License Agreement for XField Suite

This License Agreement for XField Suite is a legal agreement between the RECIPIENT and the AUTHOR.

1. DEFINITIONS

1.1 "AUTHOR" means XNode Systems Inc.

1.2 "RECIPIENT" means the company, entity or individual whose product registration for the Software is on record with the AUTHOR. The RECIPIENT is licensed to use the SOFTWARE at one location, as identified by the Contact Information provided by the RECIPIENT with the product registration. If the RECIPIENT has other locations, separate licenses are required, unless otherwise stated in this agreement. RECIPIENT is sometimes referred to as "You" or "Your" throughout this License Agreement.

1.3 "CUSTOMER" means a company, entity, or individual who receives a WEB APPLICATION under a license from the RECIPIENT.

1.4 "WEB APPLICATION" means software built for use by Web browsers. WEB APPLICATIONS may reflect part or all of the Web pages for a Web site. The RECIPIENT owns the WEB APPLICATION and may grant licenses for its usage to CUSTOMERS.

1.5 "SOFTWARE" means XField Suite.

1.6 "SUITE" means the complete set of features within XField Suite.

1.7 "USE" means storing, loading, installing, or executing the SOFTWARE.

1.8 "PRODUCTION WEB SERVER" means a computer that makes a Web site available to end users, usually on the Internet or an intranet. The Production Web Server may be managed either exclusively by the RECIPIENT, or jointly by the RECIPIENT and its Web hosting company. Namely, the Production Web Server includes Web hosting servers that host the SOFTWARE for production purpose.

1.9 "NON-PRODUCTION WEB SERVER" refers to any server that is used for purpose other than production such as development, testing or staging.

2. RECIPIENT’S ACCEPTANCE OF TERMS OF LICENSE

Your USE of SOFTWARE, in whole or in part, indicates your acceptance of the following terms and conditions contained in this License Agreement. If you do not understand any terms or conditions contained in this License Agreement, contact the AUTHOR at xnodesystems.com. If you do not agree to and accept the terms and conditions contained in this License Agreement, then YOU may not use or view any part or whole of the SOFTWARE. In such an event, the RECIPIENT must delete all files included with the SOFTWARE and destroy them in a commercially reasonable manner. Your acceptance of this License Agreement supercedes and replaces any prior license agreement you have accepted relating to XField Suite.

3. TERMS AND CONDITIONS RELATIVE TO RECIPIENT’S USE OF THE SOFTWARE

3.1 LICENSE GRANT. The AUTHOR hereby grants the RECIPIENT a limited, non-exclusive, nontransferable license to use the SOFTWARE subject to RECIPIENT’s compliance with all of the following conditions for the license to be effective:

3.2 The RECIPIENT has provided the AUTHOR with valid, accurate, and complete Contact Information prior to receiving the SOFTWARE.

a) Contact Information consists of a person’s name, company name (if registering to a company), street address, city, state/province (if appropriate), country, postal code, phone number and E-mail address.

b) RECIPIENT shall update such Contact Information with changes, if appropriate in accordance with the terms of the type of license provided by this Agreement, during the term of this License Agreement.

c) A Trial Version License doesn't require the RECIPIENT's contact information.

3.3 The SOFTWARE is licensed as a SUITE. The SUITE provides a license for the complete set of features. A Trial Version License is SUITE license.

3.4 The RECIPIENT has received a License File from the AUTHOR.

a) A License Files will be issued for each SUITE license.

b) A License File is a single computer file that contains specific information about the license used by the SOFTWARE to determine if the RECIPIENT is entitled to use the SOFTWARE.

c) The License File is sent to the RECIPIENT through E-mail, using the E-mail address supplied by the RECIPIENT within the Contact Information.

3.5 RECIPIENT has paid the Licensing Fee in full to the AUTHOR either directly or through an agent or reseller selected by the AUTHOR. Amount of the Licensing Fee depends on the License Type, described below in Section 4 of this Agreement. A Trial Version License is free of charge.

3.6 RECIPIENT properly has installed the License File issued to the RECIPIENT by the AUTHOR.

a) Proper installation is defined in the documentation supplied with the SOFTWARE.

b) The License File will impose usage limitations on the RECIPIENT. Limitations are described in Section 4.

4. TYPE OF LICENSE

The SOFTWARE is licensed to the RECIPIENT on a per Web server basis only. The SOFTWARE is not licensed per domain name, URL, Internet protocol address, building, physical address or per computer processor.

4.1 Trial Version License

A Trial Version License can be used on any PRODUCTION WEB SERVER or NON-PRODUCTION WEB SERVER. It must be setup with a Trial License File that comes with the trial download package (*.zip file). The trial license for the SOFTWARE expires thirty (30) days from the date the product is downloaded from the www.xnodesystems.com Web site. The RECIPIENT will not use the SOFTWARE on or after the expiration date without permission of the AUTHOR.

4.2 One-Server License

This license covers one PRODUCTION WEB SERVER and unlimited number of NON-PRODUCTION WEB SERVERs of the RECIPIENT.

4.2 Two-Server License

This license covers two PRODUCTION WEB SERVERs and unlimited number of NON-PRODUCTION WEB SERVERs of the RECIPIENT.

4.2 Three-Server License

This license covers three PRODUCTION WEB SERVERs and unlimited number of NON-PRODUCTION WEB SERVERs of the RECIPIENT.

4.2 Four-Server License

This license covers four PRODUCTION WEB SERVERs and unlimited number of NON-PRODUCTION WEB SERVERs of the RECIPIENT.

4.2 Site License

This license covers unlimited number of PRODUCTION WEB SERVERs and NON-PRODUCTION WEB SERVERs of the RECIPIENT.

4.2 Redistribution License

A Redistribution License allows the RECIPIENT to include the SOFTWARE in a WEB APPLICATION licensed to a CUSTOMER. A Redistribution License also provides the RECIPIENT with a license on an unlimited number of PRODUCTION WEB SERVERs and NON-PRODUCTION WEB SERVERs.

a) The RECIPIENT can distribute their WEB APPLICATION along with the SOFTWARE and License File for a Redistribution License so long as these conditions are met:

i. The CUSTOMER does not use the assembly file and license file of the SOFTWARE outside of the WEB APPLICATION.

ii. No materials or documentation from the SOFTWARE used in software development may be distributed.

iii. Copyrights are maintained in all SOFTWARE files that are distributed.

b) The RECIPIENT may use with Redistribution License with an unlimited number of WEB APPLICATIONS.

c) The RECIPIENT may use the Redistribution License with an unlimited number of CUSTOMERS.

5. OWNERSHIP

The SOFTWARE is owned by XNode Systems Inc. This License Agreement confers no title or ownership in the SOFTWARE to the RECIPIENT.

6. COPYRIGHT

The SOFTWARE is copyright 2010, XNode Systems Inc. All rights are reserved. The SOFTWARE is protected by Canadian Copyright Law and international law and treaty pro­visions.

7. REVERSE ENGINEERING

RECIPIENT agrees that it will not attempt to reverse compile, modify, translate, or disassemble the SOFTWARE in whole or in part.

8. DISTRIBUTION

Except as expressly authorized above, RECIPIENT may not distribute any part of the SOFTWARE or LICENSE FILES without express written permission of the AUTHOR.

9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

THIS SOFTWARE IS LICENSED TO THE RECIPIENT "AS IS", AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE RECIPIENT ASSUMES ALL RISKS WHEN USING IT. AUTHOR DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. THE AUTHOR DOES NOT WARRANT THAT THIS SOFTWARE DOES NOT INFRINGE ANY RIGHTS OF THIRD PARTIES.

AUTHOR PROVIDES NO WARRANTY AGAINST SUCCESSFUL ATTACKS ON A WEB SITE FROM HACKING. THE SOFTWARE CANNOT PROVIDE 100% PROTECTION AGAINST HACKER ATTACKS OR INPUT TAMPERING.

IN NO EVENT SHALL AUTHOR BE LIABLE TO RECIPIENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF THE AUTHOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AUTHOR'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY RECIPIENT, IF ANY.

10. CONSUMER RIGHTS

The Warranty of Section 9 gives a RECIPIENT specific legal rights; a RECIPIENT may have other rights depending upon where he or she lives. Some jurisdictions do not allow the exclusion of limitation of special, incidental or consequential damages, so the above exclusions and limitations may not apply to all RECIPIENTS.

11. TERMINATION

This License Agreement and the rights granted hereunder shall continue in full force and effect until terminated as provided herein. RECIPIENT may terminate this License Agreement at any time without notice. This Agreement will terminate automatically, without notice from the AUTHOR, if the RECIPIENT fails to comply with the terms and conditions of this License Agreement.

Upon termination, the RECIPIENT shall immediately discontinue USE of the SOFTWARE and promptly destroy all copies of the SOFTWARE. All payments made by RECIPIENT are non-refundable. Notwithstanding termination, the following provisions shall survive: Sections 4, 5, 6, 7, 9, and 13. All other rights granted under this Agreement will cease upon termination.

12. SEVERABILITY

In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

13. GOVERNING LAW, JURISDICTION AND VENUE

This agreement will be governed by, and construed in accordance with the laws of the British Colombia, without regard to its conflicts of laws principles.

Each party hereby agrees that all disputes regarding this Agreement and the material covered by this agreement shall be resolved by binding arbitration in accordance with the relevant Canadian commercial arbitration rules. All arbitral proceedings shall be held in Vancouver, British Colombia. Each party hereby waives any objection it might otherwise have to venue in any of such arbitral proceedings.

14. ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive agreement between AUTHOR and RECIPIENT with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in a writing duly signed by an authorized representative of the AUTHOR and RECIPIENT.

15. ASSIGNMENT

15.1 If RECIPIENT is a consultant or other third party service provider developing web sites for its customers, RECIPIENT may, with prior written consent of the AUTHOR, assign its rights and obligations under this Agreement to its customer provided that all files associated with the SOFTWARE are transferred to the customer that is the owner of the developed website.

15.2 If RECIPIENT is a corporation or limited liability company, RECIPIENT may assign its rights and obligations under this Agreement to any parent, subsidiary and/or affiliate of RECIPIENT or to any successor in interest by consolidation, reorganization, merger or acquisition of substantially all of its assets.

15.3 RECIPIENT must notify the AUTHOR with updated and verifiable Contact Information within 30 days after the assignment.

15.4 Any prohibited assignment will be null and void.

16. U.S. GOVERNMENT RESTRICTED RIGHTS

This Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of commercial computer software and commercial computer software documentation. All U.S. Government RECIPIENTS acquire the SOFTWARE with those rights set forth herein, and none others. Please contact xnodesystems.com, if you have any questions regarding this provision.

17. EXPORT RESTRICTIONS

RECIPIENT acknowledges and agrees that the SOFTWARE is subject to restrictions and controls imposed by the Export Administration Act of 1979, as amended (the “Acts”). You agree and certify that neither the SOFTWARE or any direct product thereof is being or will be used for any purpose prohibited by the Acts, nor will the SOFTWARE or any product thereof be exported to: (i) any country subject to U.S. trade embargo; (ii) any person or entity on the U.S. Denied Persons List, Specially Designated List, or Entities List.