S5 Systems Download License Agreement

By downloading the software from S5 Systems' web site you certify that you have read the terms of this agreement ("Agreement") and that you agree to be bound by such terms. If you do not agree to the terms of this Agreement, do not download any software from S5 Systems' web site.

1. License to Use - S5 Systems Inc. ("S5 Systems") for evaluation software grants you a non-exclusive and non-transferable license to use the accompanying software and accompanying documentation (collectively "Software") for internal testing and evaluation purposes only hence products created with the assistance of the product are prohibited for commercial use. In case the product is purchased from S5 Systems' this restriction is not applicable.

2. Confidentiality and Ownership - The Software is the confidential and proprietary property of S5 Systems. You may not distribute or disclose information regarding the Software to any third party. Nothing in this Agreement grants to you any ownership of the Software. Nothing in this Agreement grants to you any right, title, or interest in or to any trademark, service mark, logo, or trade name of S5 Systems or its licensors.

3. Restrictions on Use - You may not make copies of the Software, other than a single copy for archival purposes. You may not modify, decompile, or attempt to reverse engineer the Software.

4. Disclaimer of Warranty - To the extent allowed by law, S5 Systems disclaims all express or implied warranties, conditions, and representations related to the Software, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.

5. Limitation of Liability - To the extent allowed by law, S5 Systems and its licensors will not be liable for any lost revenue, profit or data, or for special, indirect, consequential, incidental or punitive damages, however caused, related to the use of or inability to use the Software. Further, in no event will S5 Systems' liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for the Software under this Agreement.

6. Other Licenses - In conjunction with your installation of the Software, you may be required additionally to install certain complementary software created and distributed by third parties, and to agree to the terms of third party licenses related to such complementary software. You acknowledge that nothing in this Agreement curtails or limits your obligations to third parties related to such third party licenses and that nothing in this Agreement creates any obligations, warranties, or liability of S5 Systems with respect to such third parties or third party licenses.

7. Termination - This Agreement is effective until terminated. This Agreement will terminate immediately without notice from S5 Systems if you fail to comply with any provision of this Agreement. Upon Termination, you must destroy all copies of the Software.

8. Export Regulations - All Software and any technical data delivered under this Agreement are subject to U. S. and Canadian. export control laws and may be subject to export or import regulations in other countries. You agree to comply with all such laws and regulations and acknowledge that you have the responsibility to obtain any necessary licenses to export, re-export, or import, as may be required after delivery of the Software to you.

9. Governing Law - This Agreement shall be construed in all respects in accordance with the laws of the Province of Ontario.

10. Severability - The invalidity or unenforceability of any provision in this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, and each provision shall be enforced to the maximum extent permitted by applicable law.

11. Entire Agreement - This Agreement shall constitute the entire agreement between you and S5 Systems relating to its subject matter. This Agreement supersedes any other agreement, whether written or oral, heretofore entered into relating to the subject matter of this Agreement. This Agreement may be amended, or any provision herein waived, only by written instrument executed by both you and S5 Systems.

12. Assignment - This Agreement may not be assigned without the prior written approval of both you and S5 Systems.