Octopuz End User License Agreement

PLEASE READ THIS STATEMENT AND THE SOFTWARE LICENSE AGREEMENT COMPLETELY BEFORE USING THIS SOFTWARE. YOU MUST ACCEPT THE TERMS OF THIS LICENSE BEFORE YOU CAN OPERATE THE SOFTWARE PROGRAM.

BY CONTINUING TO USE THIS SOFTWARE, YOU (EITHER AS AN INDIVIDUAL OR A SINGLE ENTITY) INDICATE YOUR INTENTION TO BE BOUND BY AND ACCEPT THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THIS SOFTWARE AND WILL IN FACT BE PROHIBITED FROM DOING SO. THIS COMPUTER SOFTWARE MAY BE USED ONLY PURSUANT TO THE TERMS AND CONDITIONS SET FORTH BELOW, AND SOLELY IN CONJUNCTION WITH THE ACCOMPANYING SECURITY MECHANISM OR CODE, AS THE CASE MAY BE, WHICH MUST BE PRESENT ON YOUR COMPUTER (OR NETWORK AS APPLICABLE) AT ALL TIMES DURING SUCH USE.

PLEASE NOTE: Your company may have additional restrictions and guidelines in place regarding the use of this Software that are in addition to those found within this Software License. If you have any questions or concerns as the to existence of any such additional restrictions or guidelines, you should consult with your supervisor or your IT Department before using this Software.

READ THIS IF YOU RECEIVED THIS SOFTWARE FROM A THIRD PARTY: If you received this Software from someone other than an authorized In-House Solutions Inc. representative, you do not have a legal software license (e.g., If you acquired possession of this Software simply by buying a machine or Software from the former owner or from an auction, you do not have a valid license.). You should contact In-House Solutions Inc. (+1 (519) 658-1471) in order to obtain a new and valid license. Use of this Software without a valid software license is unlawful, a violation of the United States Copyright Act, Canadian intellectual property laws and/or international intellectual property laws and treaty provisions, and may expose you to civil and criminal liability including, but not limited to, fines and damages under 17 United States Code Sec. 506.

SOFTWARE LICENSE

Subject to your full and ongoing compliance with the terms and conditions of this Software License Agreement, including, without limitation, payment of all applicable license fees, In-House Solutions Inc. (“In-House”), a Canadian corporation with its principal place of business at 240A Holiday Inn Drive, Cambridge, Ontario, N3C 3X4, Canada, hereby grants to you a limited, personal, worldwide, non-assignable, non-sublicenseable, non-transferable non-exclusive and revocable license (the “License”) to use this software program and its accompanying documentation (and, if applicable, to permit your authorized employees to use them), solely in accordance with the terms and conditions of this Software License Agreement. You may use the Software solely for your internal business purposes and solely in conjunction with the accompanying hardware or software device, method, scheme or other security measure provided by In-House which allows a user to access the Software and prevents unauthorized access to the Software (the “Security Mechanism”). You may not reverse engineer, decompile or disassemble the Software. This is not a sale; you do not obtain any rights to this Software except as expressly set forth in this License. You do not have the right to sell, sub-license or otherwise provide this Software to any third party, even if you sell the machine that uses the Software. The Software, any updates to the Software through purchase or due to enrolment in an authorized software maintenance program (including any that you download through the Internet), and the Documentation in printed or electronic form shall hereinafter collectively be referred to as the “Software” and are all governed by this License.

From time to time, In-House may in its sole discretion amend, update or modify this License. The most recent version of this License is located at: http://test.inhousesolutions.com/eula.

RESTRICTIONS

You may not use the Software without a Security Mechanism provided by In-House or In-House’s suppliers. When In-House or In-House’s authorized representatives provide you with a single-user Security Mechanism, the Software may only be used (in executable code form only) on a single computer to which the Security Mechanism is physically attached. In the event In-House or In-House’s authorized representatives provide you with a multiple-user Security Mechanism for use over an internal network (a “Network Security Mechanism”), the Software may be used: (a) in executable code form only; (b) only on end-user computers that are connected to the internal network to which the Network Security Mechanism is attached; and (c) only by the number of users and accessed by the number of end-user computers for which licenses were purchased and as further allowed by the Network Security Mechanism. You may physically transfer the Software from one computer equipped with a single-user Security Mechanism to another only if the Security Mechanism is included in the transfer and is installed with the new computer.

You shall not: (a) copy (except as provided below), adapt, modify the Software; (b) publish, display, disclose or create a derivative work from the Software or any part thereof; (c) decompile or translate, disassemble, create or attempt to create, by reverse engineering or otherwise, the source code form of the Software from the executable code of the Software; (d) remove any proprietary notices, labels or marks from the Software; (e) sell, rent, lease, distribute or otherwise transfer or provide all or any part of the Software to any person or entity without the prior written consent of In-House; (f) use the Software to provide outsourcing, service bureau, time sharing or other services to any third party; or (g) sublicense, assign, delegate or otherwise transfer your rights in the Software, under the Software License Agreement or any of the related rights or obligations for any reason without the prior written consent of In-House. You shall not circumvent, bypass, modify, reverse engineer, disassemble, disable, alter, enhance or replicate the function of the Security Mechanism in any manner whatsoever. Any attempt to do so shall result in automatic termination of this License without prejudice to all other legal rights and remedies of In-House.

COPYING RESTRICTIONS

If you purchase or download the Software in China, India, Indonesia or Vietnam, you may not copy the Software or printed materials accompanying the Software for any purpose. You may make one (1) copy of the Software for backup or archival purposes, provided that you reproduce all proprietary notices of In-House on any such copy.

NON-TRANSFERABLE

You may not transfer or assign the Software or this Software License Agreement or any rights or obligations hereunder. Any attempt to do so will automatically terminate this License without the need for notice. This termination is without prejudice to all other legal rights and remedies of In-House.

INTELLECTUAL PROPERTY RIGHTS

United States and Canadian intellectual property laws and international intellectual property laws and treaty provisions protect the Software. Therefore, you may not distribute the Software without In-House’s permission.

The Software is and includes intellectual property of In-House. All associated intellectual property rights, including, without limitation, worldwide patent, trademark, copyright and trade secret rights, are reserved by In-House. In-House retains all right, title and interest in and copyrights to the Software, regardless of the form or media in or on which the original or other copies may subsequently exist. This Software License Agreement shall not constitute a sale of the Software and no title or proprietary rights to the Software are transferred to you hereby. You acknowledge that the Software is a unique, confidential and valuable asset of In-House, and In-House shall have the right to seek all equitable and legal redress which may be available to it for the breach or threatened breach of this Software License Agreement including, without limitation, injunctive relief. Unauthorized copying of the Software or failure to comply with the above restrictions shall result in automatic termination of this License and this Software License Agreement without prejudice to all other legal rights and remedies of In-House. You understand and agree that In-House has the right to stop selling, distributing, servicing or updating the Software (or any part of it), and services or offerings at any time.

USAGE AUDITING, PIRACY AND OUR PRIVACY POLICY

In-House’s audit and collection of any of your data and your use of the Software is subject to In-House’s privacy policy (http://test.inhousesolutions.com/privacy). We may audit your software usage for anti-piracy purposes, to verify a valid registration and identify if new updates are available and to assess your use of the Software. You consent to the Software sending usage data (e.g., the number of instances the Software is launched, the device IP address and/or the version of the Software), for registration, authentication, use and anti-piracy auditing and enforcement purposes. In-House may also use the usage data for our own internal statistical and analytical purposes, to evaluate and enhance users’ experience of the Software by identifying customer preferences and purchasing trends that we may use for marketing purposes and in respect of operations and development.

CONFIDENTIALITY

You acknowledge that the Software contains proprietary trade secrets of In-House and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to promptly communicate the terms and conditions of this Software License Agreement to those persons employed by you who come into contact with the Software, and to use your best efforts to ensure their compliance with such terms and conditions, including, without limitation, absolutely preventing such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating the Security Mechanism.

ENFORCEMENT OBLIGATIONS

In the event you become aware that any person or entity in your employ or under your control is using the Software in a manner not authorized by this Software License Agreement, you shall immediately take all steps necessary to stop such unauthorized use of the Software. You shall promptly notify In-House in writing of any unauthorized use of the Software of which you become aware.

LIMITED WARRANTIES

IN-HOUSE WARRANTS THAT THE MEDIA ON WHICH THE SOFTWARE IS DISTRIBUTED WILL BE FREE OF DEFECTS IN MATERIAL OR WORKMANSHIP FOR A PERIOD OF THIRTY (30) DAYS AFTER PURCHASE. THE FOREGOING LIMITED WARRANTY EXCLUDES DEFECTS ARISING OUT OF ACCIDENT, NEGLECT, MISUSE, FAILURE OF ELECTRIC POWER AND CAUSES OTHER THAN ORDINARY AND AUTHORIZED USE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS PROVIDED “AS-IS, WITH ALL FAULTS.” THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY IN-HOUSE REGARDING THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN-HOUSE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN-HOUSE IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE. NOTWITHSTANDING THE FORGOING SENTENCE, IN-HOUSE SHALL BE OBLIGATED TO PROVIDE UPDATES TO THE SOFTWARE PURSUANT TO ANY WARRANTIES PROVIDED THEREWITH.

SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY: YOUR SOLE EXCLUSIVE REMEDY AND IN-HOUSE’S SOLE OBLIGATION HEREUNDER SHALL BE, AT IN-HOUSE’S SOLE OPTION, (i) REPLACEMENT OF THE DEFECTIVE MEDIA, OR (ii) REFUND OF THE PURCHASE PRICE OF THE SOFTWARE. IN-HOUSE SHALL HAVE NO OTHER OBLIGATION OR LIABILITY TO YOU ARISING FROM OR RELATED TO THIS LICENSE OR YOUR USE OF THE SOFTWARE. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK.

NOTE ON DOCUMENTATION: While In-House makes every effort to ensure that its Documentation for the Software is accurate and up-to-date, it cannot guarantee the Documentation at all times represents the latest operation and functionality of the Software. The content of all documentation, in electronic or printed form, for the Software is provided for informational purposes only. The content of the Documentation may be changed without notice to you. In-House expressly disclaims any warranty or representation that the Documentation is an accurate and/or current reflection of the Software’s operation and performance.

DISCLAIMER OF CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY

IN NO EVENT WHATSOEVER WILL IN-HOUSE, OR ITS EMPLOYEES, SHAREHOLDERS, DIRECTORS, AFFILIATES, DISTRIBUTORS OR AUTHORIZED REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SOFTWARE LICENSE AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF IN-HOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL DAMAGES SHALL INCLUDE, WITHOUT LIMITATION, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND LOSS OF OR DAMAGE TO ANY PRODUCTS THAT THE SOFTWARE IS USED IN CONJUNCTION WITH. THIS DISCLAIMER SHALL REMAIN IN FULL FORCE AND EFFECT, EVEN IN THE EVENT THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL FAIL OF ITS ESSENTIAL PURPOSE.

IN-HOUSE’S ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS SOFTWARE LICENSE AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

The disclaimers and restrictions set forth above shall apply regardless of the nature of your claims, be they based in contract, warranty, tort, strict liability or otherwise.

INDEMNIFICATION

You shall indemnify and hold harmless In-House, its officers, directors, employees, authorized representatives and agents (the “Indemnified Parties”) from and against all losses, settlements, claims, actions, suits, proceedings, judgments, awards, damages, liabilities, costs and expenses including, without limitation, reasonable attorneys’ fees (collectively, “Losses”) which arise out of or are related to any breach of this Software License Agreement by you or your employees, agents, authorized representatives, dealers or sub-dealers, and shall reimburse the Indemnified Parties for any and all legal, accounting and other fees, costs and expenses reasonably incurred by any of them in connection with investigating, mitigating or defending any such Losses.

EDUCATIONAL AND TRAINING PRICING

If this Software was obtained through or in accordance with an In-House educational or training pricing plan, option, grant, schedule or program, it may not be used by anyone, including you, to conduct any computer aided design, computer aided drafting, computer aided machining, or training activities that, directly or indirectly, generate or otherwise result in monetary revenues for the benefit of any individual or any entity, other than the school that originally received this Software.

EVALUATION SOFTWARE

If the Software is identified as a training, demonstration, evaluation, trial, “not for sale” (“NFS”) or “not for resale” (“NFR”) version (“Evaluation Version”) in the applicable user documentation you may install and access one (1) copy of the Software only for the purpose of training, evaluation and/or demonstration. You understand that at the end of the training or evaluation period, you must either stop using the Software or pay for the Software to continue using it. If you fail to pay for it, then your license terminates. Upon expiration of the evaluation period, you will immediately discontinue use of the Evaluation Version and delete and destroy all electronic copies of the Evaluation Version including, but not limited to, all user documentation that may have been provided as part of the training or evaluation from your computer and any other computer devices on which you have installed the Evaluation Version. Any attempt to circumvent any expiration date technology is in violation of this License Agreement and will automatically and immediately terminate your license to use the Evaluation Version.

TERMINATION

This Software License Agreement is effective until terminated. You may terminate this Software License Agreement at any time by deleting all copies of the Software under your control, ceasing use of any Software under your control and notifying In-House of the forgoing. In-House may terminate this Software License Agreement if In-House determines, in its sole discretion, that you have violated the terms of this Software License Agreement. Upon termination of this Software License Agreement for any reason, you agree to immediately return to In-House all copies of the Software, return the Security Mechanism to In-House, and certify to In-House in writing that all known copies, including backup copies, have been returned. All provisions relating to confidentiality, proprietary rights, indemnification and non-disclosure shall survive the termination of this Software License Agreement. You may not transfer this Software to the purchaser of any equipment on which the Software may be resident. You may not transfer this Software via liquidation, bankruptcy, auction, close of business, or any other method that does not involve an authorized Octopuz Representative. This License is for you alone. In the event you breach the provisions of this Section, In-House shall be entitled to liquidated damages in the amount of Twenty-Five Thousand Canadian Dollars ($25,000 CAD), plus its reasonable attorneys’ fees and court costs.

GENERAL

If you purchased or downloaded the Software in the United States, then this License is governed by the laws of the United States and the Commonwealth of Pennsylvania, without reference to conflict of laws principles. Any dispute between you and In-House regarding this License will be subject to the exclusive venue of the courts in the Commonwealth of Pennsylvania. This License specifically excludes the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such “convention,” if otherwise applicable. Except as expressly set forth herein to the extent permitted by applicable law, this License shall not prejudice the non-excludable, statutory rights of any party dealing as a consumer. If you acquired the Software in Canada, unless expressly prohibited by local law, this License is governed by the laws in force in the Province of Ontario, Canada; and, any dispute between you and In-House regarding this License will be subject to the exclusive jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you acquired the Software in the European Union, Iceland, Norway or Switzerland, then local law applies. If you acquired the Software in any other country, then local law may apply. This License is the entire agreement between you and In-House and supersedes any other communications or advertisements with respect to the Software and documentation. The Software, or any feature or part thereof, may not be available in all languages or in all countries. If In-House has provided you with a translation of the English language version of this License, you agree that such translation is provided for your convenience only and that the English language version, not the translation, of this License will be legally binding on you. The English language version of this License and not its translation(s) will govern in the event of a conflict between the English language version and a translation. The original English version of this License can be found at www.inhousesolutions.com/eula.

If and to the extent any provision of this License is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable but only to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. No term or provision in this License will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. No modifications or amendments to this License will be binding upon In-House unless made in writing and duly executed by you and an authorized representative of In-House.

You understand that the Software may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties. This Software License Agreement remains effective with such incorporation. Any and all other third party software or technology that may be distributed together with the Software (as bundled third party software) may be subject to you explicitly accepting a license agreement with that third party. In-House’s licensors shall be a direct and intended third party beneficiary of this Software License Agreement.

ATTORNEYS’ FEES

In the event that In-House is required to take legal action to enforce its rights under this Software License Agreement and obtains a ruling or settlement in its favour, you shall be liable to In-House for its reasonable attorneys’ fees and costs incurred in investigating and prosecuting its claim.

U.S. GOVERNMENT RESTRICTED RIGHTS

The Software provided hereunder is a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, the Software made available to the United States of America, its agencies and/or instrumentalities, is provided with only those rights set forth in this Agreement. Use, duplication or disclosure of the Software by the government is subject to the restrictions as set forth in subparagraph (c) (1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 C.F.R. 52.227-19, as amended, or any successor regulations thereto.

EXPORT RESTRICTIONS

You represent and warrant that you will not, without obtaining prior written authorization from In-House and, if required, of the Bureau of Export Administration of the United States Department of Commerce or other relevant agency of the United States Government, export or re-export, directly or indirectly, the Software from the United States to: (i) any country destination or entity to which export is restricted by the Export Administration Regulations of the United States Department of Commerce; (ii) any country or entity subject to sanctions administered by the Office of Foreign Assets Control, United States Department of the Treasury; or (iii) such other countries or entities to which export is restricted by any other United States government agency. You further agree that you are solely responsible for compliance with any import laws and regulations of the country of destination of a permitted export or re-export, and any other import requirement related to a permitted export or re-export.

SURVIVAL

All provisions of this Software License Agreement relating to confidentiality, non-disclosure, In-House’s proprietary rights, disclaimers, and limits of liability, or indemnification by Customer shall survive termination of this Software License Agreement for any reason.

RESERVATION OF RIGHTS

All rights not expressly granted are reserved by In-House.

TRADEMARKS

You agree that In-House Solutions Inc., Octopuz, and other In-House trademarks, service marks, logos and graphics are trademarks of In-House in Canada, the United States and/or other countries, or are trademarks of In-House’s partners or affiliates (the “Marks”). You are not granted a right to use the Marks without prior written permission from the owner thereof. You further agree not remove, obscure or alter any proprietary notices affixed to or contained within the Software.

March 2014 (Version 1.0)