LICENSE AGREEMENT



ATTENTION: THIS IS A LICENSE, NOT A SALE.  THIS PRODUCT IS PROVIDED UNDER THE FOLLOWING LICENSE AGREEMENT AND ALL APPLICABLE ADDENDUMS ("LICENSE") WHICH DEFINE WHAT YOU MAY DO WITH THE PRODUCT AND CONTAINS LIMITATIONS ON WARRANTIES AND/OR REMEDIES.  THIS LICENSE IS GRANTED BY eLading Software Inc. OF VANCOUVER, CANADA.  THIS LICENSE INCLUDES THE FOLLOWING:  

1.  GENERAL LICENSE AGREEMENT
2.  TRIAL VERSION ADDENDUM TO THE GENERAL LICENSE AGREEMENT

GENERAL LICENSE AGREEMENT

IMPORTANT:  CAREFULLY READ THIS LICENSE BEFORE USING THIS PRODUCT.  INSTALLING, COPYING, OR OTHERWISE USING THIS PRODUCT INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AND AGREE TO BE BOUND BY AND COMPLY WITH ITS TERMS.  IF YOU DO NOT AGREE, RETURN THE COMPLETE PRODUCT TO eLading Software Inc. at 4421 West 12th Avenue, Vancouver, BC, Canada, V6R 2R3, WITHIN 10 DAYS OF THE DATE YOU ACQUIRED IT FOR A FULL REFUND.  THIS LICENSE AGREEMENT IS YOUR PROOF OF LICENSE.  PLEASE TREAT IT AS VALUABLE PROPERTY.

A. LICENSE:  
eLading Software Inc. ("eLading" or "we" or "us") provides you with storage media containing a computer program, computer software, including its code, accompanying printed materials, a License, and "online" or electronic documentation (together called the "Product") and we grant you a license to use the Product in accordance with the terms of this License.  Any supplemental software code and supporting materials provided to you as part of support services provided by eLading for the Product shall be considered part of the Product and subject to the terms and conditions of this License.  The copyright and all other rights to the Product shall remain with us or our licensors.  You must reproduce any copyright or other notice marked on the Product on all copies you make.

B. YOU MAY:  
1. Install and use one copy of the Product on a single computer.   You may also make and use a second copy of the Product on a home or portable computer provided that copy is never loaded in the RAM of the home or portable computer at the same time it is loaded in the RAM of the primary computer. 
2. You may also store or install a copy of the Product on a storage device, such as a network server, used only to install or run the Product on your other computers over an internal network; however, you must acquire and dedicate a license for each separate computer on which the Product is installed or run from the storage device.
3. Transfer the Product to someone else only if you assign all of your rights under this License, cease all use of the Product, erase or destroy any copy (including the hard disk copy) made in support of your use of the Product, and ensure that the person to whom you wish to transfer the Product agrees to the terms of this License.

4. If you have purchased this Product as an upgrade of an eLading product you may continue to use your upgraded product with this Product.  If you transfer this Product, you must either transfer the upgraded product at the same time you transfer the Product or destroy the upgraded product at the same time you transfer the Product.  If the Product you have purchased is an upgrade of an eLading product, you now may use that upgraded product only in accordance with this License.

C. YOU MAY NOT:  
1. Use the Product or make copies of it except as permitted in this License. 
2. Translate, reverse engineer, decompile, or disassemble the Product except to the extent applicable law expressly prohibits the foregoing restriction.
3. Rent, lease, assign, or transfer the Product except as set out in paragraph B above.
4. Modify the Product or merge all or any part of the Product with another program.
5. Separate the component parts of the Product for use on more than one computer.

D. TERM:  
This license shall remain in effect only for so long as you are in compliance with the terms and conditions of this agreement. This license will terminate if you fail to comply with any of its terms or conditions.  You agree, upon termination, to destroy all copies of the Product.  The Limitations of Warranties and Liability set out below shall continue in force even after any termination.

E. WARRANTY: 
WE WARRANT THAT THE STORAGE MEDIA IN THIS PRODUCT WILL BE FREE FROM DEFECT IN MATERIALS AND WORKMANSHIP FOR NINETY (90) DAYS FROM THE DATE YOU ACQUIRE IT.  IF SUCH A DEFECT OCCURS, RETURN THE MEDIA TO US AT, eLading Software Inc., 4421 West 12th Avenue, Vancouver, BC, Canada, V6R 2R3, AND WE WILL REPLACE IT FREE OF CHARGE.  THIS REMEDY IS YOUR EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY.  IT GIVES YOU CERTAIN RIGHTS AND YOU MAY HAVE OTHER LEGISLATED RIGHTS WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.
	
F. LIMITATION OF WARRANTIES AND LIABILITY:   
EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE.  YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT.  NEITHER WE NOR OUR DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE.  WE ARE ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY.  OUR MAXIMUM AGGREGATE LIABILITY TO YOU AND THAT OF OUR DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT.  THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH.

G. U.S. GOVERNMENT RIGHTS: 
With respect to any acquisition of the Product by or for any unit or agency of the United States Government (the "Government"), the Product shall be classified as "commercial computer software", as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS").  The Product was developed entirely at private expense, and no part of the Product was first produced in the performance of a Government contract.  If the Product is supplied for use by DoD, the Product is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(1)(ii)(OCT 1988), as applicable. If the Product is supplied for use by a Federal agency other than DoD, the Product is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable.  The contractor/ manufacturer eLading Software Inc. at 4421 West 12th Avenue, Vancouver, BC, Canada, V6R 2R3.

I. EXPORT CONTROLS:  
If the Product is identified as a not-for-export product (for example, on the box, media or in the installation process), then, unless you have exemption from the United States Department of Commerce or other regulatory authority as designated from time to time the following applies:  EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE PROGRAM MAY NOT BE EXPORTED OUTSIDE OF THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY THE U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY AGREEING TO THE TERMS OF THIS LICENSE YOU ARE WARRANTING TO eLading THAT YOU ARE NOT A "FOREIGN PERSON" OR UNDER THE CONTROL OF A "FOREIGN PERSON".

J. GENERAL:  
This License is the entire agreement between us, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement. This License shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. If any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License and the other provisions shall remain in full force and effect. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux presentes ont exige que cette entente et tous autres documents envisages par les presentes soient rediges en anglais.


TRIAL VERSION ADDENDUM TO THE GENERAL LICENSE AGREEMENT

IF THIS PRODUCT IS IDENTIFIED AS A TRIAL VERSION, YOUR USE OF THE TRIAL VERSION PRODUCT IS GOVERNED BY THE TERMS OF THE GENERAL LICENSE AGREEMENT AS MODIFIED BY THE TERMS OF THIS TRIAL VERSION ADDENDUM.  IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE GENERAL LICENSE AGREEMENT AND THIS TRIAL VERSION ADDENDUM, THE TERMS OF THE TRIAL VERSION ADDENDUM SHALL GOVERN.

THIS TRIAL VERSION WILL BE BECOME COMPLETELY INOPERABLE ON December 31st, 2001, REGARDLESS OF THE DATE OF INSTALLATION BY YOU.

YOU ARE GRANTED A LICENSE TO USE THE TRIAL VERSION OF THE PRODUCT ONLY.  SUCH LICENSE SHALL CONTINUE FOR THE PERIOD SET OUT ABOVE, AFTER WHICH TIME YOUR LICENSE TO USE THE TRIAL VERSION SHALL TERMINATE.

ANY ATTEMPT TO CIRCUMVENT ANY EXPIRY DATE TECHNOLOGY/TIME BOMB MECHANISM OR OTHER MECHANISM CONTAINED WITHIN THE SOFTWARE WHICH IS INTENDED TO LIMIT YOUR ABILITY TO USE THE SOFTWARE TO A SPECIFIED PERIOD IS A VIOLATION OF THIS LICENSE. ANY ATTEMPT TO CIRCUMVENT ANY SUCH EXPIRY DATE TECHNOLOGY/TIME BOMB MECHANISM SHALL RESULT IN THE IMMEDIATE TERMINATION OF YOUR LICENSE TO USE THE SOFTWARE.

Revised: August 6th , 2001

