SOFTWARE Alpha cloud Software License Agreement NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING OR USING THE SOFTWARE IN WHOLE OR IN PART, YOU AGREE TO ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR, THE LIMITATIONS ON: THE USE DESCRIBED IN SECTION 2; THE TRANSFER CONDITIONS DESCRIBED IN ARTICLE 4; THE WARRANTY DESCRIBED IN ARTICLES 6 AND 7; THE LIABILITY DESCRIBED IN SECTION 8 AND THE SPECIFIC PROVISIONS AND EXCEPTIONS DESCRIBED IN SECTION 14. YOU ACKNOWLEDGE THAT THIS AGREEMENT HAS THE SAME STATUS AS ANY OTHER WRITTEN AGREEMENT NEGOTIATED AND SIGNED BY YOU. THIS AGREEMENT IS BINDING ON YOU AND ANY COMPANY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED (FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. PLEASE CONTACT YOUR RESELLER TO LEARN ABOUT THE CONDITIONS AND LIMITATIONS RELATING TO THE RETURN OF SAID SOFTWARE AND TO OBTAIN A REIMBURSEMENT. You may have entered into another written agreement directly with Alpha-cloud Software (eg, a volume license agreement) that supplements or replaces all or part of this agreement. Alpha-cloud Software and its suppliers own all intellectual property rights in the Software. The Software is licensed, not sold. Alpha-cloud Software authorizes you to copy, download, install, use or otherwise benefit from the functionality or intellectual property relating to the Software only in accordance with the terms of this agreement. The use of certain third-party materials included in the Software may be subject to other terms, usually set forth in a separate license agreement or in a "readme" file provided with such materials. THE SOFTWARE MAY CONTAIN AN ACTIVATION SYSTEM AND OTHER SYSTEMS DESIGNED TO PREVENT UNAUTHORIZED COPYING. THE ACTIVATION SYSTEM MAY PREVENT YOU FROM USING THE SOFTWARE IF YOU DO NOT FOLLOW THE ACTIVATION PROCEDURE DESCRIBED IN THE SOFTWARE AND IN THE DOCUMENTATION. FOR MORE INFORMATION REGARDING THE ACTIVATION SYSTEM, PLEASE CONTACT YOUR DEALER. 1. Definitions. "Alpha-cloud software" means 9354-4732 Quebec Inc., a company registered in the province of Quebec, located at 411 avenue sirois, Rimouski, Quebec, Canada G5L 8B2. "Computer" means a computing device that accepts data in digital or similar format and processes it to achieve specific results from a sequence of instructions. "Internal Network" means a private and proprietary network, accessible only by employees and individual contractors (i.e. temporary workers) of a particular company or similar business entity. The expression "Internal Network" does not refer to the Internet or any other community network open to the public, including in particular groups, associations and similar organizations operating by way of membership or subscription. "Authorized Number" means the number one (1), except as otherwise provided in any valid license (eg volume license) granted by Alpha-cloud Software. "Software" means (a) all information provided with this Agreement, including, without limitation, (i) software files and other computer data of Alpha-cloud Software or third parties, (ii) samples, photographs of archives, images, sound files, clip art and other artistic works (the "Demo Files"), (iii) explanatory written files and accompanying documents (the "Documentation") and (iv) fonts, as well as that (b) all modified versions of the Information and copies thereof, as well as upgrades, updates and additions to such Information provided to you by Alpha-cloud Software at any time, except as provided to you under another contract (collectively the "Updates"). 2. Grant of License. Subject to obtaining the Software from Alpha-cloud Software or one of its authorized licensees and compliance with the provisions of this agreement, Alpha-cloud Software grants you a non-exclusive license to use the Software in accordance with the Documentation and for the purposes described therein, under the conditions described below. Please refer to Article 14 relating to specific provisions for certain components. 2.1 General Use. You are authorized to install and use one copy of the Software on your compatible Computers, up to the Authorized Number; Where 2.2 Server Deployment. You may install one copy of the Software on a computer file server on your Internal Network for the purpose of downloading and installing the Software on other Computers on the same Internal Network up to the Permitted Number; Where 2.3 Use on the Server. You are authorized to install one copy of the Software on a computer file server on your Internal Network in order to use the Software from commands, data or instructions (for example, scripts) executed from another Computer of the same Internal Network, provided that the total number of users (and not the concurrent number of users) entitled to use the Software on such computer file server does not exceed the Authorized Number. No other network use is authorized, including without limitation, the use of the Software directly or using commands, data or instructions executed from or intended for a Computer not forming part of your Internal Network, for Web or Internet hosting services, or by a user not authorized to use this copy of the Software under a valid Alpha-cloud Software license; and 2.4 Laptop or home use. In addition to the one-time copy permitted in Sections 2.1, 2.2 and 2.3, the primary user of the Computer on which the Software is installed is permitted to make a second copy of the Software for its exclusive use on a Laptop or Computer private, provided that the Software installed on such Portable or private Computer is not used at the same time as the Software on the main Computer. 2.5 Backup Copy. You are permitted to make one backup copy of the Software, provided that you do not install or use it on a computer. You are not permitted to transfer rights to a back-up copy unless you transfer all rights to the Software as provided in Section 4.4. 2.6 Demo Files. Except as otherwise provided in the "Readme" files associated with the Demo Files, which may contain rights and restrictions specific to these elements, you are authorized to display on screen, modify, reproduce and distribute all the Demo Files. 3. Ownership of Intellectual Property Rights. The Software and any authorized copies you make are the intellectual property of Alpha-cloud Software and its suppliers. The structure, organization and code of the Software constitute valuable trade secrets and confidential information of Alpha-cloud Software and its suppliers. The Software is protected by law, including but not limited to Canadian, United States and other country copyright [copyright] laws, and international treaty provisions. Except as expressly provided herein, this Agreement does not grant you any intellectual property rights in the Software, and Alpha-cloud Software and its suppliers reserve all rights not expressly granted. 4. Restrictions 4.1 Proprietary Notices. You may not copy the Software except as set forth in Sections 2 and 14. Any authorized copy of the Software you make must contain the same copyright [copyright] and other proprietary notices as those that appear in or on the Software. 4.2 Changes. Except as otherwise provided in Section 14.7, you may not modify, adapt or translate the Software. You may not reverse engineer, decompile, disassemble the Software, or otherwise attempt to discover its source code, except to the extent expressly permitted by applicable law, and only for Software interoperability. 4.3 Unbundling. The Software may contain various utilities, applications and components, may work with multiple platforms or languages, may be provided to you on multiple media, or may receive multiple copies. However, the Software is designed and provided to you as a single product for use as such on Computers in accordance with the provisions of Sections 2 and 14. You are not required to use all components of the Software, but you may not unbundle components of the Software for use on different Computers. You may not unbundle or rearrange the Software for distribution, transfer or resale. Exceptions to this Section are set out in Section 14. 4.4 Transfer. YOU MAY NOT RENT OR LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE COPYING OF ALL OR PART OF THE SOFTWARE TO ANOTHER USER OR COMPANY'S COMPUTER EXCEPT AS EXPRESSLY AUTHORIZED HEREIN. However, you may transfer all your rights to use the Software to another natural or legal person provided that: (a) you also transfer to said natural or legal person (i) this contract, (ii) the number(s) (s) the Software and all other software or hardware incorporated, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and (iii) all copies of font software converted into other formats; (b) you retain no upgrades, updates, or copies, including backup copies and those stored on a computer, and (c) the Recipient agrees to the terms of this Agreement and all other terms under which you have purchased a valid license of the Software. NOTWITHSTANDING THE ABOVE, YOU ARE NOT AUTHORIZED TO TRANSFER COPIES OF THE SOFTWARE INTENDED FOR TRAINING, PRE-VERSIONS, OR COPIES NOT INTENDED FOR SALE. Prior to a transfer, Alpha-cloud Software may require you and the receiving party to confirm in writing that you are complying with the terms of this Agreement, to provide Alpha-cloud Software with information about you, and to register as end user of the Software. Allow 4-6 weeks for transfer. For more information, please contact your local dealer. 5. Updates. If the Software is an upgrade or update to an earlier version of the Software, you must have a valid license to such earlier version in order to use the upgrade or update. Any upgrades or updates are provided to you on a license exchange basis. You agree that by using an upgrade or update, you voluntarily terminate your right to use any prior version of the Software. Exceptionally, you may continue to use earlier versions of the Software on your Computer after using the upgrade or update but only to help you migrate from the older version to the upgrade or update. provided that the upgrade or update and previous versions are installed on the same computer. Upgrades or updates that Alpha-cloud Software licenses to you may have additional or different terms. 6. LIMITED WARRANTY. Except as otherwise provided in Article 14, Alpha-cloud Software warrants to the natural or legal person who first purchased a license of the Software for the purpose of using it on Computers in accordance with this agreement, that the Software will operate for the essential in accordance with the Documentation for ninety (90) days from receipt of the Software, provided it is used on the recommended operating system and hardware configuration. Slight variations in performance compared to the specifications of the Documentation cannot give rise to the application of this guarantee. THIS LIMITED WARRANTY DOES NOT APPLY TO FIXED PROGRAMS, PRELIMINARY (BETA), TRIAL OR EVALUATION VERSIONS, STARTERS, SAMPLES OF PRODUCTS AND NOT FOR RESALE (NFR) COPIES OF SOFTWARE, WEBSITES, ONLINE SERVICES OR DC SERVICES (See Section 14). All warranty claims must be made within the aforementioned ninety (90) day period and be accompanied by proof of purchase. If the Software does not perform substantially in accordance with the Documentation, the entire liability of Alpha-cloud Software and its affiliates, and your sole remedies, shall be limited, at Alpha-cloud Software's option, to replacement of the Software or refund of the fee you paid to license the Software. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY. For further warranty information, please see the country provisions at the end of this agreement, if applicable, or contact Alpha-cloud Software Customer Support. 7. EXCLUSIONS. THE LIMITED WARRANTY DESCRIBED ABOVE IS THE EXCLUSIVE WARRANTY MADE BY Alpha-cloud SOFTWARE AND ITS AFFILIATES AND SETS THE EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY BY Alpha-cloud SOFTWARE, ITS AFFILIATES OR ITS SUPPLIERS. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, AND ANY OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR CLAUSES WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN YOUR COUNTRY, Alpha-cloud SOFTWARE, ITS AFFILIATES AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND ACCESS TO THE WEBSITES, ONLINE SERVICES AND DC SERVICES AS IS, WHICH MAY CONTAIN DEFECTS. FURTHERMORE Alpha-cloud SOFTWARE, ITS AFFILIATES AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR CLAUSES, EXPRESS OR IMPLIED, CONTRACTUAL, COMMON LAW, DERIVED FROM CUSTOM, OR COMMERCIAL USAGE OR OTHERWISE REGARDING ANY SUBJECTS, INCLUDING, BUT NOT LIMITED TO, PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, INTEGRATION OF THE SOFTWARE, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR A SPECIFIC PURPOSE. The provisions of Sections 7 and 8 shall survive any termination of this Agreement for any reason, but this does not imply or create any continuing rights to use the Software after termination of this Agreement. 8. LIMITATION OF LIABILITY. EXCEPT IN THE EXCLUSIVE REMEDY CONTAINED ABOVE AND EXCEPT AS PROVIDED IN SECTION 14, IN NO EVENT SHALL Alpha-cloud SOFTWARE, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, CLAIMS OR ANY EXPENSES WHETHER, INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS, LOST SAVINGS, DAMAGES RESULTING FROM BUSINESS INTERRUPTION, CORRUPTION OR LOSS OF DATA, PERSONAL INJURY OR FAILURE TO OBSERVE ANY DUTY OF CARE OR CLAIMS OF A THIRD PARTY, EVEN IF AN Alpha-cloud SOFTWARE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, CLAIMS OR EXPENSES. THE ABOVE LIMITATIONS AND EXCLUSIONS APPLY WHERE PERMITTED BY APPLICABLE LAW IN YOUR COUNTRY. THE TOTAL LIABILITY OF Alpha-cloud SOFTWARE AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION APPLIES EVEN IN THE EVENT OF A SERIOUS BREACH OR BREACH OF ESSENTIAL PROVISIONS OF THIS AGREEMENT. Nothing in this contract limits Alpha-cloud Software's liability to you for death or personal injury resulting from Alpha-cloud Software's negligence or fraudulent act. Alpha-cloud Software acts on behalf of its affiliates and suppliers for the purposes of claiming, excluding and limiting obligations, warranties and liabilities, but in no other respects and for no other purpose. For more details, please see the country-specific information at the end of this agreement, if applicable, or contact Alpha-cloud Software Customer Support. 9. Export Laws. You agree that the Software will not be used, shipped, transferred or exported to any country in any manner prohibited by Canadian export control law or any other export laws, restrictions or regulations (collectively the "Export Laws"). Further, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or resident in, a nation that is embargoed or subject to other restrictive measures (including, without limitation, Iran, Iraq, Syria, Sudan, Libya, Cuba and North Korea) and that the Export Laws do not prohibit you from receiving the Software. All rights to use the Software are granted subject to your forfeiture if you do not comply with the terms of this contract. 10. Governing Law. This contract is governed and interpreted according to the laws in force. This contract is not governed by the conflict of law rules of these countries, nor by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 11. General Provisions. If any of the stipulations of this contract proves to be null and void, the validity and opposability of the other stipulations will not be affected. This contract does not affect the public order rights of any party acting as a consumer. For example, in the case of New Zealand consumers obtaining the Software for personal or household use (and not for commercial purposes), this agreement is subject to the Consumer Guarantees Act. This contract may only be modified by a written document signed by an Alpha-cloud Software manager duly authorized for this purpose. With regard to the interpretation of the contract, the English version will prevail. This constitutes the entire agreement between Alpha-cloud Software and you regarding the Software; it supersedes all prior statements, discussions, commitments, communications or advertisements relating to the Software. 12. Compliance with Licenses. If you have a commercial activity or you are a company or other legal person, you agree to duly justify and certify, within thirty (30) days of any request from Alpha-cloud Software or one of its authorized representatives , that as of the date of such request, you are using the Alpha-cloud Software software in accordance with your current Alpha-cloud Software licenses. 13. Exceptions and Special Provisions. This section sets forth specific provisions relating to certain components of the Software as well as certain exceptions to the above provisions. If any provision of this section conflicts with any other provision of this contract, this section shall prevail. 13.1 You are required to take all reasonable measures to avoid and reduce damage, in particular to make backup copies of the Software and your computer data subject to the provisions of this contract. 13.2 Additional Provisions Regarding Pre-release Software. If the Software is pre-release or pre-release software ("Pre-release Software"), this Section applies. The Preliminary Version of the Software is a preliminary version, which is in no way the final version of the Alpha-cloud product, which may contain bugs, errors and other problems that may affect the operation of your system, cause failures and data loss. Alpha-cloud Software may never release the Preliminary Version of the Software. If the prerelease Software was provided to you under a separate written agreement, such as the Alpha-cloud Software Serial Agreement for Unreleased Products, use of your Software is also subject to the terms of that agreement. You agree to return or destroy all copies of the Preliminary Version of the Software at the request of Alpha-cloud Software or when the latter commercializes said Software. YOU USE THE PRELIMINARY VERSION OF THE SOFTWARE AT YOUR OWN RISK. PLEASE REFER TO SECTIONS 7 AND 8 RELATING TO DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY GOVERNING THE PRELIMINARY VERSION OF THE SOFTWARE. 13.3 Additional Provisions for Evaluation Versions, Product Samples and Not for Resale (NFR) Copies of Software. If the Software is an evaluation version, starter, product sample or NFR software (“Evaluation Version of the Software”), this Section applies. The Trial Version of the Software may contain limited functionality and is to be used for demonstration and evaluation purposes only and not for commercial purposes. YOU USE THE TRIAL VERSION OF THE SOFTWARE AT YOUR OWN RISK. PLEASE REFER TO SECTIONS 7 AND 8 RELATING TO THE EXCLUSIONS OF WARRANTIES AND LIMITATIONS OF LIABILITY GOVERNING THE EVALUATION VERSION OF THE SOFTWARE. 13.4 Temporary Software. If the Software is a temporary version, it will cease to function after a certain period or beyond a certain number of uses from installation. The license hereunder will terminate at the end of the said period or once the number of authorized uses has been reached except in the event of extension or extension by Alpha-cloud Software at the time you acquire a full retail license. YOU ACCESS ANY FILES OR DATA CREATED WITH SUCH SOFTWARE OR ANY PRODUCTS ASSOCIATED WITH SUCH SOFTWARE AT YOUR OWN RISK. 13.5 Educational Software Products. If the Software delivered with this agreement is a Training Software Product (Software manufactured and distributed for use only by End Users of the Training Software), you are authorized to use the Software only on the condition that you are authorized in your country as an Educational End User. 13.6 Fonts. You may use the fonts with the Software on Computers in accordance with the provisions of Section 2 and output the fonts from any output device connected to such Computers. You may make a copy of the fonts you have used for a given file for a commercial printer or other service bureau; such bureau service may use the font(s) to process your file, provided such bureau service has a valid license to use such font software. 13.7 Online Services 13.7.1 The Software may rely on or facilitate your access to websites maintained by Alpha-cloud Software, its affiliates or third parties offering products, information, software and services (hereinafter the "Online Services "). Your access to and use of the websites are governed by the terms, conditions, disclaimers and notices available on the website in question, for example, the General Conditions of Use (Terms of Use). Alpha-cloud Software may at any time, for any reason, modify or suspend the availability of any website and Online Services. 13.7.2 Alpha-cloud Software does not control, endorse or accept any responsibility for websites or Online Services offered by third parties. Any transactions between you and a third party relating to a website or Online Services, including delivery and payment for goods and services and any other terms, conditions, warranties or representations relating to such transactions are solely between you and such third party. 13.7.3 UNLESS OTHERWISE EXPRESSLY AGREED BY Alpha-cloud SOFTWARE, ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, YOUR USE OF THE WEBSITES AND ONLINE SERVICES IS AT YOUR OWN RISK. PLEASE SEE SECTIONS 7 AND 8 RELATING TO WARRANTIES AND LIMITATIONS OF LIABILITY WHICH GOVERN THE WEBSITES AND ONLINE SERVICES. If you have any questions regarding this Agreement or would like information from Alpha-cloud Software, please use the contact information and address included in this product to contact the Alpha-cloud Software office in your country. Alpha-Cloud is a registered trademark or trademark of Alpha-Cloud Software in Canada and/or other countries.