End User License Agreement
for SessionSafe by High 5 Solutions Software

PLEASE READ THIS END USER LICENSE AGREEMENT ('EULA') CAREFULLY. BY CLICKING 'I AGREE' OR TAKING ANY STEP TO DOWNLOAD, SET-UP, INSTALL OR USE ALL OR ANY PORTION OF THIS PRODUCT (INCLUDING, BUT NOT LIMITED TO, THE SOFTWARE AND ASSOCIATED FILES (THE 'SOFTWARE'), HARDWARE ('HARDWARE'), DISK(S), CD-ROMS, OR OTHER MEDIA) (COLLECTIVELY, THE 'PRODUCT') YOU AND YOUR COMPANY ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA. IF YOU ACQUIRE THIS PRODUCT FOR YOUR COMPANY'S USE, YOU REPRESENT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE WHO HAS THE AUTHORITY TO LEGALLY BIND YOUR COMPANY TO THIS EULA. IF YOU DO NOT AGREE, DO NOT CLICK 'I AGREE' AND DO NOT DOWNLOAD, SET-UP, INSTALL OR USE THE SOFTWARE.

1. Ownership. High 5 Solutions Software Design ('High5') and its suppliers own all right, title, and interest in and to the Software, including all intellectual property rights therein. The Software is licensed, not sold. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of High 5 Solutions Software Design and its suppliers. The Software is protected by copyright and other intellectual property laws and treaties, including, without limitation, the copyright laws of Canada and other countries. The term 'Software' does not refer to or include 'Third-Party Software'. 'Third-Party Software' means certain software licensed by High5 from third parties that may be provided with the specific version of Software that you have licensed. The Third-Party Software is generally not governed by the terms set forth below but is subject to different terms and conditions imposed by the licensors of such Third-Party Software. The terms of your use of the Third-Party Software are subject to and governed by the respective license terms, except that this Section 1 and Sections 5 and 6 of this Agreement also govern your use of the Third-Party Software. You agree to comply with the terms and conditions contained in all such Third-Party Software licenses with respect to the applicable Third-Party Software.

2. Product License. Subject to your compliance with the terms of this EULA, High5 grants you a non-exclusive, non-transferable, limited license to install and use one (1) copy of the Software on one (1) device residing on your premises, internally and only for the purposes described in the associated documentation. Use of some third party software with the Product may be subject to terms and conditions of a separate license agreement; this license agreement may be contained in a 'Read Me' file accompanying that Product. The Software includes components that may enable you to link to and use certain services provided by third parties ('Third Party Services'). Your use of the Third Party Services is subject to your agreement with the applicable third party service provider. Except as expressly stated herein, this EULA does not grant you any intellectual property rights in the Product. High5 and its suppliers reserve all rights not expressly granted to you. There are no implied rights.

2.1. Software. You are also permitted to make a single copy of the Software strictly for backup and disaster recovery purposes. You may not alter or modify the Software or create a new installer for the Software. The Software is licensed and distributed by High5.

3. Restrictions. You are not licensed to do any of the following:

a. Create derivative works based on the Product or any part or component thereof, including, but not limited to, the Software;

b. Reproduce the Product, in whole or in part;

c. Except as expressly authorized by Section 10 below, sell, assign, license, disclose, or otherwise transfer or make available the Product, in whole or in part, to any third party;

d. Alter, translate, decompile, or attempt to reverse engineer the Product or any part or component thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this contractual prohibition;

e. Use the Product to provide services to third parties;

f. Take any actions that would cause the Software to become subject to any open source license agreement if it is not already subject to such an agreement; and

g. Remove or alter any proprietary notices or marks on the Product.

4. Updates. If you receive an update or an upgrade to, or a new version of, any Software ('Update') you must possess a valid license to the previous version in order to use the Update. All Updates provided to you shall be subject to the terms and conditions of this EULA. If you receive an Update, you may continue to use the previous version(s) of the Software in your possession, custody or control. High5 shall have no obligation support the previous versions of the Software upon availability of an Update. High5 has no obligation to provide support, maintenance, Updates, or modifications under this EULA.

5. NO WARRANTY. THE PRODUCT AND THE THIRD-PARTY SOFTWARE ARE OFFERED ON AN 'AS-IS' BASIS AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. High5 AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. High5 DOES NOT PROVIDE THE THIRD PARTY SERVICES AND MAKES NO WARRANTIES WITH RESPECT TO THE THIRD PARTY SERVICES. YOUR USE OF THE THIRD PARTY SERVICES IS AT YOUR RISK.

6. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL High5 OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT OR ANY PART OR COMPONENT THEREOF OR RELATED SERVICE OR ANY THIRD PARTY SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THE EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF High5 OR ITS LICENSORS OR SUPPLIERS, AND EVEN IF High5 OR ITS LICENSOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY.

7. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER, THE ENTIRE LIABILITY OF High5 UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO, AND IN NO EVENT WILL High5'S TOTAL CUMULATIVE DAMAGES EXCEED, THE FEES PAID BY LICENSEE TO High5 FOR THE PRODUCT. ADDITIONALLY, IN NO EVENT SHALL High5'S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES OF ANY KIND.

8. Indemnification. By accepting the EULA, you agree to indemnify and otherwise hold harmless High5, its officers, employees, agents, subsidiaries, affiliates, and other partners from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from your use of the Product or any other matter relating to the Product, including, without limitation, use of any of the Third Party Services.

9. International Trade Compliance. The Software and any related technical data made available for download under this EULA are subject to the customs and export control laws and regulations of Canada and may also be subject to the customs and export laws and regulations of the country in which the download is contemplated. Further, under Canadian law, the Software and any related technical data made available for download under this EULA may not be sold, leased or otherwise transferred to restricted countries, or used by a restricted end-user.

10. General. This EULA between Licensee and High5 is governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to conflict of laws principles. The EULA does not constitute the entire agreement between High5 and you relating to the Product and the terms governing your use of the Product, and does not supersede any prior master or supplemental agreement (such as a Master Software License Agreement) between you and High5 relating to the subject matter hereof. If any provision of this EULA 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 provisions of the EULA will remain in force and effect. The Product and any related technical data are provided with restricted rights. The manufacturer of the Software is High5. You may not transfer or assign this EULA or any rights under this EULA. Any attempted assignment in violation of this Section is void. High 5 Solutions Software Design, the High5 logo, and other High5 names and logos are the trademarks of High 5 Solutions Software Design.

Rev. 2019.01.01