Transoft Solutions Inc.

SOFTWARE LICENSE AGREEMENT

IMPORTANT! Please CAREFULLY READ the following License Agreement!

1. ACCEPTANCE/REJECTION
   • Acceptance of Agreement. Before You copy, install, upload, access or use any portion of the Software, You must accept the terms and conditions of this Agreement. By communicating to Transoft your acceptance of this Agreement You are entering into a legal and binding contract with Transoft and agreeing to be bound by the terms and conditions of this Agreement. You may communicate acceptance of this Agreement in several ways including but not limited to the act of You selecting and completing the "I Accept" option in conjunction with an on-line or electronic version of this Agreement, or by communicating to Transoft acceptance in writing, or by paying an invoice or order confirmation for the Software issued in connection with this Agreement and provided to You by Transoft before delivery of the Software to You.
   • Rejection of Agreement. If You do not agree to the terms and conditions of this Agreement, then You must not copy, install, upload, access or use any portion of the Software and You must either:
     • Not proceed with any acquisition or use of the Software; or
     • select the "I Do Not Accept" option in conjunction with an on-line or electronic version of this Agreement,
     and in either case if You do not agree to the terms and conditions of this Agreement then You must not proceed to copy, install, upload, access or use any portion of the Software.
   • Upon acceptance of this Agreement by You, this license agreement supersedes and replaces all previous licenses issued to You by Transoft pertaining to the right to use the Software.
2. DEFINITIONS: In this Agreement (including Schedules "A" and "B"),
   • "Americas" means with reference to a Zone or Zone License, all of the countries or geographic regions listed under the heading "Americas" in Part 1 of Schedule "B" within North America, Central America, the Caribbean, and South America (other than countries, regions or other geographic areas which are prohibited pursuant to the general prohibitions set out in Section 8 of this Agreement)
   • "APAC" means with reference to a Zone or Zone License, the countries or geographic regions listed under the heading "APAC" in Part 2 of Schedule "B" of this Agreement comprising countries and areas within that part of the world that is commonly described or known as Asia and Asia Pacific (other than countries, regions or other geographic areas which are prohibited pursuant to the general prohibitions set out in Section 8 of this Agreement)
   • "Authorized Number of Site Users" means with respect to a Site License, Multi-Site License, Zone License or Global License, the maximum number of Authorized Users permitted to access and use the Software at an Authorized Site applicable to the Scope of License You have purchased and which number is identified for each Authorized Site in the invoice or order confirmation issued by Transoft to You and paid by You. If the invoice or order confirmation issued by Transoft to You and paid by You does not identify the maximum number of Authorized Users permitted to access and use the Software at any one time (e.g. concurrent users) at an Authorized Site, then the Authorized Number of Site Users shall be deemed to be one Authorized User for each Authorized Site;
   • "Authorized Site" means a Site within the Zone that is identified in the invoice or order confirmation issued by Transoft to You and paid by You for a Site License (or other License Type that contemplates and authorizes use of the Software only at a specific Site) which Site shall be the specific Site at which the Software may be installed, accessed and used in accordance with the Scope of License purchased and paid for by You, and "Authorized Site" shall include an alternate Site as may be expressly permitted in accordance with the Scope of License purchased and paid for by You;
   • "Authorized User" means an individual who is at the relevant time (1) You, if you are an individual; (2) an individual employed by You whether on a full-time, part-time or temporary basis; (3) an individual independent contractor or an individual employed by an Entity that is an independent contractor but only while such individual is subject to a contractual arrangement to provide work product for You at an Authorized Site consisting of your place of business or a discrete project location controlled or supervised by You; or (4) in the case of an Educational Institution license, an individual instructor or registered student in good standing with You. "Authorized Users" means more than one Authorized User;
   • "Authorized Zone" means the Zone as identified in the invoice or order confirmation issued by Transoft to You and paid by You for a Zone License (or other License Type as the case may be that contemplates and authorizes use of the Software only within a specific Zone) which Zone shall be the specific Zone at which the Software may be installed, accessed and used in accordance with the Scope of License purchased and paid for by You;
   • "Central Server" means with respect to a Multi-Site License, a central, discrete data communication network system which includes the combination and interconnection of terminals, microprocessors and computers which are all owned or controlled by You and entirely located at the Central Site and otherwise operated, accessed and used in accordance with the Scope of License You have purchased;
   • "Central Site" means with respect to a Multi-Site License, a discrete, physical location identified by a civic address specified by You and approved by Transoft as the Central Site at which the Software shall be installed and maintained on a Central Server and otherwise accessed and used by Authorized Users at such Central Site and at other Authorized Sites in accordance with and subject to the Scope of License You have purchased;
   • "Computer Device" means a device that
     • contains or stores computer programs;
     • contains a hardware partition or blade;
     • performs logic and control functions, processes data, or performs other functions pursuant to computer programs, and
     includes, without limitation, (i) a personal desktop computer, portable computer, workstation, or similar device capable of running computer programs locally (in a physical or virtual operating system environment) or (ii) a device used to access a virtual desktop infrastructure ("VDI"). Computer Devices do not include any device designated as a service and not used as a personal computer, or any device that only employs an industry or task-specific software program other than the Software;
   • "Concurrent Users" means more than one Authorized Users within the Authorized Site or Authorized Zone licensed to access and use the Software concurrently at any one time within a specific Site or Zone;
   • "EMEA" means with reference to a Zone or Zone License, the countries or geographic regions listed under the heading "EMEA" in Part 3 of Schedule "B" of this Agreement comprising countries and areas within that part of the world that is commonly described or known as Europe, the Middle East and Africa (other than countries, regions or other geographic areas which are prohibited pursuant to the general prohibitions set out in Section 8 of this Agreement)
   • "Entity" means a corporation, partnership, joint venture, association, governmental authority, society or another legal entity that is not an individual;
   • "Geographic Region" means the country in which You have acquired the Software, unless the invoice or order confirmation issued by Transoft to You expressly specifies that, for the purposes of the Scope of License purchased by You, the Geographic Region means another geographic area and in that event, "Geographic Region" means the geographic area expressly set out in the invoice or order confirmation issued by Transoft to You;
   • "License Type" means one of the following:
     • "Single User" as described and defined in Schedule "A";
     • "Site License" as described and defined in Schedule "A";
     • "Multi-Site License" as described and defined in Schedule "A"
     • "Zone License" as described and defined in Schedule "A"
     • "Global License" means a license for use of the Software without specific geographic limitations as described and defined in Schedule "A" but subject always to the generally applicable prohibitions set out in section 8 of this Agreement
     • "Educational - Institution" as described and defined in Schedule "A"
     • "Evaluation License" as described and defined in Schedule "A"
     The License Type applicable to the Scope of License You have purchased is identified in the invoice or order confirmation issued by Transoft to You and paid by You;
   • "Module" means a component of the Software designed to perform and operate specific sub-tasks or functions of the Software such as but not limited to Airside, Landside, and Terminal, the rights to use one or more of which components of the Software as part of the use of the Software may be obtained by way of the license granted by Transoft to the Licensee upon payment to Transoft of the applicable license fee or fees and "Modules" refers to more than one Module;
   • "Portable Computer Device" means a relatively lightweight, compact and battery powered Computer Device designed to be portable, and primarily used by a single individual user at a time, such as a laptop computer, "smart phone", tablet, personal digital assistant (PDA) or other hand held or otherwise compact portable computing device but specifically excludes Site Servers, workstations, desktop computers, or terminals;
   • "Scope of License" means the terms and conditions governing the manner in which the Software may be used for the applicable License Type set out in the invoice or order confirmation issued by Transoft to You and paid for by You, as such terms and conditions for the applicable License Type are more particularly described in Schedule "A" of this Agreement;
   • "Site" means a discrete, single, physical location identified by a civic address or other identifiable, discrete, single, specific and limited geographic area at which the Software is intended to be installed, accessed and used and expressly set out in the invoice or order confirmation issued by Transoft to You (but subject always to the generally applicable prohibitions set out in section 8 of this Agreement);
   • "Site Server" means a single, discrete data communication network system which includes the combination and interconnection of terminals, microprocessors and computers owned or controlled by You and entirely located at a Site that is authorized for access and use of the Software by Authorized Users at the Site and otherwise accessed and used in accordance with the Scope of License You have purchased;
   • "Site Users" means Authorized Users who are authorized to access and use the Software at an Authorized Site in accordance with the Scope of License You have purchased;
   • "Software" means the accompanying licensed and supplied software program and all documentation;
   • "Transfer" means any transfer, sale, assignment, charge, mortgage, sublease, sub-license, loaning, renting, leasing, distributing, pledging, hypothecating, sharing of possession or use, parting with possession or use (whether or not of a temporary nature), or any other disposition of this Agreement, the Software or any interests therein or parts thereof, including without limitation a transfer by operation of law, gift, bequest, inheritance, or trust (whether express, implied, resulting or constructive), and in the case You are an Entity, the term "Transfer" also includes a transfer by sale, assignment, merger, amalgamation, issuance of shares, voting rights, units or any other legal or beneficial ownership interests in or in respect of You, so as to result in the control of You having changed from one person or group of persons to another person or group of persons;
   • "User Documentation" means any documentation (whether in electronic or printed form) provided to You by Transoft for the purposes of identifying the terms and conditions of access, use or operation of the Software, explaining or describing the Software, providing instructions as to the manner of permitted access or use of the Software, assisting Authorized Users with problems or corrections to the Software or otherwise intended to assist Authorized Users in the effective and permitted access, use and operation of the Software, and includes but is not limited to user guides, manuals, Help Menus and text, FAQ (frequently asked questions) files, license files, license specifications and details, or technical specifications which are included with the Software or packaging of the Software, which are supplied with or included in the Software or updated after delivery of the Software to You by Transoft or its authorized reseller, or set out in an invoice or order confirmation issued to You by Transoft and whether such documentation is delivered personally or by mail, email (including electronically scanned or imaged documents) facsimile transmission or other delivery method; and
   • "You" means the Entity identified on the first page of this Agreement as the licensee that has acquired the license to use the Software in accordance with the terms and conditions of this Agreement and the invoice or order confirmation issued by Transoft to such Entity with respect to the Software;
   • "Zone" means the Geographic Region or other geographic area, which may comprise one or more countries, sovereign states, regions or other identified geographic areas, expressly set out in the invoice or order confirmation issued by Transoft to You in respect of the license granted to You for use of the Software and may include a large geographic area, which comprises one or more continents, groups of countries, or regions including but not limited to one or more Geographic Regions described and defined in Schedule "A" and expressly set out in the invoice or order confirmation issued by Transoft to You (but subject always to the generally applicable prohibitions set out in section 8 of this Agreement);). If the invoice or order confirmation issued by Transoft to You does not expressly set out or describe a Zone that applies for the license issued to You for use of the Software then for purposes of the license issued to You, "Zone" means the country or sovereign state in which You have acquired the Software;
   • "Zone Server" means a data communication network system which includes the combination and interconnection of terminals, microprocessors and computers owned or controlled by You and entirely located within a Zone that is authorized for access and use of the Software by Authorized Users within the Zone and otherwise accessed and used in accordance with the Scope of License You have purchased;
   • "Zone Users" means Authorized Users who are authorized to access and use the Software within an Authorized Zone in accordance with the Scope of License You have purchased;
3. SOFTWARE LICENSE: Regardless of the License Type purchased and paid for by You, as indicated on the invoice or order confirmation issued by Transoft to You, the following terms and conditions will apply to You and to any access to or use of the Software by You, any Authorized Users or other persons claiming by or through You:
   • Subject to and conditional upon You paying all applicable license fees and other charges applicable to the License Type You have purchased and You complying at all times with the terms and conditions of this License Agreement applicable to the License Type You have purchased, Transoft grants You a non-exclusive, non-transferable, non-assignable, limited license to use, access and activate the Software only in the Zone in respect of which You have acquired the Software, in accordance with the Scope of License that You have purchased. You must also comply with all domestic and international export laws and regulations that apply to the Software, which include restrictions on destinations, end users and end use. If You breach any of these limitations or restrictions, the license grant will automatically and immediately terminate and any rights for You, any Authorized Users or other persons claiming by or through You to access or use the Software end.
   • The Software is owned or licensed by Transoft and is protected by international copyright laws, Canadian copyright law, U.S. copyright law, other intellectual property laws and international treaty provisions. No part of the Software may be copied onto electronic or magnetic media or any other machine-readable form except for temporary usage and storage on the licensed computer or Site Server as the case may be (including back-up or archival purposes) permitted pursuant to this Agreement. Images or information (other than your own direct work product or direct results of use of the Software) retrieved from the Software, whether printed, transcribed, photocopied, scanned, imaged, or downloaded cannot be resold, reproduced or redistributed in whole or in part. Transoft shall retain the full and exclusive right to market, sell, distribute and license all or any portion of the Software (including any derivative, enhancement, adaptation, or modification thereto or any variant thereof) to third parties and absolutely no license is granted to You to market, sell, transfer, distribute or license all or any portion of the Software (including any derivative, enhancement, adaptation, or modification thereto or any variant thereof) to third parties.
   • Any usage of the Software outside the Scope of the License that You have purchased constitutes an infringement of Transoft's intellectual property rights (including but not limited to Transoft's rights arising pursuant to applicable copyright or other intellectual property laws) as well as a material breach of this Agreement.
   • The description of each License Type in Schedule "A" of this Agreement defines the scope of rights that Transoft grants to You for the Scope of License You have purchased. The license rights for access to or use of the Software by You, any Authorized Users or other persons claiming by or through You are determined by the Scope of the License that You have purchased as described in Schedule "A" and are also subject to the provisions of this Section 3 and the other provisions of this Agreement.
   • The Software is licensed and not sold to You. Any rights for You, any Authorized Users or other persons claiming by or through You to access or use the Software are determined solely by the terms of this Agreement and the License Type acquired by You pursuant to this Agreement. All other rights, interests and title in and to the Software and expressly reserved by and remain with Transoft (including all intellectual property rights).
4. LICENSE TYPE AND SCOPE OF LICENSE. The provisions applying to each License Type are as set out in Schedule "A" of this Agreement.
5. OTHER TERMS
   • Libraries.
     • Except images which are identified by Transoft as open-source images (the use of which is governed by the applicable license terms available from the open-sourced images providers), Transoft is the owner of the files or images in the libraries, including but not limited to files or images of vehicles, aircraft, buildings, or building components, facilities, or systems, passenger boarding bridges, baggage or cargo handling systems, people mover systems, security systems or facilities, or other equipment, components, systems or facilities, contained within or included with the Software (the "Libraries").
     • The Libraries are contained within or included with the Software only for the operation of the Software and in conjunction with the use of the Software. You may not copy, move, activate, use, transfer, or allow any images management tool or software application to copy, move, activate, transfer or use the Libraries in or with any software application, program, software routine or file other than the Software.
     • Open Sourced images. Some images or files distributed by Transoft may be open-source images or files and identified as such. Use of these open-source images or files is governed by the applicable license terms available from the open-sourced images or file providers.
   • Consent to Use of Data
     • You agree that Transoft may collect and use technical data and related information, including but not limited to technical information about your use of the Software, your Computer Device, system, network and application software, and peripherals, that is gathered periodically to facilitate the provision of products, software updates, upgrades, fixes, product support services and other services to You (if any) related to the Software. Transoft may use this information, as long as it is in a form that does not personally identify You, to improve its products, services and technologies or to provide or offer products, services or technologies to You.
   • Online Services
     • The Software may rely upon or facilitate your access to websites maintained by Transoft or its affiliates or third parties offering products, information, software and services ("Online Services"). Your access to and use of any website or online services is governed by the terms, conditions, disclaimers and notices found on such site or otherwise associated with any such products, information, software or services. Transoft may, at any time, for any reason, modify or discontinue the availability of any website and Online Services. Transoft does not control, endorse, or accept responsibility for websites or Online Services offered by third parties. Any dealings between You and any third party in connection with a website or Online Services, including delivery of and payment for goods and services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Except as expressly agreed by Transoft or its affiliates or a third party in a separate agreement, your use of websites and Online Services is at your own risk and under the limited warranty, disclaimer and liability limitations set out in section 9.
   • Updates
     • If your Software is an upgrade or update to a previous version of Transoft software, you must possess a valid license to such previous version in order to install, access or use such upgrade or update. After you install such update or upgrade, you may continue to use any such previous version in accordance with its end-user license agreement only if (a) the upgrade or update and all previous versions are installed on the same device, (b) the previous versions or copies thereof are not transferred to another party or device unless all copies of the update or upgrade are also transferred to such party or device, and (c) you acknowledge that any obligation Transoft may have to support the previous version(s) may be ended upon the availability of the upgrade or update. No other use of the previous version(s) is permitted after installation of an update or upgrade. Upgrades and updates may be licensed to you by Transoft with additional or different terms.
   • U.S. Government End-Users
     • For purposes of acquisitions by the government of the United States of America, including any division, branch, department, agency, commission, office, unit, or other constituent part of such government which is subject to the provisions of the U.S. Federal Acquisitions Regulation as amended or replaced from time to time (the "U.S. Government"), the Software is commercial computer software as defined in U.S. Federal Acquisitions Regulation ("FAR") Section 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 "Commercial Computer Software - Restricted Rights" and in U.S. Defense Federal Acquisitions Regulation Section 227.7202, "Rights in Commercial Computer Software or Commercial Computer software Documentation," as applicable, and any successor regulations. Any use, modification, reproduction, release, performance, display, or disclosure of the Software by the U.S. Government must be in accordance with the license rights and restrictions described in these terms.
   • Use in a Virtualized Environment
     • If You use virtualization software to create one or more virtual computers on a single computer hardware system, each virtual computer, and the physical computer, is considered a separate Computer Device for the purposes of this Agreement. If You wish to use the Software on more than one Computer Device, you must obtain separate copies of the Software and obtain a separate license for each copy. You acknowledge and understand that content protected by digital rights management technology or other encryption technology may be less secure in a virtualized environment.
6. LICENSE TERM AND TERMINATION. Subject to the terms and conditions of this Agreement, the license to use the Software may continue until terminated (for example as a result of the expiry of a designated license term or by the exercise of termination rights pursuant to this Agreement or otherwise at law), unless the Software qualifies as an Evaluation License, or Educational-Institution License, or is designated as a fixed-term license, a limited duration license or a rental or subscription license. In such cases, the term of the license (the "Designated Term") shall be the term identified by Transoft in the invoice or order confirmation issued to by Transoft to You, identified in applicable User Documentation or the term for which You have paid, whichever is less. If Transoft identifies the Software as licensed for a fixed term, limited duration or rental and does not specify a term, then the Designated Term shall expire ninety (90) days after the date You first Install the Software. Use of this Software beyond the applicable license term, or any attempt to defeat the time-control disabling function in the Software is an unauthorized use and constitutes a material violation and breach of this Agreement and intellectual property laws and an infringement of Transoft's rights. If you breach the terms and conditions of this Agreement, Transoft may terminate this Agreement and any license rights You may have with respect to the Software pursuant to this Agreement without prejudicing any of other rights or remedies available to Transoft. Transoft may also terminate this Agreement immediately in accordance with subsections 3(a) or 8(b). In any event you must destroy and remove all copies of the Software from any Site Server or other Computer Devices. Sections 5 and 6, subsections 3(b), (c), (d), subsections 9(b) and (c) and section 1(a)(5) of Schedule "A" specifically survive termination.
7. PRIVACY. The Software uses features such as Internet Protocols which send to Transoft computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the Software you are using, and the language code of the computer where you installed the Software. Transoft uses this information to enhance the Software and its related updates and for the purposes described in section 5(b) (Use of Data) above. You agree that Transoft may disclose to prospective or existing customers of Transoft that You have licensed the Software from Transoft.
8. PROHIBITIONS. In addition to any other provisions of this Agreement,
   • You must not, and must not permit others to:
     • make any copies of the Software for use except as expressly permitted in this Agreement;
     • reverse engineer, decompile, or disassemble all or any portion of the Software or transmit or distribute all or any portion of the Software;
     • access or use the Software after the expiration or termination of this License Agreement without the express written permission of Transoft; or
     • use hardware or software to multiplex or pool connections, or otherwise allow multiple users or multiple computers or devices to access or use the Software indirectly through a licensed Computer Device.
   • You agree that upon reasonable notice, Transoft or its authorized representatives or agents shall have the right during regular business hours to inspect the place and manner in which You install and use the Software. In this regard, Transoft may, at its option, conduct an inspection either in person at the Site (or other place where the Software is installed) or conduct an inspection remotely through electronic means. If Transoft determines at any time that You have accessed, used or installed the Software in a manner that violates this Agreement or Transoft's rights, then in addition to and without in any manner waiving or prejudicing any other right or remedy available to Transoft (whether under statutory, legal, equitable or other provisions or principles), Transoft may immediately terminate this Agreement. In addition to any damages or other claims or remedies otherwise available to Transoft and in spite of termination of this Agreement, You must pay to Transoft any unpaid license fee amounts plus Transoft's reasonable out-of-pocket costs in performing the inspection.
   • You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by international export laws, restrictions or regulations, including but not limited to the United States Export Administration Act or any other United States (collectively, the "Export Laws"). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
   • You may not rent, lease, sell, sublicense, assign or transfer the Software or your rights in the Software, or authorize any portion of the software to be copied onto another individual or Entity's Computer Device except as may be permitted in this Agreement. You may, however, permanently transfer all your rights to use the Software to another individual or Entity provided that: (a) you also transfer (i) this agreement, (ii) the serial number(s), the Software and all other Software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and (iii) all copies of font software converted to other formats to such individual or Entity; (b) you retain no upgrades, updates or copies including backups and copies stored on a computer and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions under which you purchased a valid license to the Software. Notwithstanding the foregoing, you may not transfer any Educational-Institution License Type. Prior to a transfer, Transoft may require that you and the receiving party confirm in writing your compliance with this Agreement, provide Transoft with information about yourselves, and register as end-users of the Software.
9. LIMITED WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY
   • Limited Warranty
     • Transoft warrants that the Software will perform substantially in accordance with the accompanying written material. This warranty applies for a period of thirty (30) days from the date You receive the Software. If the Software does not perform substantially in accordance with the accompanying written material, You may within such 30 day period return the Software together with the accompanying material and proof of purchase (at your expense) to Transoft for replacement or a full refund of the amounts You paid for the Software (in the currency You used to purchase the applicable License Type). This limited warranty is void if failure of the Software has resulted from abuse, accident, or misapplication on the part of You, any Authorized Users or others for whom You are responsible. If Transoft elects to provide a refund rather than replacement then as a condition of the refund to You, You must permanently uninstall and otherwise delete any set up files or copies of the Software, or any parts thereof, from any Computer Devices or any storage media on which You have installed or saved (or permitted to be installed or saved) any set up files or copies of the Software, or any parts thereof, and return satisfactory proof of deletion and all documentation to Transoft.
     • The above limited warranty is not restricted to any territory and does not affect any statutory rights you may have from your reseller or from Transoft if you acquired the Software directly from Transoft. If you acquired the Software or any support services in Australia, New Zealand or Malaysia, you may have the benefit of certain rights and remedies by reason of the Trade Practices Act and similar state and territory laws in Australia, the Consumer Guarantees Act in New Zealand and the Consumer Protection Act in Malaysia in respect of which liability cannot lawfully be modified or excluded. If you acquired Software in New Zealand for the purposes of a business, you confirm that the Consumer Guarantees Act does not apply. If you acquired the Software in Australia and if Transoft breaches a condition or warranty implied under any law which cannot lawfully be modified or excluded by this agreement then, to the extent permitted by law, Transoft's liability is limited, at Transoft's option, to (i) in the case of the Software: (a) repairing or replacing the Software; or (b) the cost of such repair or replacement; and (ii) in the case of support services: (a) re-supply of the services; or (b) the cost of having the services supplied again.
   • Disclaimer
     • YOU ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE LIMITED WARRANTY AS SET OUT IN SUBSECTION 9(a)(1), TRANSOFT MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESSED, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE WHETHER AS TO THE ACCURACY, RELIABILITY, SUITABILITY, FUNCTION, OR RESULTS DERIVED FROM THE SOFTWARE OR OTHERWISE WHATSOEVER AND TRANSOFT SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Neither the Software nor anything contained in the User Documentation or other accompanying written materials shall constitute or expand any warranty or guarantee other than the warranty set out in subsection 9(a)(1).
   • Limitation of Liability
     • In no event shall Transoft or its affiliated companies, directors, employees, and contractors (its "Representatives") be liable for any indirect, special, incidental, economic or consequential damages or any damages arising from use or inability to use the Software by You, any Authorized Users or others claiming by or through You or for any loss or damage whether caused or alleged to be caused, directly or indirectly, by the Software, the User Documentation, or any program or other materials, regardless of the nature of the claim, including, but not limited to, any interruption of service, loss or interruption of business or anticipated profits, lost savings, costs of delay, damages related to or arising from loss or corruption of data, documentation or information, any liabilities to third parties arising from any cause, or any other incidental, special, punitive or consequential damages resulting from the access to, use or operation of this Software or the inability to use or operate the Software, even if caused by the negligence of Transoft or its Representatives and even if Transoft had the knowledge or notice of the possibility of such liability, loss, or damage. All computer program results require professional interpretation and Transoft makes no warranty for results obtained by using the Software. Any liability of Transoft or its Representatives is limited exclusively to product replacement of the Software and accompanying material or refund of the amount paid (at the option of Transoft) in accordance with Section 9(a)(1). If, despite the foregoing limitations, for any reason Transoft or its Representatives become liable to You for any damages incurred in connection with the Software, the User Documentation, this Agreement or otherwise, then, the aggregate liability of Transoft and its Representatives for any and all damages, injury and liability shall be limited to an amount equal to the amount actually paid (in the currency used to purchase) by You for the Software.
     • The Software is not designed nor intended for use or resale as any part of a control system in environments requiring error-free performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage. Accordingly, Transoft and its Representatives specifically disclaim any express or implied warranty of fitness for use in any such environments requiring error-free performance.
     • In no event shall the liability of Transoft or its Representatives exceed the amount paid by You (in the currency used to purchase) for the Software.
     • Notwithstanding any other provision in this Agreement to the contrary, the license fee amount paid by You in respect of the Software does not include any consideration for assumption by Transoft of the risk of indirect, consequential or incidental damages which may arise in connection with the use or operation of, (or inability to use or operate) the Software by You or the results of the use of the Software or any accompanying documentation or materials. The essential purpose of this provision is to limit Transoft's potential liability arising out of this Agreement.
     • You acknowledge that the limitations set forth in this Section 9 are integral to the license fee amount charged to You in connection with the Software and that if Transoft were to assume any further liability other than as set forth herein, the license fee or other amounts charged to You would of necessity be set substantially higher. Transoft's pricing reflects this allocation of risk and the limitation of liability specified herein and You acknowledge and agree that the provisions of this Agreement represent a fair and reasonable allocation of the risks between Transoft and You.
     • Some jurisdictions restrict or do not allow the exclusion or limitation of implied warranties or the limitation of remedies or recovery of incidental or consequential damages, and to the extent of such limitations the foregoing disclaimer and limitations may not apply and other remedies may be available to you under certain laws. Nothing in this Agreement is intended nor meant to violate any statutory rights that individual consumers may have pursuant to local laws.
10. GENERAL.
    • The applicable law governing all claims or disputes under this agreement, including breach of contract claims and claims under state consumer protection laws, unfair competition laws, implied warranty laws, unjust enrichment and in tort is as follows:
      • If You reside in the United States of America, the applicable law governing this agreement is the law of the State of California.
      • If You reside in a country that is a member state of the European Union or elsewhere within EMEA, the applicable law governing this Agreement is the law of The Netherlands.
      • If You reside in Australia or New Zealand or elsewhere within APAC, the applicable law governing this Agreement is the law of Australia.
      • If You reside in any state or country not mentioned in paragraphs (1) to (3) above, the applicable law governing this agreement is the law of the Province of British Columbia and the laws of Canada applicable therein.
      This agreement describes certain legal rights. You may have other rights, including consumer rights, under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the Software. This agreement does not change those other rights if the laws of your state or country do not permit it to do so.
    • If you purchased this product in Canada, you agree to the following: This Agreement is drawn in English at the request of the parties hereto. La présente convention est rédigée en anglais à la demande des parties.
    • In the event of any conflict between the English language version and any other language version of this Agreement, the English language version shall prevail.
    • To the maximum extent permitted by applicable law, You agree with Transoft that the provisions of the United Nations Convention on Contracts for the International Sale of Goods, as amended or replaced, or as it may have been or hereafter may be in effect in any jurisdiction shall not apply to this Agreement.
    • If and to the extent any provision of this Agreement is held to be illegal, invalid, or unenforceable in whole or in part under applicable law, then such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is held to be illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability in that jurisdiction but 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 expressed in this Agreement. The illegality, invalidity, or unenforceability of any such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement or in any other jurisdiction.
    • This Agreement and the accompanying User Documentation constitute the entire agreement between You and Transoft for the use of the Software by You and supersede any other previous or contemporaneous communications, agreements and representations with respect to the Software (including any advertising or other promotional material).
    • Except as otherwise expressly authorized or published by Transoft, any modifications to this Agreement shall be invalid and ineffective unless made in writing and duly signed or otherwise expressly approved by Transoft.

SCHEDULE "A"

LICENSE TYPES

1. LICENSE TYPE AND SCOPE OF LICENSE.
   • All License Types. The following provisions apply to each License Type:
     • Unless (A) otherwise expressly identified in the invoice or order confirmation issued by Transoft to You and paid by You or (B) Transoft expressly specifies in writing or agrees otherwise in the User Documentation, all Software shall be governed solely by a Single User License Type. If you are uncertain about the Scope of License, the number of permitted users or have other inquiries, kindly contact Transoft or see the licensing tab in the program settings of the Software.
     • You are permitted to make one copy of the Software for back-up or archival purposes only;
     • Unless Transoft expressly specifies in writing or agrees otherwise in the User Documentation, You are permitted to use, access and activate a copy of the Software only in the Zone in which You have acquired the Software;
     • The Software may be used for internal business needs of You but must not be rented, leased, shared or made available for access or use by anyone other than Authorized Users which access and use shall be subject to and otherwise strictly in accordance with the Scope of License that You have purchased.
     • Except as otherwise expressly permitted pursuant to the Scope of License You have purchased, no Transfer is permitted and You are not permitted to make, grant, execute, enter into, consent to, or allow any Transfer without the prior express written consent of Transoft. If any Transfer occurs in breach of this Agreement, Transoft shall have the right to terminate any rights for use of the Software and any other rights granted to You pursuant to this Agreement immediately on notice to You. Notwithstanding termination of any rights to use the Software or termination of any other rights granted to You pursuant to this Agreement, You remain obligated to perform and comply with all terms and conditions of this Agreement.
   • Single User License. If you have purchased and paid for a "Single User" License Type or if the invoice or order confirmation issued to You by Transoft does not identify the Software by any other License Type then in addition to the rights and obligations set out in Section 1(a) of this Schedule "A":
     • Transoft grants You the non-exclusive., non-transferable, non-assignable and limited right to install, access and use one copy of the Software for one Authorized User on a single Computer Device only, which Computer Device must not be connected to a network in a manner that allows anyone other than one Authorized User to access or use a copy of the Software at any time.
     • You are not permitted to install or operate the Software on a server, on a network or on more than one Computer Device any time. You may transfer the Software to another Computer Device owned by You provided that You permanently uninstall and otherwise delete the setup files from the original Computer Device, and the original delivery medium containing the Software, all copyrights notices and a copy of this Agreement are transferred to that other Computer Device and You otherwise comply with all other terms and conditions of this Agreement.
     • You must put in place mechanisms to allow only one Authorized User to access or use a copy of the Software at any time and restrict access only as expressly permitted pursuant to this License Agreement so that no more than one Authorized User may access or use a copy of the Software at any time.
   • Site License. If you purchased and paid for a Single Site License, then in addition to the rights and obligations set out in Section 1 (a) of this Schedule "A":
     • Transoft grants You the non-exclusive, non-transferable, non-assignable and limited right to install the Software on a single Site Server for access and use by the Site Users at a single Authorized Site as identified in the invoice or order confirmation issued to You by Transoft.
     • You are not permitted to install or operate the Software on more than one Site Server or any other computer system at any time nor to permit the Software to be accessed or used remotely at any Site or other location other than the Authorized Site except as expressly permitted by this License Agreement.
     • You may transfer the Software to another Site owned by You (which will then become the Authorized Site) provided that (A) You notify Transoft of the civic address of the new Authorized Site; (B) You permanently uninstall and otherwise delete the setup files from the original installation at the original Site, (C) that the original delivery medium containing the Software, all copyright notices and a copy of this Agreement are transferred to and used exclusively on a Site Server located at that other Site and (D) that at no time is the Software used or installed on more than one Site Server or at more than one Authorized Site at any one time.
     • Only Site Users may operate the Software at any one time. If the number of terminals connected at any time to the Site Server is greater than the number of Site Users then You must put in place mechanisms to restrict the number of terminals that have access to the Software to a number that is no more than the number of Site Users and otherwise restrict access only as expressly permitted pursuant to this License Agreement and the Scope of License You have purchased or You must immediately arrange and pay Transoft for license rights to include additional Site Users in accordance with Transoft's then current licensing and payment terms.
     • A Site License does not permit access to or use of the Software via a wide area network, whether via external telephone communications, cable connections, wireless communications or otherwise. A Site License does permit access via cable connections or wireless network connections provided that access is restricted to the number of Site Users while located within a geographic proximity to the Authorized Site which is no more than 5 kilometers or the equivalent distance calculated in miles.
   • Multi-Site License. If you purchased and paid for a "Multi-Site License", then in addition to the rights and obligations set out in Section 1(a) of this Schedule:
     • You may install one (1) copy of the Software on one (1)Central Server located at the Central Site identified in the invoice or order confirmation issued to You by Transoft and
     • at each Authorized Site You may permit an Authorized Number of Site Users to access and use via the Central Server the Software as identified in the invoice or order confirmation issued to You by Transoft.
     • The Software may be accessed by Portable Computer Devices (by obtaining access and use authorization through the Software by means of a procedure that the Software describes as checking out a concurrent seat) provided that no more than the Authorized Number may operate the Software at any one time. If the number of terminals plus the number of Portable Computer Devices is greater than the Authorized Number, then You must put in place mechanisms to restrict access to the Software so that the number of terminals have access to the software does not exceed the Authorized Group. You must otherwise restrict access and use in order to comply with this License Agreement and the Scope of License You have purchased
   • Zone License. If you purchased and paid for a "Zone License", then in addition to the rights and obligations set out in Section 5(a) of this Schedule "A":
     • You may install one (1) copy of the Software on one or more Zone Servers located within the Zone identified in the invoice or order confirmation issued to You by Transoft.
     • Within the Authorized Zone You may permit the Authorized Users to access and use via a Zone Server the Software as identified in the invoice or order confirmation issued to You by Transoft.
     • The Software may be accessed by Portable Computer Devices (by obtaining access and use authorization through the Software by means of a procedure that the Software describes as checking out a concurrent seat) provided that no more than the total number of Zone Users may operate the Software at any one time. If the number of terminals plus the number of Portable Computer Devices is greater than the total number of Zone Users, then You must put in place mechanisms to restrict access to the Software so that the number of terminals have access to the software does not exceed the total number of Zone Users or You must immediately arrange and pay Transoft for license rights to include additional Zone Users in accordance with Transoft's then current licensing and payment terms. You must otherwise restrict access and use in order to comply with this License Agreement and the Scope of License You have purchased.
   • Global License. If you purchased and paid for a "Global License", then in addition to the rights and obligations set out in Section 1(a) of this Schedule "A":
     • You may exercise the same rights and be subject to the same obligations as are applicable for Zone License except that the meaning of "Zone" shall be worldwide without geographic restrictions (other than as provided in the generally applicable prohibitions set out in Section 8 of this License Agreement).
   • Educational - Institution. If You purchased and paid for an Educational-Institution License then in addition to the rights and obligations set out in Section 1 (a) of this Schedule "A" and subject to the limitations set out in this Section 1(g):
     • You may exercise the same rights and be subject to the same obligations as are applicable for a Site License, except as provided in this Section 1(g) of this Schedule "A".
     • The Software shall be installed, accessed, or used only for educational and instructional purposes and for no other purpose whatsoever. For greater certainty, an Educational - Institution License Type does not permit You, any Authorized Users or others claiming by or through You to access or use the Software for any commercial, resale, or for-profit purposes.
     • The term of license for permitted access and use of the Software by You and the Site Users shall be limited to a term of one (1) year from the date of delivery of the Software to You unless this license is renewed in accordance with Transoft's then current policies for Educational -Institution Licenses or Transoft otherwise expressly agrees in writing with You.
   • Evaluation License. If Transoft identifies the Software as an Evaluation License Type in the order confirmation issued to You by Transoft or otherwise in applicable User Documentation, then in addition to the rights and obligations set out in Section 5 1(a) of this Schedule "A" and subject to the limitations set out in this Section 1(h):
     • You may temporarily exercise the same rights and be subject to the same obligations as are applicable for a Site License, except as restricted or otherwise provided in this Section 1(h) of this Schedule "A";
     • You may install and access one copy of the Software only for the purpose of your own internal temporary testing, evaluation and demonstration and access or use of the Software by You is restricted to these limited purposes. For greater certainty, You are not permitted to access or use the Software to perform work or services for any other person nor for any other commercial, professional, resale or other for-profit purpose;
     • The Software may only be installed, used and accessed for a maximum seven (7) day evaluation period calculated from the date the Software is delivered to You, unless otherwise specified or agreed by Transoft in writing;
     • The maximum number of Authorized Users will be 2 (unless otherwise expressly provided for in an invoice or order confirmation issued to You by Transoft).

SCHEDULE "B"

• And the Territories of France known as French Polynesia and New Caledonia
• * North Korea is currently prohibited and is not included within APAC or any other Zone
• Without limiting the generally applicable prohibitions set out in Section 8 of this License Agreement the following countries are excluded from APAC for purposes of this License: North Korea
• And no rights are granted for use of the Software in these excluded countries

• But "EMEA" expressly excludes any of the dependent territories that are included in the list of countries, territories or geographic areas included within "Americas" set out in Part 1 of this Schedule "B" and the territories of France known as French Polynesia and New Caledonia included within "APAC" set out in Part 2 of this Schedule "B"
• Without limiting the generally applicable prohibitions set out in Section 8 of this License Agreement the following countries, territories or geographic areas are excluded from EMEA or any other Zone for purposes of this License: Iraq, Libya, Somalia, Sudan, Syria, Yemen and no rights are granted for use of the Software in these excluded countries, territories or geographic areas.