SOFTWARE LICENSE AGREEMENT FOR VIRTUAL PROCESS READ THESE TERMS CAREFULY BEFORE USING THE SERVICES DESCRIBED BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES. YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" AND YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS. This Software License Agreement for Virtual Process (this "License Agreement") is entered into between you (the "Licensee") and Virtual Process ("VP"), a corporation organized and existing under the laws of Quebec and with a principal place of business at 1060 Cure Labelle suite 203, Blainville, Quebec J7C 2M6. Execution of this License Agreement by Licensee and VP and Licensee's use of the services signifies Licensee's agreement to the terms and conditions of use set forth in this License Agreement. VP has developed proprietary software ("Software") that provides a unified facilitates and manages the creation and enterprise processes. The Software includes a software product marketed by VP under the trademark VIRTUAL PROCESS™ which is operated on VPowned servers. In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Business Terms 1.0 Fees. Licensee shall pay the Usage Fees on a pay-per-use process basis for the use of the Process Player, Process Builder and the Reporting Tool. All fees are detailed in the pricing section entitled “Prices” found on the VP website which content is incorporated to this agreement by reference and which shall form an integral part hereof. The Licensee has taken cognizance of the fees and agrees with same. All fees and pricing are subject to change at the discretion of VP. 2.0 Billing Period. Net amounts owed by Licensee to VP will be invoiced by VP as soon as practical after the end of each month. All invoices issued to Licensee are payable in Canadian dollars and due upon receipt unless Licensee has applied for and been extended credit terms. 3.0 Transactions in Canadian Dollars. All revenues shall be accounted for in Canadian dollars. Foreign currencies shall be converted into Canadian dollars based upon the exchange rates used by credit card merchant services provider of VP. 4.0 Internet Access. Licensee is responsible for acquiring, installing and maintaining high speed (DSL, DSL-equivalent or higher speed) Internet access to all computers using the Software through the Internet Service Provider ("ISP") of its choice. VP is not responsible for any acts or omissions of or goods or services provided by the ISP, telephone company or any other third-party service provider. General Terms and Conditions 5.0 Grant of License. VP hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive license ("License") to use the Software to provide a unified method for creating, managing and running processes in a business environment. VP may, from time to time, at its sole option, download updates and enhancements to the Software. 6.0 License Restrictions. Licensee shall have no right to sublicense the License, to use the Software for any purpose not expressly permitted by this License Agreement, or to the source code for the Software. No transfer of title to the Software is affected by this License. VP shall retain sole and exclusive title to the Software and all modifications, derivative works, and intellectual property rights associated therewith. Except as specifically set forth herein, the License granted herein shall not be construed as a right or license to any other proprietary information, trademarks, trade secrets, or patents owned or licensed by VP. The License shall cease and terminate immediately upon termination of this License Agreement for any reason. Licensee shall not copy, modify, install, distribute, reverse engineer, disassemble, reverse compile, or otherwise make any translation, adaptation, arrangement or any other alteration of the Software (electronically or otherwise) for any reason whatsoever. 7.0 Term of License and License Agreement. Your agreement to use the Software under the terms in the License shall begin upon acceptance of these Terms and Conditions, completion of the registration process and the issuance by VP of account-related information. Licensee may terminate this License Agreement upon written notice. Deactivation may take up to thirty (30) days during which all outstanding charges accrued prior to deactivation will be invoiced. 8.0 Governmental Approval or Taxation. Licensee shall, at its own expense, promptly obtain any governmental permits, registrations, licenses, assessments, approvals or authorizations which may be required to enable Licensee to utilize the Software and for this License Agreement to become effective and operative. Licensee shall bear the costs of all taxes, fines, penalties and other payments imposed by any governmental authority as a result of the existence or operation of this License Agreement or use of the Software. Licensee shall be solely responsible for all state, provincial, local or federal taxes, however designated, levied or based on any charges hereunder or on this Agreement or any products procured for Licensee hereunder, including but not limited to state, provincial and local privilege and excise taxes based on gross revenue, and any sales taxes or amounts in lieu thereof, paid or payable by VP in respect of the foregoing. Licensee shall pay any such taxes to VP or to any governmental agency, as directed by VP. Licensee hereby indemnifies and holds VP harmless from and against the payment of any and all sales or similar taxes, including any penalties or interest thereon. VP will inform Licensee of any audit by any governmental authority regarding such taxes, will allow Licensee to control any challenge to, settlement of or payment of any amounts deemed payable by such government authority as a result of such audit or inquiry, and will cooperate with all reasonable requests by Licensee for VP to assist in challenging, settling and paying such amounts. Licensee's obligations pursuant to this Section 9.0 shall survive any termination or expiration of this Agreement. 9.0 Confidential Information. "Confidential Information" shall mean all knowledge and information disclosed, directly or indirectly, by either party pursuant to this License Agreement. Confidential Information includes the Software and processes. All Confidential Information is acknowledged confidential and proprietary to the originating party. Both parties shall take all reasonable steps to safeguard the secrecy and confidentiality of such information, and shall not disclose any of such information to any person or party whatsoever, other than to responsible employees of the party to whom it is essential to disclose such information solely for a purpose contemplated by this License Agreement, and in such cases only under written conditions of strict confidentiality. Except as provided in this License Agreement, from and after the date hereof, neither Licensee, VP, their agents, representatives, nor employees, shall disclose or use any Confidential Information, nor shall Licensee, VP, their agents, representatives, nor employees make, use, offer for sale, or sell any products or services containing, or derived from such Confidential Information. Licensee and VP shall be responsible and liable for any breach of this License Agreement by their agents, representatives, or employees. The terms and contents of this License Agreement are confidential. These obligations do not apply to Confidential Information which, as shown by reasonably documented proof, was either in the other's possession prior to receipt thereof from the disclosure or was received by one party in good faith from a third party not subject to a confidential obligation to the other party; or, now is or later becomes publicly known through no breach of confidential obligation by the receiving party; or, was developed by the receiving party without the developing person(s) having access to any of the Confidential Information received from the other party. 10.0 Indemnification of VP. Except as otherwise provided herein, Licensee, for itself and its successors and assigns, shall defend, indemnify and hold VP and its corporate affiliates and their respective officers, directors, stockholders, employees, agents, successors and assigns harmless from and against, and shall promptly reimburse them for, any and all losses, claims, damages, settlements, costs, and liabilities of any nature whatsoever (including reasonable attorneys' fees) to which any of them may become subject arising out of, based upon, as a result of, or in any way connected with, the operations of or performance by Licensee under this License Agreement or any breach by Licensee of this License Agreement. 11.0 Disclaimer and Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VP DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE TRANSACTIONS, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. IN NO EVENT WILL VP BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS, LOST SAVINGS, LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA, PUNITIVE, EXEMPLARY, AGGRAVATED OR ECONOMIC DAMAGES, ARISING OUT OF THE PRODUCTS OR SERVICES PROVIDED BY VP OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF VP OR ANY OF THEIR LAWFUL AGENTS, CONTRACTORS, OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. IN NO CASE WILL VP’S TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) BE FOR MORE THAN THE AMOUNT PAID BY LICENSEE UNDER THIS AGREEMENT FOR THE SPECIFIC PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES. IN NO EVENT WILL VP BE LIABLE TO LICENSEE FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, DAMAGES ARISING AS A RESULT OF: TRANSMISSION ERRORS OR PROBLEMS, TELECOMMUNICATIONS SERVICE PROVIDERS, VP’S CONTRACTORS, THE INTERNET BACKBONE, THIRD-PARTY SUPPLIER OF PRODUCTS OR SERVICES, DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS, OR OTHER EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY. FOR THE PURPOSES OF THIS SECTION, VP SHALL INCLUDE THE VP’S AFFILIATES AND VP’S AND ITS AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS. 12.0 Modifications to Software. Correction of difficulties or defects traceable to Licensee's errors or Software change shall be billed to Licensee in accordance with the rates listed in Section 1.0. 13.0 Default. Licensee shall be in default under this License Agreement upon the occurrence of any of the following events: (i) Breaches any of its obligations under this License Agreement (ii) Makes a general assignment for the benefit of creditors, suspends all or substantially all of its business operations, or commits any act amounting to business failure; or, (iii) Bankruptcy, reorganization, liquidation, receivership, or other similar proceedings are instituted by or against Licensee and not fully discharged within thirty (30) days. 14.0 Rights Upon Default. Upon the occurrence of a default, this License Agreement may be terminated immediately at the sole discretion of VP upon written notice to Licensee. 15.0 No Liability. The exercise of VP’s right of termination shall not impose any liability upon VP by reason of such termination, nor have the effect of waiving any damages to which VP might otherwise be entitled. 16.0 Collection of Money Due. Termination of this License Agreement shall in no manner interfere with, affect or prevent the collection by VP of any and all sums of money owed prior to such termination. Subject to the conditions stated in this Section 16.0, upon termination of this License Agreement for any reason, all amounts owed but not yet due shall become immediately due and payable. 17.0 Warranties. Each party represents and warrants that it has the right, power and authority to enter into this License Agreement and to meet the obligations herein imposed on it, and neither the execution of this License Agreement nor its consummation will result in the breach of any term or provision of, or constitute a default under, any charter provision or bylaw, or material agreement, to which it is a party or which is otherwise applicable to it. 18.0 Binding Effect of this License Agreement. This License Agreement, together with all attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous and contemporaneous representations, understandings or agreements, whether oral or written, relating to the subject matter hereof. This License Agreement may be modified, amended, altered, or supplemented at any time upon written notice. Continued use following such changes is acceptance of those changes. 19.0 Applicable Law, Language, Forum and Injunctive Relief. This License Agreement shall be governed by the laws of the Province of Quebec and the federal laws of Canada and shall be treated in all respects as a Quebec contract, without reference to the principles of conflicts of law. In the event of a dispute, the parties agree to submit to the non-exclusive jurisdiction of the Quebec courts. The parties expressly exclude the UN Convention on Contracts for the International Sale of Goods. Licensee agrees to waive any right it may have to: (i) a trial by jury; and (ii) commence or participate in any class action against VP related to this Agreement and, where, applicable, Licensee also agrees to opt out of any class proceedings against VP or its affiliates and their respective directors, officers, employees, agents and contractors. The parties have required that this Agreement and all documents relating thereto be drawn-up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais. IT IS AGREED THAT BREACH OF THIS LICENSE AGREEMENT BY LICENSEE MAKING ANY UNAUTHORIZED USE OF THE SOFTWARE, BREACHING THE CONFIDENTIAL INFORMATION PROVISION, OR ENGAGING IN ANY OTHER CONDUCT THAT COULD IMPAIR VP'S INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE WILL CAUSE IMMEDIATE AND IRREPARABLE HARM TO VP. VP SHALL BE ENTITLED TO PURSUE IMMEDIATE AND INTERIM INJUNCTIVE RELIEF TO RESTRAIN SUCH UNAUTHORIZED USE OR CONDUCT, AND OBTAIN SUCH OTHER INJUNCTIVE RELIEF AS MAY BE NECESSARY TO PROTECT VP'S COPYRIGHTS AND INTELLECTUAL PROPERTY RIGHTS. 20.0 Section Headings. The headings contained in this License Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this License Agreement. 21.0 Severability. If any provision of this License Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, the legality, validity, and enforceability of the remaining provisions of this License Agreement shall not be affected thereby, and in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this License Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be legal, valid and enforceable. 22.0 Notices. Any notices required or permitted to be given under this License Agreement shall be deemed sufficiently given if sent by electronic mail or transmitted by facsimile (such facsimile accompanied by a transmission report) to the addresses listed in the Licensee’s account. 23.0 Excused Performance. VP shall be excused from performance, and shall have no liability, for any period and to the extent that they are prevented, hindered or delayed from performing any obligations under this License Agreement, in whole or in part, as a result of acts, omissions or events beyond the reasonable control of VP. 24.0 Survival. The respective obligations of the parties which by their nature would continue beyond the termination or expiration of this License Agreement, shall survive the termination or expiration of this Agreement. Such obligations include, by way of illustration only and not limitation, those contained in the LICENSE RESTRICTIONS, GOVERNMENTAL APPROVAL OR TAXATION, CONFIDENTIAL INFORMATION, INDEMNIFICATION OF VP, LIMITATION OF LIABILITY, APPLICABLE LAW, FORUM AND INJUNCTIVE RELIEF clauses. 25.0 Communications. All communications and notices to be made or given pursuant to this License Agreement, and all documentation, products, and services to be hereunder, unless otherwise provided herein or by other written agreement, shall be in the English language. 26.0 Payments to VP. All invoices issued to Licensee are due upon receipt.