License Agreement


Please read before installing or using this software program by Edisoft.

This License Agreement ("Agreement") allows you to use this software program ("Software") contained

in the disk package, which may include printed materials and "online" or electronic documentation as

well as other associated media, provided you agree to be bound by the terms of this Agreement. Your

installing or using of the Software signifies your acceptance of this Agreement that is a binding legal

contract between you and Edisoft Ltd., ("Edisoft"). If you do not agree with the terms and conditions that

follow herein, you should promptly return the complete, unopened package within seven (7) days of

purchase for a full refund from your vendor.

The Software, including any documentation relating to or describing it, now or hereafter provided by

Edisoft, are furnished to you under a non-exclusive, non-transferable license solely for your own use on

a single computer system in which each licensed Software is installed and shall under no

circumstances be used on more than one computer at a time. This license grants you the right to make

one exact copy of the Software solely for backup or archival purposes or transfer the Software to a hard

disk provided you keep the original solely for backup or archival purposes. You may receive the

Software in more than one medium, but regardless of the type or size of medium you receive, you may

use only one medium that is appropriate for your single computer. You may not use or install the other

medium on another computer. To use the software on more than one computer, it will be necessary to

obtain a site license, if available. Said license fees are to be based on the number of computers to be

licensed for using the software. No license permits the redistribution, repackaging or reselling of the

software to a third party.



No title to or ownership in the Software is transferred to you. Title to and all applicable rights in patents,

copyrights and trade secrets in the Software shall remain in Edisoft or third parties from which Edisoft

has obtained rights to license the Software. Software provided hereunder, including the ideas,

concepts, know-how, technology and accompanying printed materials contained therein, as well as any

modifications, enhancements, or recommendations provided by Edisoft are proprietary and/or

confidential to, and contain trade secrets of Edisoft or third parties from whom Edisoft has obtained

rights to license the Software. You agree to be bound and to observe the proprietary, confidential and

trade secret nature thereof as herein provided. You agree to take appropriate action by instruction or

Agreement with your employees who are permitted access to the Software to fulfill your obligations




The Software may not be reverse compiled, disassembled or otherwise reverse engineered nor may it

be used to provide any third party, including any parent, affiliate or subsidiary, the benefit of facility

management, service bureau or other access and use. Nor can the Software be separated into its

component parts for use on more than one computer. You may not rent, lease, lend or sublicense the

Software to any third party.

You may not resell or otherwise transfer for value any Software marked "Dealer Version" or "Not for


You may not use any Software labeled as an "Upgrade" unless you are properly licensed to use the

original Software that is being upgraded. You may then only use the upgraded Software in accordance

with the terms of this License.



The initial Software license fee ( License Fee ) covers the use of Software pursuant to, and for the

Term of this Agreement. Annual Maintenance Fees ( A/M Fees ) are charged annually and cover the

maintenance upgrades of Software for each respective year. Failure to pay A/M Fees will disentitle you

to Software maintenance upgrades. License Fees and A/M Fees shall be due upon receipt of invoice.

All fees will be based on Edisoft s prevailing license fee schedules for renewals of license and

maintenance services.



The term of each license granted hereunder shall commence on the date the term license fee is paid by

you and shall continue until such time as you discontinue use of the Software, but otherwise shall be

without restriction as to time. Edisoft shall have the right to terminate this license if you fail to comply

with the terms and conditions herein, provided Edisoft has given you written notice of any such default

and such default has not been cured within 30 days of such notice. Upon expiration of the license term

or upon termination by reason of your default, you agree to immediately return or destroy the Software

and copies thereof as directed by Edisoft. If requested by Edisoft, you also agree to certify in writing as

to the destruction or return of the Software and all copies thereof as well as to the fact that it is no

longer installed on any of your computers and that you will never be using the Software again.



During the term of this Agreement Edisoft may, at its sole discretion, use reasonable efforts to: (a)

correct or bypass any material errors in the then current version of the Software; (b) make changes in

the Software to conform to revised industry standards; and (c) make available reasonable telephone

support during normal business hours under the then prevailing terms and conditions for such services.



This Software is licensed to you AS IS. Where the Software fails to substantially perform in accordance

with the accompanying printed materials, then Edisoft's sole liability and your exclusive remedy for any

defects in this product's materials or media that is found within 90 days of purchase shall be at Edisoft's

sole discretion, either for a) Edisoft to use its best efforts to cure the defect; or b) Edisoft to repair or

replace the Software. You shall retain full control over the use of the Software and any modifications or

enhancements thereof as well as any recommendations you are provided by Edisoft during the course

of providing services under any other provision in this Agreement. Accordingly, you agree to be fully

responsible for the design, repair and configuration of your equipment, systems and/or products. You

assume all risk and liability for results obtained by the use or implementation of the Software, whether

said Software is used singly or in combination with other products.

You agree that, to the maximum extent permitted by applicable law, Edisoft shall have no liability to you

or to any third party for any ordinary, special, incidental, indirect or consequential damages or losses

whatsoever (including, without limitations, damages for loss of profits, business interruption, loss of

business information, or any other pecuniary loss) which might arise directly or indirectly by reason of

your using the Software or other services provided to you by Edisoft, even if Edisoft has been advised

of the potential for such damages.

Furthermore, you also understand and agree that Edisoft and its suppliers disclaim, and you hereby

waive, all other warranties and conditions, either express or implied, including, but not limited to, implied

warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to

the Software and the provision of or failure to provide support services.

Lastly, you agree that the terms and conditions of this Agreement contain the entire understanding

between you and Edisoft and that Edisoft shall not be bound by or liable for any other representations

or warranties, whether written or oral, with respect to the Software made by any third party, including

any authorized reseller or its agents, employees or representatives.

NOTE: Different remedies may be available to you in different jurisdictions.



The license fees and other amounts payable pursuant to this Agreement are exclusive of any and all

applicable taxes.

The Software may be subject to export controls and you agree that the Software licensed hereunder will

not be exported or re-exported, directly or indirectly, separately or as part of a system, without you, at

your own cost, first obtaining all necessary licenses.

The laws of the Province of Ontario, Canada, govern this Agreement and if any provision of this

Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be

affected or impaired thereby.

EDISOFT LTD.  1200 Sheppard Avenue East, Suite 514, Toronto, Ontario, Canada, M2K 2S5