INFLOW INVENTORY LICENSE AGREEMENT

NOTICE: Archon Systems Inc. Licenses this software (inflow Inventory) to you only upon the condition that you accept all of the terms contained in this license agreement. Please read the terms carefully before continuing the installation process, as pressing the “I agree” button will indicate your assent to them. If you do not agree to these terms, please press the “Cancel” button during installation to cancel the installation as Archon Systems Inc. is unwilling to license the software to you.


USE OF SOFTWARE:
The software, inFlow Inventory, that accompanies this license (the “Software”) is the property of Archon Systems Inc. or its licensors and is protected by copyright law and international treaty. While Archon Systems Inc. and its licensors continue to own the Software, you will have certain rights to use the Software after your acceptance of this license. Except only as may be modified by a written license addendum which accompanies this license, your rights and obligations with respect to the use of this Software are as follows:


You may:
(i) use only one copy of the Software on a single computer;
(ii) make one copy of the Software for archival purposes, or copy the software onto the hard disk of your computer and retain the original for archival purposes;
(iii) use the Software on a network, provided that you have a licensed copy of the Software for each computer that can access the Software over that network;
(iv) after written notice to Archon Systems Inc., transfer the Software on a permanent basis to another person or entity, provided that you retain no copies of the Software and the transferee agrees to the terms of this Agreement; and


You may not:
(i) copy the documentation which accompanies the Software;
(ii) make any copies of all or part of the Software other than as expressly permitted in this Agreement;
(iii) sublicense, rent or lease any portion of the Software or host the Software on your computer for others to use;
(iv) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software or create derivative works from the Software; or
(v) use a previous version or copy of the Software after you have received a disk replacement set or an upgraded version as a replacement of the prior version, upon upgrading the Software, all copies of the prior version must be destroyed.
(vi) use the inFlow Inventory or Archon Systems Inc. trademarks as part of a product name, trademark or business name without prior written approval from Archon Systems Inc.
(vii) create, market or distribute add-ons or enhancements to the Software without the prior written consent of Archon Systems Inc..
(viii) copy any portion of the inFlow Inventory product graphical user interface for incorporation into or use for any software or other product without the prior written consent of Archon Systems Inc.


You acknowledge and agree that:
(i) Archon Systems Inc. or its licensor are the exclusive owners of all rights in the Software, including all intellectual property rights now in existence or which come into existence,
(ii) you will comply with all of the terms and conditions of this Agreement.
(iii)Any violation by you of this Agreement will cause Archon Systems Inc. or its Licensor irreparable harm entitling Archon Systems Inc. to immediate and permanent injunctive relief in addition to all other available remedies.
(iv) Any claim or dispute relating to this Agreement must be brought in the appropriate provincial or federal court located in Toronto, Ontario. You agree to the assertion of personal jurisdiction over you by the Province of Ontario and the Ontario federal court, and you waive the right to challenge personal jurisdiction.
You have had a complete opportunity to review and understand this Agreement before using the Software.


LIMITED WARRANTY:
Archon Systems Inc. warrants that the media on which the Software is distributed will be free from defects for a period of thirty (30) days from the date of delivery of the Software to you. Your sole remedy in the event of a breach of this warranty will be that Archon Systems Inc. will, at its option, replace any defective media returned to Archon Systems Inc. within the warranty period or refund the money you paid for the Software. Archon Systems Inc. does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.

THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM PROVINCE TO PROVINCE.


DISCLAIMER OF DAMAGES:
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL ARCHON SYSTEMS INC. OR ITS LICENSOR BE LIABLE TO YOU OR ANY THRID PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF ARCHON SYSTEMS INC. OR ITS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME PROVINCES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO CASE SHALL ARCHON SYSTEMS INC. LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE. The disclaimers and limitations set forth above will apply regardless of whether you accept the Software.

Manufacturer Archon Systems Inc., 1207-4725 Sheppard Ave E., Toronto, Ontario, Canada M1S 5B2


GENERAL:
This Agreement will be governed by the laws of the Province of Ontario, Canada. relating to contracts made there. The U.N. Convention on the International Sale of Goods is expressly excluded. This Agreement may only be modified by a license addendum which accompanies this license or by a written document which has been signed by both you and Archon Systems Inc.. Should you have any questions concerning this Agreement, or if you desire to contact Archon Systems Inc. for any reason, please write: Archon Systems Inc., Customer Service, 1207-4725 Sheppard Ave E., Toronto, Ontario, Canada M1S 5B2.