UniPrint Infinity License Agreement

Important – Read Carefully

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY OR ORGANIZATION THAT HAS LICENSED THIS SOFTWARE (“YOU”) AND Process Fusion Inc. (“PFI” or “We”). BY DOWNLOADING, INSTALLING AND USING THE SOFTWARE (“Software” or “SaaS”), YOU ACCEPT THE SOFTWARE AND AGREE TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL THE SOFTWARE. THIS AGREEMENT SHALL APPLY ONLY TO THE APPLICATION SUPPLIED BY PFI HEREWITH, REGARDLESS OF WHETHER OTHER APPLICATIONS ARE REFERRED TO OR DESCRIBED HEREIN.

Definitions

“Process Fusion Inc.” or “PFI” or “We” means Process Fusion Inc. registered at 3280 Bloor Street West, Suite 1202 Centre Tower, Toronto, ON, CA M8X 2X3.

“Licensor” means Process Fusion Inc.

“Software” or “SaaS”, means Software as a Service that is licensed on a subscription basis (based on a user account or a system process) and is centrally hosted by PFI.

“A license” means the user account or a system process that uses the Software.

“A user” or “An end user” or “Customer” or “You” means whoever accesses or uses the SaaS related services (based on a user account or a system process) with or without paying the service fee.

“Parties” means both Customer and PFI.

“Service” means any services provided by Process Fusion Inc. to you.

“Try”, “Proof of Concept” or “Pilot” means using the service, with the purpose of evaluating, for free or with a nominal fee. PFI reserves the rights to limit the features as needed.

“Intellectual Property” means the Confidential Information, and any trade secrets, copyrights, inventions, works, Trade-marks, logos, designs, distinctive names, commercial symbols, domain names, materials (including but not limited to User Documentation, books, pamphlets, manuals, questionnaires, checklists, bulletins, technical bulletins, memoranda, administration bulletins, business processes and best practices, presentation templates, training materials, memoranda, videos, tapes, charts, letters, notices or other publications or documents prepared by or for Process Fusion Inc., as may be modified from time to time) and insignia developed, owned, or provided by Process Fusion Inc. in connection with this Agreement.

1. Limitation of Liability

PFI and its affiliates, (collectively, the “Licensor”) make no representations or warranties with respect to the Software and specifically disclaim any express or implied warranties of merchantability, title, or fitness for a particular purpose. Licensor will not be responsible for any data loss that might result from Implementing the Software including but not limited to any special, indirect or consequential damages whatsoever resulting from the loss of use, data or profits, arising out of or in connection with the use or performance of the Software. Licensor strongly recommends a backup of your system be made before installing and/or using the Software. You accept all responsibility for damages, direct or indirect, resulting from, but not limited to, the use of the Software. In any case, Licensor’s entire liability under any provision of this EULA shall be limited to the amount actually paid by you for the Software.

2. Copyright

The Software is protected by copyright laws and international copyright treaties and other laws regarding trade secrets and other intellectual property rights. PFI or its licensors retains all copyrights and other intellectual property rights to the Software and all copies hereof. Customer owns only the medium on which the Software is recorded. All copies of the Software and any portion of the Software merged into or used in conjunction with another program will continue to be the property of PFI or its licensors and are subject to the terms and conditions of this EULA. Customer is not entitled to change or remove any marks and notices concerning copyright, trademarks or other rights on or within the Software (including any copies thereof). Customer must reproduce the copyright notice of any copy of the Software merged or integrated into another program.

3. Grant of License

This EULA grants you the following rights:

• Subject to the terms and conditions of this Agreement, Process Fusion Inc. grants to you and you accept, a non-exclusive, non-transferable, limited license to use of the Software. The license for the Software may not be shared or used concurrently.

4. Copy Restrictions (Backup and Installation Copy)

Customer is not allowed to copy the Software except for backup and installations purposes. The backup and installation copies must not be used concurrently with the original copy of the Software, but may only be used in case of deterioration or destruction of the original copy. In case Customer’s rights to the original copy cease, Customer is obligated to immediately destroy the backup and installation copies.

5. Other Restrictions and Limitations

Customer is not entitled to reverse-engineer, disassemble or decompile the Software or in any other way attempt to investigate and discover the source code or the structural framework of the Software except and only to the extent as provided for by applicable law. Customer is not entitled to sell, assign, distribute, license, rent, lease, lend out or in any other way transfer the Software or any rights granted hereto or to disclose the Software to a third party without the prior written consent of Process Fusion Inc. Customer agrees that unless otherwise agreed upon by Process Fusion Inc. in writing, Process Fusion Inc. shall have no responsibility for any services with respect to the Software, whether in the nature of training, education, media conversion, installation, modification, support or otherwise.

6. Termination

In the event of Customer’s material breach of this EULA, Process Fusion Inc. is entitled to immediately terminate this EULA. Customer may at any time terminate this EULA by informing PFI in writing of Customer’s decision. In case of termination, Customer is under the obligation to promptly destroy, without compensation, the Software, including any and all backup copies thereof, and merged portions in any form, including any copy in Customer’s computer memory or in data storage devices.

7. Disputes

This EULA shall be governed by the laws of the Province of Ontario, Canada and the laws of Canada applicable therein. This EULA is intended to be for the benefit of PFI and its successors and assigns and, therefore, may be enforced directly by said entity, its successors and assigns. Any dispute pertaining to or arising out of this EULA shall be settled by a Court of competent jurisdiction selected by PFI.

8. Language

It is the express wish of the parties that the agreement and all related documents be drafted in the English language.