SOFTWARE LICENSE AGREEMENT

This Software License Agreement ("Agreement") covers all materials associated with ArcPDF 2.0.
THIS SOFTWARE LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN PEERNET INC ("THE LICENSOR") AND INDIVIDUAL OR ENTITY LICENSING THE SOFTWARE ("THE LICENSEE") AND IS EFFECTIVE ON THE DATE THAT THE LICENSEE INSTALLS THE SOFTWARE.

PRINTED BELOW IN ITS ENTIRETY IS THE SOFTWARE LICENSE AGREEMENT GOVERNING THE LICENSEE'S USE OF THE SOFTWARE.  PLEASE READ THE SOFTWARE LICENSE AGREEMENT CAREFULLY.

THE LICENSOR IS ONLY WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE LICENCE AGREEMENT PRINTED BELOW.

PLEASE READ THE TERMS CAREFULLY BEFORE INSTALLING THE SOFTWARE. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, THE LICENSEE IS CONSENTING TO BE BOUND BY ALL OF THE TERMS OF THIS LICENSE AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS, DO NOT INSTALL OR USE THE SOFTWARE.
“SOFTWARE includes, without limitation, the downloadable software product of ArcPDF 2.0, in object code format, online documentation (“Documentation”), and any additional supporting electronic files (individually and collectively referred to as “Software” herein). 
“User” is defined as one person operating on a computer who has activated the Software such that its processes have been started on the computer, and/or is accessing information created and/or maintained by the Software at any one time.
1.	GRANT OF LICENSE Subject to the terms and conditions of this AGREEMENT, 
Licensor grants Licensee and the Licensee accepts, a nonexclusive, non-assignable and non-transferable license to install and use the Software on computer(s) owned, leased, or otherwise controlled by the Licensee for personal or business purposes, and only as authorized in this Agreement. The Software may not be used on other computers, nor may it be used by, or transferred to, other computers over a network.   

Licensee agrees the number of Users who may install the software shall not exceed the number of authorized activations that are provided for under the license.  The number of activations to which the Licensee is entitled is determined by the number of activations which have been prepaid by the Licensee and authorized by the Licensor (“Authorized User Activations”) pursuant to the purchase documents for the Software.  The number of User(s) who use or install the Software cannot exceed the number of Authorized User Activations without the consent of the Licensor. In order to use the Software after installation, the Licensee is required to provide the Licensor, via the Internet, with the unique installation serial number that is provided at time of purchase.   If the Licensee does not have an Internet connection, the Software can be activated using a manual procedure outlined in the Software manual.  If the Licensee cannot register an Authorized User Activation, please contact the Licensor by emailing peernet@peernet.com.

Where the Licensee has purchased multiple activations the total number of Authorized User Activations will decrease each time the Licensor sends a request to the Licensee’s server to register that the Software will be installed by a new User.

The Software may not be used by or transferred to any user(s), via a network or otherwise, other than one for which there has been an Authorized User Activation.

This Agreement strictly forbids distribution of the Software with Licensee's application.  A Licensee must enter into a separate License Agreement to distribute the Software with the Licensee’s application.
2.	USAGE, CONDITIONS AND LIMITATIONS
Licensee agrees to the following conditions and limitations on the use of the Software:
2.1.	Distribution. The Licensee shall have no right to, modify, sell, rent, license, lease, distribute, transfer or otherwise make available the Software.  The Licensee shall have no right to use the Software other than pursuant to those rights specifically granted hereunder. 
2.2.	Retained Rights. Subject only to the limited rights and licenses expressly granted to the Licensee in this Agreement, the Licensor shall retain and own all rights, title and interest in the Software, and each copy thereof, and all Intellectual Property Rights with respect thereto.  The Licensor retains all rights not expressly granted to the Licensee herein. The Licensee agrees not to reproduce, use, disclose, or distribute the Software except as expressly authorized in this Agreement.
2.3.	No Rights to Source Code. Licensee shall have no rights with respect to any Source Code and Licensee agrees not to reverse engineer, reverse assemble, de-compile, or otherwise attempt to derive the Source Code from the Software in whole or in part. 
2.4.	Rights to Marks. The Licensee shall not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. No license is given nor intended for any Marks proprietary to the Licensor.  Licensee shall not use such Marks for any purpose without the prior written approval of the Licensor, which may be withheld for any reason.
2.5.	Upgrades. Licensee’s right to use an upgrade is conditional upon licensee’s purchase of the Software.  Licensee is granted no rights to use any upgraded Software if it has not purchased the Software first. Licensee is only entitled to upgrades either by subscribing to automatic upgrades via an On-Going Support contract or purchasing an upgraded copy of the Software upon it’s availability. 
2.6.	Field of Use. The Licensee shall have the right to install the Software on Microsoft® Windows Vista, Windows 2003 Server, Windows XP or Windows 2000.

3.	ON-GOING SUPPORT (OGS)
Licensor will provide Licensee with On-Going Support to the Software for a period of 60 days from the date of delivery (“OGS”). Use of the Support Services is governed by the Licensor policies and programs described in the user manual, "online" documentation, and/or other Licensor-provided materials. Licensor reserves the right to modify its support services at any time, without notice to Licensee.  Any supplemental software code provided to Licensee as part of OGS shall be considered part of the Software and subject to the terms and conditions of this Agreement. With respect to technical information Licensee provides to Licensor as part of the OGS, Licensor may use such information for its business purposes, including for product support and development. Licensor will not utilize such technical information in a form that personally identifies Licensee. OGS beyond 60 days must be purchased by the Licensee separately within 60 days of the original purchase date. 
4.	NEW VERSION RELEASES
The Licensor will provide limited support and license adjustments for an older version of the Software for a transitional period after the release of a new version.  The Licensor will provide advanced notice on the Software’s website about the date for ending support and license adjustments of the retiring Software version. After this announced date, support and license adjustments will no longer be available for the retired Software version.
5.	LICENSEE OBLIGATIONS
It is the exclusive responsibility of the Licensee to determine the appropriate end use for the Software, including but not limited to determining if the Software is appropriate for the Licensee’s information systems; installing the Software, establishing adequate backup procedures; and implementing procedures to satisfy Licensee’s security requirements.  
Licensee assumes complete responsibility and expressly acknowledges that the Licensor has no responsibility or liability, for the selection of the software and support services required to achieve Licensee’s intended results, and for the installation, use and results obtained from the Software and Support Services and any other programs.
6.	DELIVERY
In the event that Licensee requests delivery of the Software other than electronically, the Software will be delivered EX WORKS Licensor’s facility (INCOTERMS 2000) in accordance with the instructions of the Licensee.  Unless otherwise agreed, as stated in article 4 the installation of the Software is the exclusive responsibility of the Licensee.  As per article 3 support services are available for purchase by the Licensee if required for installation.
7.	LICENSE FEES
7.1.	Fees. For any Software ordered by Licensee, Licensee shall pay Licensor the applicable license fee set by the Licensor (“License Fee”).  Licensor reserves the right to modify its list price for the Software that is used to calculate the License Fee, at any time, and without notice to the Licensee.  In addition to the License Fee, Licensee shall pay all charges for Licensor-supplied media, shipment costs and related expenses. All amounts payable under this Agreement are due thirty (30) days after the date of invoice.  Unless otherwise agreed by the Parties in writing, payment in full will be made to the Licensor by the Licensee by cash remittance, by cheque, or by wire transfer to the bank account of Licensor choice. 
7.2.	Taxes and Duties. Except for taxes on the income of Licensor, the Licensee shall be responsible for any and all taxes of whatever nature due or arising under or out of this Agreement.  More particularly, all prices set forth in this Agreement are exclusive of any and all taxes, levies, assessment, surcharges, duties or similar items assessed by a government body, and the Licensee shall be solely and exclusively responsible for collection, remittance and/or compliance with any such taxes.  The Licensee shall pay all such charges either as levied by taxing authorities or as invoiced by Licensor, or, in lieu thereof, the Licensee shall provide an exemption certificate acceptable to the relevant taxing authorities.
7.3.	Interest Charges. Any amount that is not paid when due will bear interest until fully paid at the rate of the lesser of (i) 1.5% per month compounded monthly, or (ii) the highest rate permitted by applicable law.  Licensor shall also be entitled to recover its costs and expenses, if any, incurred in collecting such amount.  Licensor’s entitlement to interest shall in no way affect Licensee’s obligations to make payment in accordance with this Agreement, and Licensor’s acceptance of such interest shall not be deemed to be a waiver of any of Licensees obligations respecting payments.

8.	TERM AND TERMINATION
8.1.	Term.  Unless otherwise terminated as set forth in this Agreement, the term of this Agreement shall commence on the delivery of the Software.
8.2.	Termination. This Agreement may be terminated by the Licensor at its sole option, if the Licensee fails to comply with any of its obligations under this Agreement, including its payment obligations. Termination will be effected immediately upon the Licensor advising Licensee, in written format, via mail to the last known address of the Licensee, or via electronic mail or fax number to the last known e-mail address or fax number of the Licensee on record with the Licensor, that the Agreement is terminated.  Upon termination of any license pursuant to this Section, Licensee shall remove the Software from the applicable Designated System, destroy the original and all copies of the Software, certify such destruction in writing to Licensor and shall not be entitled to any refund of Fees paid hereunder.  

9.	DISCLAIMER OF WARRANTY
THE LICENSED SOFTWARE AND DOCUMENTATION ARE PROVIDED on an "AS-IS" basis. LICENSOR does not warrant, guarantee, or make any representation regarding the use or the results of the use of the Software or Documentation in terms of correctness, accuracy, reliability, timeliness, or otherwise.  THE LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE EXPRESSLY ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT HAVE BEEN MADE RESPECTING THE GOODS OR SERVICES TO BE PROVIDED HEREUNDER, AND THAT LICENSEE HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY SET OUT HEREIN.
10.	LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS 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) HOWEVER CAUSED AND ON ANY LEGAL OR EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY BREACH OF CONDITION(S) OR FUNDAMENTAL TERM(S) OR FOR A FUNDAMENTAL BREACH (S).  IN ANY CASE, LICENSOR’S AND ITS SUPPLIERS' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE FOR THE SOFTWARE PURSUANT TO THIS AGREEMENT PROVIDED, HOWEVER, IF LICENSEE HAS ENTERED INTO A LICENSOR SUPPORT SERVICES AGREEMENT, LICENSOR’S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.  THIS LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL SUCH PARTY’S EXPENDITURES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT.
11.	OWNERSHIP AND PROPRIETARY RIGHTS
Title, ownership rights and intellectual property rights to Software or to the Software and all patents, copyright, design rights, trade secrets and other proprietary rights in or related to the Software are and remain the exclusive property of Licensor and its suppliers.  Licensee acknowledges such rights and will not take any action that jeopardizes such rights or acquire any rights except the limited use rights specified in this Agreement. The Software is protected by copyright and other intellectual property laws and international treaty provisions.
The Licensee further acknowledges that in the course of its use of the Software, pursuant to the terms of this Agreement, that it may suggest modifications or improvements to the Software (“Modification(s)”).  The Licensee expressly acknowledges the Licensor shall have the right to use these modifications and hereby grants the Licensor a non-exclusive, royalty-free, perpetual worldwide license to use or incorporate said Modification(s), in whole or in part, into the future development of any technology, including the Software. The Licensee expressly acknowledges that the Licensor is not obligated to provide the licensee with any form of compensation with respect to the use of the Modification(s).
12.	SPECIFIC DISCLAIMER FOR HIGH-RISK ACTIVITIES
The Software is not designed or intended for use in high-risk activities including, without restricting the generality of the foregoing, on-line control of aircraft, air traffic, aircraft navigation or aircraft communications, or in the design, construction, operation or maintenance of any nuclear facility. Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for such purposes or any other hazardous purposes.  Licensee agrees that Licensor and its suppliers will not be liable for any claims or damages arising from the use of the Software in such applications.  Licensee represents and warrants to Licensor that Licensee will not use, distribute, install, integrate or deploy the Software for such purposes.
13.	EXPORT CONTROL PROVISIONS
Licensee agrees to comply with all export laws and restrictions and regulations of Canada, the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.  As applicable, Licensee shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from any country. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.
14.	U.S. GOVERNMENT RESTRICTED RIGHTS
The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is PEERNET Inc., 1900 Merivale Road, Suite 212, Ottawa Ontario CANADA K2G 4N4.  
15.	GENERAL PROVISIONS 
This AGREEMENT constitutes the entire agreement between the parties concerning the subject matter hereof.  This AGREEMENT may be amended only by writing signed by both parties.

15.1.	Severability. If any provision or part thereof of this Agreement shall be held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions or parts thereof shall remain in full force and effect, and the Parties shall endeavour to give effect to the Agreement as originally contemplated before the provision or part thereof was held to be invalid or unenforceable to the maximum extent permitted by law.
15.2.	No Implied Waivers. The failure of either Party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such Party thereafter to enforce any provision hereof.
15.3.	Governing Law. This Agreement shall be construed under the laws of Canada and the Province of Ontario, as applicable, without regard to its principles of conflicts of law.
15.4.	Force Majeure. Neither Party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, or embargoes.
15.5.	Modifications.  No amendment, changes to, or waiver of any provision of this Agreement shall be effective unless reduced to writing and signed by authorized representatives of both Parties.
15.6.	Multiple Counterparts, Facsimile Copies. Modifications to this Agreement may be executed simultaneously in two or more counterparts, each one of which shall be deemed an original, but all of which shall constitute one and the same instrument.  Facsimile signatures shall be treated as original.
15.7.	Time of the Essence.  Time shall be of the essence of this Agreement.
15.8.	Entire Agreement.  This Agreement sets forth and constitutes the entire agreement and understanding between the Parties with respect to the Licensed Software, and supersedes all prior Agreements and representations, whether oral or written, relating to the subject matter thereof.
15.9.	No Rules of Construction.  The Agreement shall not be interpreted in favour or against a Party on the basis of the existence or absence of legal representation in the case of either Party.
15.10.	Assignment.  The Licensee may not assign this Agreement without the advance written consent of Licensor whose consent may be withheld in Licensor’s sole discretion.
15.11.	Inurement.  This Agreement shall be binding upon and shall inure to the benefit of both Parties and their respective successors and permitted assigns. 
15.12.	Amounts in United States Dollars.  Except as otherwise specified in this Agreement, all amounts stated in this Agreement are in United States Dollars.
15.13.	Survival.  Except as otherwise provided in this Agreement or as required by law, the provisions of this Agreement shall survive the termination or rescission of this Agreement for any reason. 
15.14.	Acknowledgement.  Each Party acknowledges that it has read the Agreement, and each Party understands and agrees to be bound by its terms and conditions.