is expressly understood by the parties that it is the responsibility of the Licensee to ensure regular retrieval, preservation and storage of any data submitted to the Licensor through use of the Service, Product, Website or Documentation. 13 Intellectual Property Indemnity 13.1 Subject to the limitations of Section 13.2, Azygosoft will defend, at its own expense, any claim, suit or proceeding brought against the Licensee to the extent it is based upon a claim that the Service, Product, Website and Documentation ("Indemnified Product") obtained pursuant to this Agreement infringes upon any Canadian patent, or copyright, or misappropriates a trade secret of any third party ("Claim"). The Licensee will: 13.1.a promptly notify Azygosoft in writing of any such Claim; 13.1.b give Azygosoft full information and assistance in connection therewith; and 13.1.c give Azygosoft the sole right to control the defence of any such Claim and the sole right to settle or compromise any such Claim. 13.2 Azygosoft will pay all damages, costs, and expenses finally awarded to third parties against the Licensee in such action or agreed to in settlement by Azygosoft. If the Service, Product or Documentation is, or in Azygosoft's opinion might be, held to infringe or misappropriate as set forth above, Azygosoft may, at its option and expense replace or modify such Service, Product, Website or Documentation with a product substantially similar in functionality so as to avoid infringement or misappropriation, or procure the right for the Licensee to continue the use of such Service, Product, Website or Documentation. If neither of such alternatives is, in Azygosoft's opinion, commercially reasonable, Azygosoft shall cease providing such Service, Product, Website and Documentation to the Licensee, and Azygosoft shall refund the Fees paid by the Licensee to Azygosoft under this Agreement in the one (1) month period immediately preceding the final act or event which gave rise to such liability. To the fullest extent permitted by law, the foregoing states the entire liability of Azygosoft to Licensee concerning infringement or misappropriation of intellectual property rights, including but not limited to patent, copyright, trademark, and trade secret rights, and is in lieu of and replaces any and all other express, implied or statutory warranties or conditions regarding infringement or misappropriation. 13.3 Azygosoft will have no liability for, and no obligation to defend Licensee against any claim of infringement to the extent such claim is based on: 13.3.a use of an Indemnified Product outside the scope of this Agreement; 13.3.b use of a superseded or altered release of an Indemnified Product; 13.3.c the combination, operation, or use of an Indemnified Product with software, hardware or other materials not specified in the Documentation; 13.3.d any modification of the Indemnified Product not made or authorized in writing by Azygosoft, or 13.3.e Licensee's use of the Indemnified Product after Azygosoft's notice to the Licensee that it must cease use of the Indemnified Product due to such claim. 13.4 The above exclusions apply to the extent that the infringement would have been avoided but for such improper use. 14 General Provisions 14.1 All documents submitted to Azygosoft will be subject to the protection and disclosure provisions of the Freedom of Information and Privacy Act (BC) (“FOIP Act”) as amended, revised or substituted from time to time. While this Act allows persons a right of access to records in Azygosoft's custody or control, it also prohibits Azygosoft from disclosing personal or business information where disclosure would be harmful to business interests or would be an unreasonable invasion of personal privacy as defined in the FOIP Act. 14.2 The Licensee should identify appropriate parts of any proposal or submission as confidential, since this will clearly establish its expectations towards the document, both to Azygosoft as a public body and to the Information and Privacy Commissioner in any review of or refusal of access. Azygosoft, however, may not be able to meet these expectations in every instance. 14.3 The FOIP Contact for the Licensor is the FOIP Officer, Azygosoft Corporation, at the address set out in Article 14.14(a) herein. 14.4 Any Articles or Sections which by their sense or context are meant to survive the termination or expiration of this Agreement will survive, including but not limited to Article 4.0 (Title), Article 10.0 (Payment Terms and Taxes), Article 11.0 (Confidentiality), Article 12.0 (Warranties and Liability), and Article 13.0 (Intellectual Property Indemnity). 14.5 This Agreement is not subject to and will not be affected by the provisions of the United Nation’s Convention of Contracts for the International Sale of Goods, regardless of that Convention’s legal or statutory adoption by any jurisdiction. 14.6 In order to permit the determination and confirmation of whether or not the provisions of this Agreement have been complied with, the Licensee must: 14.6.a maintain reasonable records of its use of the Product; 14.6.b maintain reasonable records of transactions with other parties involving the products of Licensee or any of its affiliates in which the Product is used in any way; and 14.6.c make such records available upon reasonable notice for inspection and audit by or on behalf of Azygosoft. 14.7 This Agreement is governed by the laws in force in the Province of British Columbia . No action may be commenced or maintained by either party on any matter contained in or arising out of this Agreement in any court other than a court of the appropriate jurisdiction in the Province of British Columbia or on appeal from the appropriate British Columbia Court to the Supreme Court of Canada. 14.8 This Agreement will be binding upon and enure to the benefit of the parties and their heirs, executors, administrators, receivers, trustees, successors, and permitted assigns. 14.9 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supercedes any other prior statements, representations, discussions, negotiations or agreements between the parties, whether written or oral. 14.10 The Licensee may not assign this Agreement or its rights (including a sublicense of those rights) or otherwise part with possession of the Product or Documentation or otherwise provide access to the Product or Documentation without the prior written consent of the Licensor. The Licensor may assign its rights hereunder without the prior written consent of the Licensee. 14.11 The Licensor may at any time, and from time to time, alter or vary the terms hereof including the obligations of the Licensee by providing the Licensee with at least thirty (30) days written notice. 14.12 Any dispute between the parties hereto as to the interpretation of, subject matter of, or in any way related to, this Agreement is to be resolved by the parties attempting to reach a fair and equitable resolution by using, in good faith, one or more of the following means, in the order listed, until a resolution is arrived at. The means to be used are: 14.12.a negotiation; 14.12.b mediation; 14.12.c arbitration; or 14.12.d legal proceedings in a court of competent jurisdiction. 14.13 Except for the purposes of preserving a limitation period or obtaining an appropriate interim order or remedy where reasonably necessary, unless otherwise agreed to in writing by the parties, a condition precedent to the bringing of any legal proceedings is that the means or procedures in this clause have been used and followed in good faith. With respect to mediation, unless otherwise agreed to in writing, mediation will be in accordance with the procedures of The Canadian Foundation for Dispute Resolution (hereinafter sometimes referred to as the "Foundation"), using as mediator a third party neutral person, either mutually agreed to by the parties, or if the parties are unable to agree as selected by the Foundation. With respect to arbitration, unless otherwise agreed to in writing by both parties, arbitration is to be by way of a single arbitrator pursuant to the Commercial Arbitration Act of British Columbia. 14.14 All communications and notices required or permitted to be given under this Agreement, unless otherwise specifically provided for, must be given in writing and faxed to a party at the number set out below, mailed (postage prepaid), or delivered to that party at its address as follows: 14.14.a Azygosoft: by postage prepaid mail addressed to: Azygosoft Corporation 950-1111 Melville Street Vancouver , BC Canada V6E 3V6 or by fax to the fax number of Azygosoft at: Fax: (604) 669-5105 14.14.b Licensee: At the address or fax number provided to the Licensor by the Subscriber 14.15 Any notice or other communication given by fax or delivery will be deemed to have been given as at the commencement of the next following business day, and any notice or other communication given by prepaid mail will be deemed to have been received on the fifth (5th) business day following deposit in the mail. In times of labour strikes or slow-downs affecting the mail delivery, notice will be effective only if delivered or given by other effective means or upon actual receipt. Any party may change its address for service by notice served as set out above. SCHEDULE "A" This is Schedule "A" to Azygosoft Online Subscriber Website License Agreement dated as of the Effective Date. Fee Schedule The Fee Schedule which is contemplated by the terms and conditions provided in the body of the Agreement to which this Schedule is attached is as follows: Access times Subscription term and price Unrestricted access, 24 hours per day, $0.00 CDN per month or seven days per week $0.00 CDN per year PLEASE CERTIFY THAT YOU UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT by clicking on the appropriate button below. By clicking on the “ACCEPT” button below YOU ARE ALSO CERTIFYING that you are 18 years of age or older, are legally competent to enter into binding obligations, and in the case of a Subscriber for which you are a principal, owner, employee or agent, that you have the authority to act for and on behalf of that Subscriber in entering into this agreement. Should you disagree with the conditions and terms hereof, click on the “DECLINE” button and your registration will terminate.

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