SOFTWARE LICENSE AGREEMENT

IMPORTANT

BY DOWNLOADING OR USING THIS SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT FOR SEMACODE SOFTWARE

SEMACODE CORPORATION ("SEMACODE")

LICENSE AGREEMENT ("AGREEMENT") FOR SEMACODE SOFTWARE

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SEMACODE SOFTWARE.

BY USING THE SEMACODE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT CLICK "AGREE/ACCEPT".

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT USE THE SEMACODE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK "DISAGREE/DECLINE".

1. DEFINITIONS. In this Agreement, the following terms shall have the following meanings:

"Authorized User" means:

a. A legal person who uses the Semacode Software for personal, non-commercial use ("Private Individual"),

b. A duly accredited, secondary or post-secondary degree-granting educational institution or any faculty, department institute or other division therein which is organized and operated for teaching or research purposes including, but not limited to, public or private schools, high schools, vocational schools, colleges, universities, and science, trade or technical schools or institutes ("Educational Institution");

c. A student, faculty member, staff member or fellow of an Educational Institution who is licensed to use the Semacode Software under a sublicense duly granted by an Educational Institution ("Educational Institution Licensee");

d. A nonprofit organization which is organized and operated for charitable, religious, educational, research or scientific purposes and whose members, shareholders, directors and officers do not benefit financially from the activities of such organization, and which uses the Semacode Software for charitable, religious, educational, research or scientific purposes ("Nonprofit Organization"); and,

e. An employee, officer or director of a Nonprofit Organization who is licensed to use the Semacode Software for charitable, religious, educational, research or scientific purposes under a sublicense duly granted by a Nonprofit Organization ("Nonprofit Organization Licensee").

"You" or "you" means an Authorized User of the Semacode Software.

2. LICENSE. Subject at all times to the terms and conditions of this Agreement, as amended, modified, or supplemented from time to time by mutual agreement of the parties, Semacode grants to Authorized Users only, the following licenses:

a. If you are a Private Individual, a perpetual, nonexclusive, nontransferable personal license, without the right to grant further licenses, to use the Semacode Software and related end-user documentation on a single computer or on a single computer network system for personal, non-commercial use only.

b. If you are an Educational Institution, a perpetual, nonexclusive, nontransferable license, with the right to grant further licenses to Educational Institution Licensees, to use the Semacode Software and related end-user documentation for teaching or research use only.

c. If you are a Nonprofit Organization, a perpetual, nonexclusive, nontransferable license, with the right to grant further licenses to Nonprofit Organization Licensees, to use the Semacode Software and related end-user documentation for charitable, religious, educational, research or scientific use only.

Except as expressly permitted in this Agreement, you are prohibited from selling, renting, leasing, lending, reselling, redistributing, licensing, sublicensing or otherwise transferring or assigning the Semacode Software to any other party or providing access to any other third party by means of a time-sharing or service-bureau arrangement, provided that if you are an Educational Institution or a Nonprofit Organization, you may grant sublicenses to use the Semacode Software to Educational Institution Licensees for teaching or research use and to Nonprofit Organization Licensees for charitable, religious, educational, research or scientific uses, as the case may be, on terms and conditions which grant rights and impose restrictions which are substantially similar to those contained in this Agreement. Except as expressly permitted under this Agreement, you shall not directly or indirectly, cause or permit any disassembly, decompilation, recompilation or other analysis or examination of the Semacode Software for reverse engineering purposes. You shall not, directly or indirectly, cause or permit the Semacode Software to be modified or enhanced or cause or permit the creation of derivative works based on the Semacode Software or any part thereof. You shall not remove any proprietary or restricted rights notice of Semacode from the Semacode Software. Notwithstanding the foregoing, you may make one copy of the Semacode Software in machine- readable form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained on the original.

3. PROPRIETARY RIGHTS. Except as expressly stated in this Agreement, all rights, title and interests in and to the Semacode Software (including any and all enhancements, modification and derivative works) are and shall at all times be owned by Semacode. The Semacode Software is licensed, not sold, to you by Semacode for use by you subject at all time to the terms and conditions of this Agreement and Semacode expressly reserves any and all rights not expressly granted to you herein. If provided on physical media, you own the media on which the Semacode Software is recorded but Semacode retains all of its rights, title and interests in and to the Semacode Software. The terms of this Agreement shall govern any software upgrades provided by Semacode that may modify, replace or supplement any prior release or version of the Semacode Software, unless such upgrade is accompanied by a separate Agreement in which case the terms of that Agreement shall govern.

4. TERM AND TERMINATION. This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from Semacode if you fail to comply with any of the terms or conditions of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Semacode Software and destroy all copies, full or partial, of the Semacode Software which may be in your possession, custody or control.

5. DISCLAIMER OF WARRANTIES. THE SEMACODE SOFTWARE IS LICENSED TO YOU STRICTLY ON AN "AS IS" BASIS WITHOUT WARRANTY OR GUARANTY OF ANY KIND WHATSOEVER. YOU ASSUME THE ENTIRE RISK AS TO THE USE, OPERATION, RESULTS AND PERFORMANCE OF THE SEMACODE SOFTWARE AND SEMACODE SHALL NOT BE OBLIGATED TO PROVIDE ANY ASSISTANCE OR INFORMATION WITH RESPECT TO THE SEMACODE SOFTWARE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS IN RELATION TO ANY GOODS, SERVICES OR PRODUCTS SUPPLIED UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE OTHERWISE ARISING BY STATUE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SEMACODE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SEMACODE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SEMACODE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SEMACODE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SEMACODE OR ANY SEMACODE AUTHORIZED REPRESENTATIVE SHALL CREATE ANY WARRANTY OR LEGAL OBLIGATION BINDING ON SEMACODE. SHOULD THE SEMACODE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

6. LIMITATION OF LIABILITY. IN NO EVENT SHALL SEMACODE BE LIABLE FOR ANY INJURIES, DAMAGES OR LOSSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF YOUR USE, MISUSE OR INABILITY TO USE THE SEMACODE SOFTWARE. YOU SHALL INDEMNIFY AND HOLD HARMLESS SEMACODE FROM ANY AND ALL INJURIES, DAMAGES AND LOSSES ARISING OUT OF ANY SUCH USE, MISUSE OR INABILITY TO USE THE SEMACODE SOFTWARE. SEMACODE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (WHETHER ECONOMIC OR COMMERCIAL IN NATURE AND WHETHER FORESEEABLE OR NOT, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE OR OTHER ECONOMIC LOSSES AND COSTS FROM LOSS OF USE OR LACK OF AVAILABILITY OF ANY ITEM) HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE ARISING OUT OF CLAIMS FOR BREACH OF REPRESENTATION, WARRANTY OR CONDITION, MISREPRESENTATION (WHETHER NEGLIGENT OR OTHERWISE), BREACH OF CONTRACT, DELAY, LATE DELIVERY, NEGLIGENCE, STRICT TORT LIABILITY OR OTHERWISE.

7. GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada as applicable. The courts of the Province of Ontario shall have jurisdiction to hear any action arising out of this Agreement.

8. WAIVER. No provision of this Agreement may be waived except by written instrument signed by the parties. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

9. ENTIRE AGREEMENT. This Agreement constitutes the complete agreement between the parties and supersedes all previous understandings, agreements or representations, written or oral, with respect to the subject matter of this Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by a duly authorized representative of each party.

10. SURVIVAL. Your obligations under this Agreement shall survive any termination or expiration of this Agreement.

11. ASSIGNMENT. This Agreement may not be assigned by you without the prior written consent of Semacode.