1. Grant of Licence

Q-Fi hereby grants you (either an individual person or a single legal entity) the following non-exclusive rights to use the Q-Fi Product, its software and related documentation solely in accordance with the terms of this Agreement. This Agreement sets forth your rights and responsibilities and other terms and conditions that relate to your use of the Q-Fi Product. Before you use the Q-Fi Product, please read this Agreement as carefully as you would read any other legal documents. If you do not agree with the terms and conditions of this Agreement do not use the Q-Fi Product as per the instructions noted above. Your installation or use of the Q-Fi Product means that you have read and agree to all of the terms and conditions of this Agreement.

2. Reservation of Rights.

Q-Fi Solutions Inc. hereby reserves all rights not expressly granted by this Agreement. Nothing in this Agreement shall be construed to constitute a sale or grant of any ownership rights in, to or of the Q-Fi Product. Further, you agree to refrain from any action that would diminish such rights or would call them into question.

3. Permitted Use

Once you have been granted a user licence and account you shall be permitted to access the software on any compatible device with an internet connection.

4. Prohibited Use

You may not use the Q-Fi Product except as expressly permitted by this Agreement.

5. Reverse Engineering and Copying

You may not reverse engineer, decompile, disassemble or create derivative works of the Q-Fi Product, except and only to the extent that the right to do so is mandated under applicable law. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this Agreement. Unauthorized copying of the Q-Fi Product or failure to comply with the above restrictions will result in automatic termination of this Agreement and will constitute immediate, irreparable harm to Q-Fi for which monetary damages alone would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.

6. Proprietary Rights

All intellectual property rights in the Q-Fi Product and provided user documentation are owned by Q-Fi Solutions Inc. and are protected by law, including but not limited to Canadian copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions.

7. Consent to Data Use.

You understand, acknowledge and agree Q-Fi Solutions Inc., its affiliates and or its suppliers may collect and use technical information you provide in the form of support services related to the Q-Fi Product. Q-Fi Solutions Inc., its affiliates and suppliers agree not to use this information in a form that personally identifies you except to the extent necessary to provide such services.

8. Disclaimer.

You acknowledge that the Q-Fi Product is licenced and or provided to you on an "AS-IS" basis and Q-Fi does NOT represent or warrant that the Q-Fi Product, its use or the work product produced in conjuncture with its use (i) will be uninterrupted and or free of inaccuracies (ii) will fulfill your requirements, and, (iii) will operate in the configuration of or with the hardware or other software you may select. Q-Fi hereby disclaims any and all implied warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Q-Fi AND ITS SUPPLIERS PROVIDE THE Q-Fi PRODUCT "AS IS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY. IN NO EVENT DOES Q-Fi PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE Q-Fi PRODUCT IS DESIGNED TO BE USED, AND Q-Fi SOLUTIONS INC. DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.

9. Limitation of Liability.

In no event will Q-Fi Solutions Inc. total liability, if any, for damages arising from, relating to or connected with the Licence or this Agreement or the Q-Fi Product ever exceed the price you have paid for the Q-Fi Product, regardless of the nature of the claim.

10. Export Restrictions.

Your home jurisdiction may have law in place restricting the export of the Q-Fi Product to certain foreign jurisdictions. You are responsible for compliance with all domestic and foreign trade regulations and laws and you further represent and warrant that you shall comply with all domestic and foreign trade regulations and laws.

11. Capacity and Contract.

You represent that you are of the legal age of majority in your province, state or jurisdiction of residence and, if applicable, you are duly authorized by your employer to enter into this contract.

12. Applicable Law.

This Agreement is governed by the laws of the Province of Ontario exclusive of conflict of law provisions and you attorn to the jurisdiction of the courts of the province of Ontario with respect to any proceedings arising from this Agreement.

13. The term of this Agreement

The term of this Agreement will continue until you assign the Q-Fi product which may only be done with the express written consent of Q-Fi Solutions Inc. or until you breach this Agreement in which case you may be held liable for any damages that arise from said breach.

14.Complete Agreement.

This Agreement supersedes all prior written and oral statements by the parties with respect to the subject matter hereof, including any prior representation, statement, condition or warranty. Any modification of this Agreement must be in writing and be signed by all of the parties.

15. Section Titles.

The headings herein are inserted as a matter of convenience only and do not define, limit or describe the scope of this Agreement or the intent of the provisions hereof.

16. Terms.

Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person may in the context require.

17. Separability of Provisions.

Each provision of this Agreement will be considered separable. If, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity will not impair the operation of or affect those portions of this Agreement which are valid.

18. English Language Version to Govern

In the event of a conflict between the English and any non-English versions of this Agreement, the English version shall govern. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision, as noted in clause 17 above, the will remain in full force and effect.