End-User License Agreement

STAFFMAP SOFTWARE INC.

LICENSE AGREEMENT FOR STAFFMAP SOFTWARE PRODUCTS

IMPORTANT - PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS:

This Staffmap Software Inc. License Agreement for Software Products (the “Agreement”) is a legal agreement between you or the company you are authorized to represent ("You") and Staffmap Software Inc. ("Staffmap Software"). This Agreement governs the installation and use of the accompanying StaffMap computer software program and services not covered by a separate license agreement; all printed and electronic manuals, guides, bulletins, and online help (the “Documentation”); and any modifications, updates, revisions or enhancements received by You from Staffmap Software or its authorized dealers (collectively, the "Program").

You acknowledge and accept the terms and conditions of this Agreement by installing this Program. This Agreement limits and excludes warranties and remedies regarding the Program, exempts Staffmap Software and other persons from liability or limits their liability, and contains other important provisions that You should read. Your access to or use of the Program may also be subject to your acceptance of separate agreements with Staffmap Software and/or third parties.

BY SELECTING THE “I ACCEPT” BUTTON OR BY ACCESSING, DOWNLOADING, INSTALLING, OR USING THE PROGRAM, YOU ACKNOWLEDGE AND SIGNIFY YOUR ACCEPTANCE AND AGREEMENT, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT, AND IF YOU ARE AN INDIVIDUAL REPRESENTING A COMPANY OR OTHER PERSONS THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT AND AGREE TO THE AGREEMENT ON BEHALF OF THE COMPANY OR OTHER PERSONS YOU REPRESENT OR ON WHOSE BEHALF YOU ARE INSTALLING OR USING THE PROGRAM.

IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD IMMEDIATELY CANCEL THE INSTALLATION PROCESS.

IF YOU ARE USING A TRIAL VERSION OF THE PROGRAM, THE PROGRAM WILL BECOME DISABLED AFTER THIRTY (30) DAYS.

1. RETURN POLICY.

If You purchase an On-Premise License (as defined below) and are a first-time customer and return the Program to Staffmap Software within thirty (30) days from Your payment of the associated license fee, as evidenced by Your receipt, Staffmap Software will refund the license fee.

If You purchase a Subscription License to StaffMap.net (as defined below), there is no option to return the Program for a refund of the license fee. Instead, you may terminate Your Subscription License in accordance with Section 12 (Term and Termination) herein.

Upon the termination or expiration of this Agreement for any reason whatsoever: (a) the license granted hereunder shall immediately cease; and (b) You shall immediately stop using the Program in any way; and (c) within ten (10) days after the effective date of expiration or termination, deliver to Staffmap Software, or certify that You have destroyed, all copies of the Program.

2. GRANT OF LICENSE.

An “On-Premise License” means a license to use the Program according to this Agreement until this Agreement terminates as described herein. A “Subscription License” means a license to use the Program according to this Agreement until the specified term or subscription period ends or Your license or this Agreement is terminated as described herein.

Subject to Your compliance with all terms of this Agreement, Staffmap Software hereby grants to You a limited, non-exclusive, non-transferable (except as provided in Section 3(e) below), non-sublicensable license to use the Program under the terms stated in this Agreement for use in your business or profession during the term of Your license or subscription. The grant of rights hereunder to the Program is not a sale of the Program or any portion thereof and does not convey any rights of ownership in the Program. Staffmap Software reserves all rights not expressly granted by this Agreement and You hereby acknowledge that all title and ownership of the Program and all associated intellectual property rights are and shall remain with Staffmap Software. If You purchase an On-Premise License, You may use the Program only if You pay the required On-Premise License fee or fees when due and accept the terms of this Agreement as indicated above. If You purchase a Subscription License, You may use the Program only for the subscription period for which Staffmap Software has received Your Subscription License fees and if You accept the terms of this Agreement as indicated above. The Subscription License fees may be changed from time to time by providing You with thirty (30) days’ prior notice. A Subscription License to the Program must be installed on a computer that is connected to the Internet.

3. LICENSE RESTRICTIONS.

This Agreement does not include the right to perform any of the following and You agree to refrain from performing any of the following:

a. You may not make copies, translations, or modifications of or to the Program or any portion thereof, except You may make one (1) copy of the Program for backup purposes in support of Your use of the Program. You may make a second copy of the Program for use on either: (i) Your home computer; or (ii) a portable computer that You own or use in Your business or profession, to the extent that such computer is used by You as a secondary computer. You must reproduce all copyright, trademark, trade secret and other proprietary notices on any such backup copy of the Program. All copies of the Program are subject to the terms and conditions of this Agreement.

d. You have the right to use this Program within a Terminal Server environment subject to the following limitation: (i) You are expressly prevented from using the Program in a Terminal Server environment where the intent is to offer the Program to other users in an Application Service Provider (ASP) environment for the purpose of charging a fee to those users for access to the Program or charging a fee to those users for access to general services which might include access to the Program.

e. You may not sell, distribute, lease, rent, sublicense, modify, change, alter, assign or transfer the Program or this license, except that: (i) You may transfer the license to a party that purchases all or substantially all of the assets of your business, provided that You notify Staffmap Software in writing prior to the transfer of the Program to the purchasing party, and the purchasing party agrees in writing to be bound by the Agreement; or (ii) upon written permission from Staffmap Software, You may transfer the license to a party that agrees to be bound by this Agreement. You may not reverse-engineer, reverse-translate, disassemble, or decompile the Program, or any portion thereof, or otherwise attempt to discover the source code or structural framework of the Program. You may not create any derivative work based upon the Program by altering, modifying or translating the code of the Program. You may not obscure or remove any copyright or trademark notice from the Program.

f. Staffmap Software reserves all rights not expressly granted to You in this Agreement.

4. STAFFMAP.NET HOSTED VERSION

The following applies if You have subscribed to StaffMap.net for the electronic processing, storage, retrieval and transmission of data submitted by You (the “Data”).

a. Fees and Charges. Your use of the StaffMap.net service will result in fees as set forth on the Staffmap Software website (the "StaffMap.net Fees"). The StaffMap.net Fees may be changed from time to time by providing You with thirty (30) days’ prior notice of such changes via a posting on the StaffMap.net website. You must provide Staffmap Software with a valid credit card number for billing purposes and agree to allow Staffmap Software to automatically charge the StaffMap.net Fees directly to Your credit card prior to each billing cycle as selected in the registration process. StaffMap.net Fees will be charged monthly in advance of Your being allowed access to the StaffMap.net service and are not refundable. Staffmap Software will automatically charge Your credit card each month until You terminate the relationship with Staffmap Software. You agree to pay all state and local sales, use, property or other taxes, except for taxes on Staffmap Software's net income, which may be assessed against Staffmap Software with respect to this Agreement and any services provided hereunder. At its option, Staffmap Software may include such taxes in its invoices, in which event You shall pay to Staffmap Software the taxes so invoiced.

b. Security. Staffmap Software agrees to exercise reasonable care to prevent any unauthorized access to the Data. Each party hereto agrees to notify the other promptly of any unauthorized access to or use of StaffMap.net or the Data. Each party agrees to use all reasonable efforts to take remedial measures to rectify any such unauthorized access. Staffmap Software shall not be liable for any damages incurred by You in connection with any unauthorized access to or disclosure of the Data resulting from the actions of You, any third party or from the failure of electronic or other security measures.

c. Interruption of StaffMap.net Service. (i) The StaffMap.net service may be temporarily interrupted or curtailed due to equipment modifications, upgrades, relocations, repairs and other similar activities necessary during the operation and upgrade of the StaffMap.net service. No reduction of payments will be made in the case of temporary interruption of the StaffMap.net service. In no event shall Staffmap Software be liable for any damages due to temporary interruption of the StaffMap.net service. (ii) Staffmap Software will not be liable for and shall be excused from any interruptions, delays, failures, errors or defects in transmission and from failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including, but not limited to, work stoppages, shortages, civil disturbances, terrorist actions, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, fire, natural disasters or acts of God. (iii) Because You will access the StaffMap.net service over the public Internet, temporary disruptions of network connectivity may occur from time to time. Internet traffic is usually routed through many different public Internet providers on the way to its destination. Staffmap Software will not be liable for interruptions or delays in transmission or errors or defects in transmission or failure to transmit when caused by any public Internet provider.

5. LIMITED WARRANTY.

a. The following limited warranty applies to You only if You are the original licensor of the Program. Staffmap Software warrants that the Program substantially conforms to the specifications contained in the Documentation for a period of thirty (30) days from Your purchase, as evidenced by Your receipt (the "Limited Warranty Period"), provided that the Program is used on the computer operating system for which it was designed. Receipt of revisions or upgrades to the Program shall not restart or otherwise affect the warranty period for previously delivered copies or versions. Staffmap Software does not represent or warrant that Your use of the Program will be uninterrupted or error free.

b. Provided You notify Staffmap Software in writing during the Limited Warranty Period of a substantial non-conformity between the Documentation and the Program, and if Staffmap Software is able to replicate and verify that such substantial non-conformity exists, Staffmap Software shall replace or correct the Program, at Staffmap Software's sole option, so that the Program substantially conforms to the specifications or replace the defective media, as the case may be, or You may return all copies of the Program and Staffmap Software shall remit to You the license fee You paid, up to the amount of Staffmap Software's suggested list price for the Program. This Section 5(b) states Your SOLE AND EXCLUSIVE REMEDY for any breach of warranty hereunder.

c. No employee, agent or representative of Staffmap Software, nor any reseller (including the person or company who sold You the Program) or any other third party, is authorized to make any warranty with respect to the Program, except those expressly stated in Sections 5(a) and 5(b) of this Agreement, and You may not rely on any such unauthorized warranty.

6. DISCLAIMER OF WARRANTIES.

a. The foregoing warranties and remedies are exclusive. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTIONS 5(a) AND 5(b) OF THIS AGREEMENT STAFFMAP SOFTWARE DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROGRAM AND ANY SERVICES FURNISHED IN CONNECTION WITH THIS AGREEMENT. STAFFMAP SOFTWARE DOES NOT WARRANT THAT THIS SOFTWARE IS FREE OF BUGS, VIRUSES, IMPERFECTIONS, ERRORS, OR OMISSIONS. STAFFMAP SOFTWARE SPECIFICALLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION: (I) OF MERCHANTABILITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; (III) OF NON-INFRINGEMENT; OR (IV) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IF YOU ARE ACTING AS A CONSUMER, SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING MAY NOT APPLY TO YOU.

b. STAFFMAP SOFTWARE SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE OPERATION OF THE PROGRAM ON OTHER THAN THE COMPUTER AND OPERATING SYSTEM IDENTIFIED IN THE DOCUMENTATION, ACTS OF ABUSE OR MISUSE BY YOU OR MODIFICATIONS OR UNAUTHORIZED REPAIRS. STAFFMAP SOFTWARE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE PROGRAM OR ANY OTHER ITEMS OR SERVICES PROVIDED BY STAFFMAP SOFTWARE.

8. DISCLAIMER REGARDING LINKS TO EXTERNAL SITES. The Program may include links to other websites on the Internet that are owned and operated by third parties not under the control of Staffmap Software. Staffmap Software provides the links for Your convenience only and does not provide a warranty of any type regarding the actions of such third parties or the security of information sent to such third parties while You are using their websites. Under no circumstances shall Staffmap Software, or its subsidiaries or affiliates, be responsible or liable in any way for the availability of services or products offered, or the content located on or through, any such third party's website.

9. TERMINATION OF SUPPORT AND OTHER SERVICES.

Software has a limited useful life for various reasons including changes in technology. Except as otherwise provided herein, You are free to decide and are responsible for deciding when to upgrade the Program. Staffmap Software reserves the right to terminate customer support, your subscription to the Program, and all other services (including but not limited to any connectivity to any Add-On Products and Services) applicable to the Program in the event that the Program has become inoperable or incompatible with current operating systems, hardware, Add-On Products and Services or other technologies. If You are not operating a supported release or service, it may be necessary to license an upgrade or replacement product or service in order to continue to receive customer support and/or other updates. Any updates licensed by You are considered part of the Program and subject to the terms and conditions of this Agreement, except to the extent a separate license agreement is provided in connection with such update.

10. RECOMMENDED ENVIRONMENT.

This Program has been designed to work optimally in the environment stated within the Documentation. Any defects, inconsistencies, or issues arising out of operating outside the parameters set forth therein may require You to pay additional maintenance/upgrade costs to Staffmap Software to support and/or rectify.

11. LIMITATION OF LIABILITY.

BECAUSE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE FREE FROM ERRORS, YOU ARE ADVISED TO VERIFY THE WORK PRODUCED BY THE PROGRAM. TO THE FULLEST EXTENT PERMITTED BY LAW, STAFFMAP SOFTWARE'S LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING HEREUNDER, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AND NOT EXCEED (i) IF YOU PURCHASED AN ON-PREMISE LICENSE, THE GREATER OF THE AMOUNT OF LICENSE AND SUPPORT FEES PAID BY YOU TO STAFFMAP SOFTWARE, OR STAFFMAP SOFTWARE'S SUGGESTED LIST PRICE FOR USE OF THE PROGRAM OR (ii) IF YOU PURCHASED A SUBSCRIPTION LICENSE, THE ON-PREMISE SUBSCRIPTION FEES ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM. TO THE FULLEST EXTENT PERMITTED BY LAW, STAFFMAP SOFTWARE SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF TIME, LOSS OF ANTICIPATED PROFITS, REVENUE OR DATA, OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE, EVEN IF STAFFMAP SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Staffmap Software will have no responsibility for the Program if any portion of the Program has been modified, lost, stolen or damaged by accident, abuse or misapplication.

12. TERM AND TERMINATION.

a. This Agreement shall commence on the date You install the Program and shall continue until the earlier of: (i) the date it is terminated in accordance with the terms herein; (ii) your acceptance of a superseding license agreement; (iii) the expiration of the trial period, if applicable; or (iv) the expiration of Your subscription term, if applicable.

b. If You purchased a Subscription License, your subscription period is monthly, with the subscription fees payable each month. You may cancel Your subscription with at least one (1) day’ notice prior to Your renewal date. Please note that any of the following will cause Your Program to revert to “read only” mode: (i) failure to pay Your subscription fee; (ii) termination of this Agreement; (iii) cancellation or non-renewal of Your subscription. Full Program functionality will not be restored until Your account is brought current, which will require payment of all past due fees.

c. This license, and all of Staffmap Software's obligations hereunder, automatically terminate if You fail to comply with any provision of this Agreement. Upon the termination or expiration of this Agreement for any reason whatsoever: (i) the license granted hereunder shall immediately cease; and (ii) You shall immediately stop using the Program in any way and, within ten (10) days after the effective date of expiration or termination, deliver to Staffmap Software, or certify that You have destroyed, all copies of the Program.

13. ANTI-BRIBERY AND CORRUPTION. Each party will and will procure confirmation that persons associated with them:

a. comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anticorruption (the “Relevant Requirements”);

b. not engage in any conduct which would constitute an offence under any of the Relevant Requirements;

c. not do, or omit to do, any act that may lead the other party to be in breach of any Relevant Requirements;

d. promptly report to the other party any request or demand for any undue financial or other advantage received by it in connection with this Agreement;

e. have and maintain in place during the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate.

14. MISCELLANEOUS.

a. As a user of the Program, You assume the responsibility for the selection of the Program as being appropriate for your purposes. You understand and agree that: (i) You are solely responsible for the content and accuracy of all reports and documents prepared with the Program; (ii) using the Program does not relieve You of any professional obligation concerning the preparation and review of such reports and documents; and (iv) Staffmap Software's support service is designed to offer technical support for issues regarding the features and functionality of this Program in the recommended operating environments only.

b. This Agreement shall be governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. Any and all disputes arising under this Registration Rights Agreement, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of British Columbia and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such province.

c. This Agreement allocates risk between You and Staffmap Software as authorized by applicable law, and pricing of Staffmap Software's products reflects this allocation of risk and the limitation of liability contained in this Agreement. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall be valid and enforceable according to its terms.