eBridge Software License Agreement

IMPORTANT: READ CAREFULLY BEFORE YOU INSTALL OR USE THIS SOFTWARE. THIS IS A LICENSE AGREEMENT. eBRIDGE IS WILLING TO LICENSE THE ACCOMPANYING DOWNLOADABLE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT ("AGREEMENT").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE SELECTING THE "I ACCEPT" BUTTON AT THE BOTTOM OF THE PAGE. BY SELECTING THE "I ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS OF THE LICENSE AGREEMENT AND THE SOFTWARE WILL BE INSTALLED. YOU MAY PRINT THIS AGREEMENT BY SELECTING "PRINT" BELOW.

IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT AND YOU DO NOT AGREE TO ALL ITS TERMS AND CONDITIONS, SELECT "I REJECT" – WHICH WILL CA NCEL THE INSTALLATION AND DOWNLOADING OF THE SOFTWARE. YOUR USE OF THE SOFTWARE ALSO INDICATES YOUR ASSENT TO BE BOUND BY THE LICENSE TERMS SET FORTH HEREIN.

COPYING OR USE OF THIS COMPUTER PROGRAM EXCEPT AS PERMITTED BY THIS LICENSE IS COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY. IF YOU COPY THIS COMPUTER PROGRAM WITHOUT PERMISSION OF eBRIDGE, YOU ARE VIOLATING THE LAW. YOU MAY BE LIABLE TO eBRIDGE FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PEN ALTIES.

1. Software Covered under this Agreement. Products licensed from eBridge include but not limited to the following:
   
   
   • eBridge "Bridge application Software"
   • eBridge's Automatic Shipping Notification Module (ASN)
   • eBridge "Mapper"
   • eBridge "Document Maps"
   • "Asset Translator" – when purchased from eBridge
   • "eB Connect"

   (collectively the "Products" and individually a "Product" or "Software")

2. Grant of License.

   eBridge Software Inc. ("eBridge") grants you a non-exclusive, non-transferable license to use the downloaded program (the "Software") with equipment owned by you or under your control, according to the terms and conditions of this Agreement. This Agreement permits a single user to install and use the Software on only one computer at one location at any one time.

   Upon receipt of the appropriate Software registration information, eBridge will provide you an activation code to enable you to use the Software pursuant to the terms of this Agreement. Documentation shall include, but not be limited to, any printed materials, "online" or electronic data provided by or obtained from eBridge with regard to this Software ("Documentation"). The Software and Documentation are licensed, not sold. Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licenses to the Software. If the Software is licensed as a suite or bundle with more than one specified Software product, this Agreement applies to all such specified Software products, subject to any restrictions or usage terms specified on the applicable product packaging or accompanying documentation that applies to any of such Software products individually.

3. Active license. eBridge may employ active license management technology. You agree to have and maintain an active internet user access service between your computer and the internet to enable eBridge to communicate with you at all times without restriction. You shall ensure that eBridge's communications with you are not blocked by any "firewall" related software or other methods.

4. Term.

   Regardless of the location of the Software, you are responsible for strict compliance with any all the terms and conditions of this Agreement. This Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein, and such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to eBridge. When this Agreement terminates, you must immediately cease using the Software and destroy all copies of the Software and the Documentation. You may terminate this Agreement at any point by destroying all copies of the Software and the Documentation. If you licensed a Product, this Agreement is effective unless and until you or eBridge terminates the Agreement earlier, in accordance with the terms set forth herein. If you terminate this Agreement, you shall notify eBridge within forty-eight (48) hours of such termination at admin@eBridgesoft.com.

5. Updates.

   eBridge may, at its sole discretion, make bug fixes, updates and/or service packs available. eBridge's maintenance service, if applicable and offered, is available for a Product at an additional cost to you, as Licensee, under a separate written agreement.

6. Ownership Rights.

   eBridge retains all titles to and, except as expressly and unambiguously licensed herein, all rights and interest in (a) the Software and/or Products, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; (b) the eBridge trademarks, service marks, trade names, icons and logos;

   (c) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing; and (d) all Confidential Information (as defined in Section 14 below). You acknowledge that your possession, installation or use of the Software and/or Products does not transfer to you any ownership , title or registrable interest of any kind to the intellectual property in the Software and/or Products and that you will not acquire any rights to the Software and/or Products except as expressly set forth in this Agreement. You agree that all backup, archival, or any other type of copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software and Documentation.

7. Restrictions.

   You may not rent, lease, sublicense, loan, sell, distribute, market or commercialize any portion of the Software or its components. You may only install and use the Software on hardware which is

   (a) under your exclusive control and (b) in the case of hardware performing any server functions, located at premises where you normally conduct day-to-day business operations. Notwithstanding the foregoing, if the Software is hosted under the auspices of an authorized eBridge hosting partner, it may be installed on sever hardware located at premises under the exclusive or primary control of such hosting partner or its agent. You may not permit any parent, affiliate, subsidiary or any other third parties to benefit from the use or functionality of the Software, either directly or via a facility management, timesharing, service bureau or any other arrangement; provided, however, that you may use the Software, as provided herein, to process the data of an affiliate or subsidiary of which you own more than fifty percent (50%); provided, however, you may not exceed the number of datasets specified on the applicable product packaging or accompanying Documentation. You may not use the Software as part of facility management, timesharing, or service bureau arrangement. You may not transfer any or all of the rights granted to you under this Agreement. To the maximum extent this restriction is permitted under applicable law, you may not rename files of, modify, translate, localize, decompile, disassemble, decrypt, reverse engineer, attempt to derive source code from, remove any proprietary notices from, or create derivative works based upon the Software, in whole or in part. You may not duplicate or copy any portion of the Software, unless otherwise set forth. You may not remove any proprietary notices or labels on the Software, including, but not limited to, the eBridge and product names wherever they may appear. All rights not expressly set forth hereunder are reserved by eBridge. eBridge reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this Agreement.

8. Copyright.

   Title and copyright to the Software and the Documentation as well as any copies made by you remain with eBridge. Unauthorized copying of the Software, or failure to comply with the above restrictions, will result in automatic termination of this Agreement.

9. Warranty and Disclaimer.
   1. No Warranty. This Software is provided to you "as is" and you acknowledge that it may contain errors. eBridge disclaims any warranty or liability obligations to you of any kind. eBRIDGE MAKES, AND YOU RECEIVE, NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH YOU; AND eBRIDGE SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. eBRIDGE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. The above exclusions may not apply to you as some jurisdictions do not allow the exclusion of implied warranties. In addition to the above warranty rights, you may also have other rights, which vary from jurisdiction to jurisdiction.
      
      
   2. Customer Remedies. eBridge's entire liability and your exclusive remedy shall be replacement of the defective Software. To receive replacement of defective Software, you must receive authorization from eBridge and, if applicable, return the defective media to eBridge at your expense with a copy of your receipt or contact eBridge to have the replacement Software downloaded to you. This limited warranty is void if the effect has resulted from accident, abuse, or misapplication, if any. Any replacement media will be warranted for the remainder of the original warranty period. This remedy is not available to the extent it is prohibited under United States export control laws and regulations.
      
      
   3. Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE SOFTWARE (AND ACCOMPANYING DOCUMENTATION) IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME SOLE RESPONSBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND SOLE RESPONSBILITY FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, eBRIDGE MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, VIRUS FREE, OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL SATISFY YOUR SPECIFIC REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLI CABLE LAW, eBRIDGE DISCLA IMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OR MERCHANTABILITY, OF FITNESS FOR A PARTICIULAR PURPOSE, OR LACK OF VIRUSES, OR LACK OF ACCURACY OR COMPLETENESS OF RESPONSES, OR RESULTS, AND LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE SOFTWARE AND ASSOCIATED DOCUMENTATION. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPOND TO DESCRIPTION, OR NON -INFRINGEMENT WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK OF THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE, IF ANY, REMAINS SOLELY WITH YOU. SOME STATES OR PROVINCES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS OR IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FOREOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
      
      
   4. Indemnification. You agree to defend, indemnify and hold harmless eBridge and its directors, officers, employees, affiliates, sublicensees, and agents from and against all claims, defense costs (including reasonable expert and legal fees), judgements and other expenses arising out of or on account of any negligent act, omission, or wilful misconduct by you or on your behalf in (i) the installation or use of the Software or (ii) your compliance or failure to comply with this Agreement.
      
      
   5. Data. YOU ACKNOWLEDGE THAT ANY DATA ENTRY, CONVERSION OR STORAGE IS SUBJECT TO THE LIKELIHOOD OF HUMAN AND MACHINE ERRORS, MALICIOUS MANIPULATION, OMISSIONS, DELAYS, AND LOSSES, INCLUDING, BUT NOT LIMITED TO, INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA THAT MAY RESULT IN LOSS OR DAMAGE TO YOU AND/OR YOUR PROPERTY, AND/OR YOUR DETRIMENTAL RELIANCE ON MALICIOUSLY MANIPULATED DATA. eBRIDGE SHALL NOT BE LIABLE FOR ANY SUCH ERRORS, OMISSIONS, DELAYS OR LOSSES. YOU ARE RESPONSIBLE FOR ADOPTING REASONABLE MEASURES TO LIMIT THE IMPACT OF SUCH PROBLEMS, INCLUDING BACKING UP DATA, ADOPTING PROCEDURES TO ENSURE THE ACCURACY OF INPUT DATA, EXAMINING AND CONFIRMING RESULTS PRIOR TO USE, ADOPTING PROCEDURES TO IDENTIFY AND CORRECT ERRORS AND OMISSIONS, REPLACING LOST OR DAMAGED MEDIA, AND RECONSTRUCTING DATA. YOU ARE ALSO RESPONSIBLE FOR COMPLYING WITH ALL PROVINCIAL, LOCAL, STATE AND FEDERAL LAWS PERTAINING TO THE USE AND DISCLOSURE OF ANY DATA. IF YOU LICENSED AN EVALUATION PRODUCT, YOU ACKNOWLEGE AND UNDERSTAND (1) THAT THE EVALUATION PRODUCT MAY BE USED FOR EVALUATION PURPOSES ONLY, (II) THAT THE EVALUATION PRODUCT SHALL BE OPERABLE ONLY FOR A LIMITED TIME AND/OR WITH LIMITED FUNCTIONALITY AND (III) THAT, UPON EXPIRATION OF THE EVALUATION PERIOD, ANY DATA OR OTHER INFORMATION USED WITH, PROCESSED BY, AND/OR STORED IN, CONJUNCTION WITH THE EVALUATION PRODUCT MAY BE IRRETRIEVABLE, UNRECOVERABLE AND/OR OTHERWISE UNUSABLE.
10. Limitation of Liability.

    UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL eBRIDGE BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FOR PERSONAL INJURY, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARI SING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE, AND GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY eBRIDGE, AND EVEN IF eBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL eBRIDGE BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE eBRIDGE CHARGES FOR A LICENSE TO THE SOFTWARE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES OR PROVINCES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT UNDER NO CIRCUM STANCES SHALL eBRIDGE'S LIABILITY BE IN EXCESS OF THE FEE CHARGED FOR THE SOFTWARE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVESTATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Canadian Sales.

    If you purchased the Product in Canada, you agree to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language only. Les parties aux présentes conferment leur volonté que cette Convention de meme que tous les documents y compris tout avis quit s'y rattache, soient rédigés en langue anglaise.

12. Entire Agreement.

    This Agreement expressly supersedes and completely replaces any and all prior end user license agreements. eBridge shall not be bound or liable to you for any pre-existing or contemporaneous written or oral representations or warranties, made by anyone with respect to the Software and/or Product.

13. Severability.

    If any provision of this Agreeme nt is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.

14. Confidentiality.

    You agree that the Software, including, but not limited to, all source and object code components, screen shots and displays, graphical user interfaces, algorithms, formulae, data structures, scripts, application programming interfaces and protocols, and the Documentation (collectively the "Confidential Information") are trade secrets of eBridge and are owned by eBridge or, where applicable, its third-party licensors. You agree to retain all Confidential Information in strict confidence at least with the same amount of diligence that you exercise in preserving the secrecy of your most-valuable information, but in no event less than reasonable diligence. You agree to: (i) only disclose Confidential Information to your employees and agents to the extent required to use the Software under the terms of this Agreement and not to disclose or disseminate the Confidential Information to any third party without the prior written consent of eBridge, (ii) use the Confidential Information solely for your benefit as provided for herein and not to allow any third to benefit from the Confidential Information, and (iii) bind your employees and agents, by terms no less restrictive than those set forth herein, to maintain the confidentiality of such Confidential Information, and not use or disclose such information except as permitted under this Agreement. Notwithstanding the disclosure of any Confidential Information for any reason, such Confidential Information shall continue to be owned by eBridge or its licensors. Nothing contained herein shall be deemed to prevent you from disclosing or disseminating your data, in any format or any report, to whomever you so choose.

15. Governing Law.

    This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario, Canada. The United Nations Convention on Contracts for the Sale of Goods does not apply to this Agreement.

16. Taxes and Duties.

    Any sales, goods and services taxes, any other taxes and duties, whether presently in force or imposed in the future, payable with respect to the Products supplied under this Agreement, shall be assumed and paid by you.

17. Expiry of Term.

    You acknowledge and agree that upon the expiry of the term of the license you have purchased, the license hereunder shall expire unless you elect to pay an additional license fee to use the Software for a further period of time, which you have further paid for as provided herein. Upon expiry or default by you under this Agreement, the Software will become inoperable.

18. Export Law Assurances.

    You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.