License

SUBCLOUD LICENSE AGREEMENT

Please review the following terms and conditions carefully. This is a legal agreement between you and Randy Rizun, o/a SUBCLOUD, as Licensor (“SubCloud”), with respect to your access and use of the SubCloud software program. You must accept without modification all of the terms, conditions, and notices contained in this Agreement ("Agreement") in order to download, copy, install, operate and use the SubCloud Software. If you do not accept this Agreement in its entirety, you may not download, copy, install, operate or use the SubCloud Software.

1.1 "The Software” means the SubCloud software program and consists of all software programs or collections of programs distributed by SubCloud as well as the services provided by SubCloud that facilitate the operation of this Software.

1.2 SubCloud hereby provides a non-exclusive, revocable, personal, non-transferable license to download, copy and use the Software, provided you comply with all of the terms, conditions and notices in this Agreement, including the payment of the fee for a license. You, the Customer, assume all responsibility for the selection of the Software to achieve your intended results and for the installation, use and results obtained from the Software.

1.3 Pursuant to this Agreement, and subject to any addendum or other written agreement directly between you and SubCloud, you may: (a) use the Software on a single computer; (b) copy the Software into any machine-readable or printed form for back-up or modification purposes in support of your use of the Software (certain programs, however, may include mechanisms to limit or inhibit copying); (c) modify the Software and/or merge it into another program for your use on the single computer; and (d) transfer the Software and license to another party if the other party agrees to accept the terms and conditions of this Agreement.

You shall use one copy of the Software as activated by a license on a single physical or virtual server or computer owned, leased or otherwise controlled by you. You acknowledge that you will have the right to use as many copies of the Software as you have licenses. Installation of the Software on a network server solely for distribution to other computers is not considered making use of the Software under this Agreement and is permitted, as long as you have a license for each physical or virtual server to which the Software is distributed. SubCloud shall retain the rights, in its sole discretion, to amend the fee charged for a full license and to issue time-limited licenses.

1.4 Any portion of this Software merged into another program will continue to be subject to the terms and conditions of this Agreement. If you transfer the Software to another party, you must at the same time either transfer all copies whether in printed or computer readable form to the same party or destroy any copies not transferred, including all modifications and portions of the Software contained or merged into other programs. You must also reproduce and include the copyright notice on any copy, modification, or portion merged into another program.

1.5 The Software is licensed, not sold to you. The intellectual property rights in the Software shall at all times remain the exclusive property of Licensor or other owner identified in the Documentation. You agree to use the Software strictly in accordance with this Agreement. You will not loan, rent, sublicense or distribute any part of the Software to persons not licensed under this Agreement through public networks or otherwise. You agree not to disassemble, decompile or reverse engineer the Software. You will ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Software remain intact and clearly legible. You may transfer all your rights under this Agreement to another person, provided you delete all copies and cease further use.

1.6 YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE SOFTWARE OR ANY COPY, MODIFICATION, OR MERGED PORTION, IN WHOLE OR PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. IF YOU TRANSFER POSSESSION OF ANY COPY, MODIFICATION, OR MERGED PORTION OF THE SOFTWARE TO ANOTHER PARTY, YOUR LICENSE IS AUTOMATICALLY TERMINATED.

2 TERM

2.1 This license is effective until terminated.

2.2 SubCloud may terminate this Agreement at any time by notice in writing.

2.3 You may terminate this Agreement at any time by destroying the Software together with all copies, modifications and merged portions in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy the Software together with all copies, modifications, and merged portions in any form.

3 LIMITED WARRANTY AND REMEDIES

3.1 The Software is provided "as is" without warranty of any kind, either expressed or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the Software is with you. If the Software provides defective, you (and not SubCloud) assume the entire cost of all necessary servicing, repair or correction.

3.2 SubCloud does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free.

3.3 In no event will SubCloud be liable to you or any other person for any damages, including any lost profits, lost savings or other incidental or consequential damages (including lost savings or profit, lost data or business interruption) arising out of the use or inability to use the Software even if SubCloud or any authorized dealer has been advised of the possibility of these damages, or for any claim by any other party, whether in contract, tort (including negligence) or otherwise. Some jurisdictions do not allow the limitation of liability for incidental or consequential damages so the above limitation or exclusion may not apply to you. THIS LIMITATION PROTECTS SUBCLOUD AND ANY DISTRIBUTOR OR RESELLER FROM WHOM YOU OBTAINED THE SOFTWARE.

4 GENERAL

4.1 You may not sub-license, assign or transfer the licence or the Software. Any attempt otherwise to sub-license, assign or transfer any of the rights, duties or obligations under this agreement is void.

4.2 This agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

4.3 If you have any questions concerning this agreement, you may contact SubCloud by email addressed to support@subcloud.com.

4.4 If any provision of this license agreement is declared void or unenforceable by any judicial or administrative authority, this shall not nullify the remaining provisions of this license agreement, which shall remain in full force and effect.

4.5 You acknowledge that you have read this agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written and any other communications between us relating to the subject matter of this agreement.

4.6 SubCloud reserves the right, in its sole discretion, to terminate, modify or amend this license at any time, without prejudice to any other right.

4.7 SubCloud is not obligated to provide updates or improvements to the Software, however, if SubCloud, in its sole discretion, updates or improves the Software, this Agreement shall apply to such updates and improvements unless expressly noted otherwise.

4.8 You may not attempt to gain unauthorized access to any account, computer system, network or information associated with the Software or to otherwise interfere with, or disrupt, damage or corrupt any accounts, computer systems, networks or information associated with the Software. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Software.

4.9 Your rights under this Agreement are contingent upon the payment of license and other fees ("License Fees") as determined by SubCloud. The amount of these fees and terms of payment may be modified by SubCloud from time to time without notice. Upon non-payment of these fees, your rights under this Agreement shall terminate immediately without notice. Time is of the essence.

4.10 The Software may transmit information to SubCloud for the purpose of ensuring accurate billing and the payment of licensing fees. This information will be retained and used by SubCloud solely for this purpose.

4.11 SubCloud may, but is not required to, provide you with customer support ("Support"). Support may include providing documentation or descriptions of the Software and its use or operation, answering questions and/or providing access to questions and answers asked by you or others. SubCloud may, in its sole discretion, terminate or modify any Support it provides at any time and without notice.

4.12 You agree to defend, indemnify, and hold harmless SubCloud and its employees, officers, directors, contractors, agents, subsidiaries, affiliates, resellers, distributors, suppliers and/or service providers from all liabilities, claims, and expenses, including attorney's fees, from any claim or demand made by any third party due to or that may arise out of your use of the Software or Support, the violation of this Agreement by you, or the infringement by you of any intellectual property or other right of any person or entity. SubCloud reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

4.13 You agree that this Agreement and the rights under this agreement and all incorporated agreements may be assigned by SubCloud, in its sole discretion, to a third party at any time.

4.14 SubCloud's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach by either party.