License Agreement for INGENICA

a division of Bell Business Solutions Inc.

IMPORTANT - READ CAREFULLY

This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) (“Customer”) and INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC.. (“INGENICA”) whereby INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC., according to the terms and conditions set forth herein, grants Customer a limited license to use the UniPrint™ software products owned by INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. or its licensors (hereinafter referred to as the Software), which includes modifications, corrections, improvements, enhancements and updates thereto provided now or later by INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. as well as any copies, parts, translations, alterations or derivative works thereof or therefrom. Any software provided along with the Software that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement. By installing, copying, downloading, accessing or otherwise using the Software , you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA , do not install or use the Software.

1. Limitation of Liability

INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. makes no representations or warranties with respect to the Software and specifically disclaims any express or implied warranties of merchantability, title, or fitness for a particular purpose. INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. will not be responsible for any data loss that might result from implementing the Software including but not limited to any special, indirect or consequential damages whatsoever resulting from the loss of use, data or profits, arising out of or in connection with the use or performance of the Software. INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. strongly recommends a backup of your system be made before installing the Software. You accept all responsibility for damages, direct or indirect, resulting from, but not limited to, the use of the Software. In any case, INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC.’s entire liability under any provision of this EULA shall be limited to the amount actually paid by Customer for the Software.

2. Copyright

The Software is protected by copyright laws and international copyright treaties and other laws regarding trade secrets and other intellectual property rights. INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. or its licensors retains all copyrights and other intellectual property rights to the Software and all copies hereof. Customer owns only the medium on which the Software is recorded. All copies of the Software and any portion of the Software merged into or used in conjunction with another program will continue to be the property of INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. or its licensors and are subject to the terms and conditions of this EULA. Customer is not entitled to change or remove any marks and notices concerning copyright, trade-marks or other rights on or within the Software (including any copies thereof). Customer must reproduce the copyright notice of any copy of the Software merged or integrated into another program.

3. Grant of License

This EULA grants you the following rights:

	Applications Software. You may install, use, access, display, run, or otherwise interact with (“Run”) one copy of the Software, or any prior version for the same operating system, on a single computer, workstation, terminal, handheld PC, pager, “smart phone,” or other digital electronic device (“Computer”). The primary user of the Computer on which the Software is installed may make a second copy for his or her exclusive use on a portable computer.
	Storage/Network Use. You may also store or install a copy of the Software on a storage device, such as a network server, used only to Run the Software on your other Computers over an internal network; however, you must acquire and dedicate a license for each separate Computer on which the Software is Run from the storage device. A license for the Software may not be shared or used concurrently on different Computers.
	Reservation of Rights. All rights not expressly granted are reserved by INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC..

4. Additional Functionality

Customer is allowed to make changes to the Software provided, however, that Customer has rightfully acquired a license to access the facilities in the Software which make such changes possible. If Customer develops additional functionality for the Software, Customer must, prior to starting a development of this nature, purchase a license to the Software corresponding to and/or covering such additional functionality which is being specially developed by Customer, together with the Software required for the running of such additional functionality. If Customer instead acquires such specially developed additional functionality in the Software from a third party, the same obligation shall apply to Customer.

5. Copy Restrictions (Backup and Installation Copy)

Customer is not allowed to copy the Software except for backup and installations purposes. The backup and installation copies must not be used concurrently with the original copy of the Software, but may only be used in case of deterioration or destruction of the original copy. In case Customer’s rights to the original copy cease, Customer is obligated to immediately destroy the backup and installation copies.

6. Other Restrictions and Limitations

Customer is not entitled to reverse-engineer, disassemble or decompile the Software or in any other way attempt to investigate and discover the source code or the structural framework of the Software except and only to the extent as provided for by applicable law. Customer is not entitled to sell, assign, distribute, license, rent, lease, lend out or in any other way transfer the Software or any rights granted hereto or to disclose the Software to a third party without the prior written consent of INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC.. Customer agrees that unless otherwise agreed upon by INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. in writing, INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. shall have no responsibility for any services with respect to the Software, whether in the nature of training, education, media conversion, installation, modification, support or otherwise.

7. Termination

In the event of Customer’s material breach of this EULA, INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. is entitled to immediately terminate this EULA. Customer may at any time terminate this EULA by informing INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. in writing of Customer’s decision. In case of termination, Customer is under the obligation to promptly destroy, without compensation, the Software, including any and all backup copies thereof, and merged portions in any form, including any copy in Customer’s computer memory or in data storage devices.

8. Disputes

This EULA shall be governed by the laws of the Province of Ontario, Canada and the laws of Canada applicable therein. This EULA is intended to be for the benefit of INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC. and its successors and assigns and, therefore, may be enforced directly by said entity, its successors and assigns. Any dispute pertaining to or arising out of this EULA shall be settled by a Court of competent jurisdiction selected by INGENICA, A DIVISION OF BELL BUSINESS SOLUTIONS INC.

9. Language

It is the express wish of the parties that the agreement and all related documents be drafted in the English language. Les parties aux présentes conferment leur volonté que cette convention de même que tous les documents, y compris tout avis qui s’y rattache, soient rédigés en anglais.