End-User License Agreement for ClarkConnect Operating Systems

IMPORTANT-READ CAREFULLY: This Clarkconnect End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Point Clark Networks Limited for the ClarkConnect software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (collectively, "SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use the SOFTWARE PRODUCT.

SOFTWARE PRODUCT LICENSE

Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not sold. The SOFTWARE PRODUCT is owned and copyrighted by Point Clark Networks. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software.

INTRODUCTION

This EULA will only be provided in English. English shall be deemed the language that controls the terms of this EULA.

This EULA describes your rights with respect to the SOFTWARE PRODUCT and its components. The following terms govern your use of the specified SOFTWARE PRODUCT unless you have a separate written agreement with Point Clark Networks.

1. GRANT OF LICENSE. This EULA grants you the following rights:

Standard Use. You may install and use one (1) copy of the SOFTWARE PRODUCT on a single computer with the purchase of one (1) license. "Use" means storing, loading, installing, executing or displaying the SOFTWARE PRODUCT.

Evaluation Use. Provided Point Clark Networks has granted you a non-exclusive, limited license to evaluate the SOFTWARE PRODUCT, you may install and use the SOFTWARE PRODUCT on any number of computers provided:

• You purchase a license for EACH installation you continue to use the SOFTWARE PRODUCT after the agreed upon evaluation period expires
• You remove the SOFTWARE PRODUCT after the agreed upon evaluation expires
• You do not make available for sale, resale, trade, distribution or publication under any circumstances prior to purchasing a license

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

* Support Services. Point Clark Networks may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by the Point Clark Networks' policies and programs described on Point Clark Networks' "online" documentation and Point Clark Networks' web site.

* Upgrades. If this license agreement is identified as an upgrade, you must be an existing licensee under a license eligible for the upgrade in order to obtain any rights under this license agreement. After upgrading to this license, your use rights under the license that formed the basis for your upgrade eligibility terminate.

* License Term Verification. Point Clark Networks reserves the right to request verification of license compliance with this EULA.

* Confidential Information. The term "Confidential Information" means any information or material, which is proprietary to Point Clark Networks, whether or not owned or developed by Point Clark Networks, which is not generally known other than by Point Clark Networks, and which you have obtained through Point Clark Networks. Confidential Information includes without limitation: trade secrets, technical information, product design information, database scripts, database schema, source code and/or object code, copyrights and other intellectual property associated with the SOFTWARE PRODUCT.

* Protection of Confidential Information. You understand and acknowledge that the Confidential Information associated with the SOFTWARE PRODUCT has been developed or obtained by Point Clark Networks by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Point Clark Networks, which provides Point Clark Networks with a significant competitive advantage, and needs to be protected from improper disclosure. You agree to hold in confidence and to not disclose the Confidential Information to any person or entity, except those who are required to have access to the Confidential Information in order to perform their job duties in connection with the limited purposes of this agreement.

* Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

* Software Transfer. You may permanently transfer all of your rights under this EULA, provided you retain no copies, you transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity), and the recipient agrees to the terms of this EULA.

3. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY POINT CLARK NETWORKS.

4. TERMINATION. Without prejudice to any other rights, Point Clark Networks may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

5. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, the accompanying "online" materials, and any copies of the SOFTWARE PRODUCT are owned by Point Clark Networks. Copyright laws and international treaty provisions protect the SOFTWARE PRODUCT. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material. You may not copy the printed or "online" materials accompanying the SOFTWARE PRODUCT.

6. EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE PRODUCT licensed hereunder is subject to the export control laws and regulations of Canada, and any amendments thereof. You confirm that with respect to the SOFTWARE PRODUCT, you will not export or re-export it, directly or indirectly, to any countries that are subject to Canadian export restrictions. You further acknowledge that the SOFTWARE PRODUCT may include technical data subject to export and re-export restrictions imposed by Canadian law.

MISCELLANEOUS

If this product was acquired outside Canada, then local law may apply.

Should you have any questions concerning this EULA, or if you desire to contact Point Clark Networks for any reason, please write:

Point Clark Networks License Information
1179 King Street West, Suite 211
Toronto, Ontario
Canada, M6K 3C5

LIMITED WARRANTY

NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POINT CLARK NETWORKS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POINT CLARK NETWORKS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF POINT CLARK NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.