SIMUTECH MULTIMEDIA END-USER LICENSE AGREEMENT

This Simutech Multimedia End-User License Agreement ("Agreement") is a legal agreement between you ("you") and Simutech Multimedia Inc. ("Simutech", "we" or "us"). BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY INSTALLING, ACTIVATING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THIS AGREEMENT, PLEASE CONTACT US AT INFO@SIMUTECHMULTIMEDIA.COM. IF YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT PRIOR TO ACTIVATING, INSTALLING OR USING THE SOFTWARE, CLICK THE BUTTON THAT INDICATES THAT YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT OR RETURN THE PRODUCT IMMEDIATELY TO US AND WE WILL REFUND THE PURCHASE PRICE. Unless you accept all of the terms of this Agreement, you shall have no right to use the Software.

PRODUCT: "Product" means (i) the software product delivered to you by electronic means or by CD-ROM, including the computer programs and data files in object code form (collectively the "Software"); (ii) manuals and user guides, whether electronic or print and including the technical specifications (collectively the "Documentation"); and (iii) any update, revision, translation, adaption, modification, derivation or copy of the Software or the Documentation provided to you by us.
GRANT OF LICENSE: Subject to the terms of this Agreement, you are hereby granted a non-exclusive license, non-assignable, revocable, non-transferable, without right to sublicense to use the Product for training purposes on the following license terms and for term as specified on your invoice (the "License"): (i) if the License is specified as a "Student" or "Expert" License, the Product may be installed on a standalone workstation and may only be used by the named individual for whom the license has been purchased; (ii) if the License is specified as a "Business License", the Product may be installed on a standalone work station but may be used by any number of users; or (iii) if the License is specified as a "Enterprise License", the Product may be used on a local area network by the number of concurrent users specified on the invoice. If you have paid for a standalone workstation license and you wish to use the computer program for additional standalone workstations then you will need a further license for each additional standalone workstation. You may make one backup copy of the computer program onto the hard disk of one standalone workstation, or file server, as the case may be for backup or archival use only of the Product on that workstation or network. You must fully reproduce any copyright or other notice marked on any part of the Product on all copies you make. All rights not expressly granted herein are reserved for us. No source code or license to use the source code is provided hereunder.
USE: You are permitted to use the Product only for your own operations. Unless expressly permitted herein, you will not permit any other person or entity to use the Product. You shall not transfer, provide, sell, distribute or disclose the Product to any other person. Except as expressly permitted herein, you will not otherwise copy, translate, modify, adapt, decompile, disassemble, reverse engineer, or otherwise create derivative works of the Product. If required by law, we will make available information concerning the computer program which you are entitled by law to receive for interoperability purposes, and which could otherwise only be obtained by decompiling or disassembling the computer program. You may not assign or transfer this license without our prior written consent, nor may you merge all or any part of the computer program in another program of ours, yours or a third party.
APPLICATION KEY/FUNCTIONAL LIMITS: Use of the Product may be subject to the issuance of an application key, which will be provided to you in the form of a supplement to this Agreement. The purchase of a license extension may require the issuance of a new application key. You acknowledge that we may have encoded within the Product limitations on functionality that you are authorized to use. Changes to these functional limits are only permitted upon payment to us of the applicable license or license extension fee. Any attempt by you to circumvent these limitations will be considered a breach of this Agreement.
OWNERSHIP AND INTELLECTUAL PROPERTY: We license but do not sell our Product. Title to the Product and all patents, copyrights, trade marks, mask works, circuit layout rights, design rights, trade secrets and other proprietary and intellectual property rights in or related to the Software and Documentation are and will remain the exclusive property of Simutech or its licensor, whether or not specifically recognized or perfected under the laws of the country where the Product is located. You agree not to take any action that jeopardizes such proprietary rights. You also acknowledge that you will not acquire any right in the Product, except the limited use rights specified herein.
TERM: This Agreement shall continue for as long as you are permitted to use the Product except that it shall terminate if you fail to comply with any term or condition herein. Upon termination, we will terminate your access to the Product and you agree to promptly destroy the Product and all accompanying documents, together with all copies of the Product. Any provision of this Agreement which by its sense and context deals with the use of the Product, ownership and limitations of warranty and liability will survive its expiration or termination of this Agreement for any reason.
DEMONSTRATION: If the product is specified as demo, demonstration or evaluation, you are permitted to use the Product only for evaluating the suitability of Simutech’s products for your own operations.
WARRANTY: If the Product is provided by CD-ROM, we warrant that the media upon which the Product is provided will be free from defects in materials and workmanship for 90 days from the date you acquire them. If such a defect occurs, return it to us at the address specified on your invoice and we will replace it for free. We may refuse to honour any claim if the defect has resulted from accident, abuse or misuse. This remedy is your exclusive remedy for breach of this warranty.
NO PROFESSIONAL ADVICE; NO RESPONSIBILITY: THE RESULTS OF THE USE OF THE PRODUCT AND ANY DECISIONS MADE OR ACTIONS TAKEN ON THE BASIS OF INFORMATION PROVIDED BY THE PRODUCT ARE ENTIRELY YOUR RESPONSIBILITY. WE RECOMMEND THAT YOU FULLY AND REGULARLY CHECK TO ENSURE THAT THE RESULTS ARE ACCURATE. WE DO NOT, BY THE SUPPLY OF THE PRODUCT, IMPLY IN ANY WAY THAT WE ARE IN THE BUSINESS OF PROVIDING PROFESSIONAL ADVICE. YOU SHOULD NOT RELY ON THE PRODUCT FOR THAT. YOU SHOULD ALWAYS CONSULT COMPETENT PROFESSIONAL ADVICE TO INTERPRET AND VERIFY THE RESULTS OF THE USE OF THE PRODUCT. WE ARE NOT RESPONSIBLE, IN ANY WAY, TO ANY PARTY WHATSOEVER WITH RESPECT TO ANY WARRANTIES, NEGLIGENCE, DEFECTS, OR OTHER OBLIGATIONS WITH RESPECT TO THE DESIGN, ADVICE AND MANUFACTURE OF THE PRODUCT, HOWEVER THE FOREGOING MIGHT ARISE.
LIMITATION OF WARRANTIES AND LIABILITY: EXCEPT FOR THE EXPRESS WARRANTY ABOVE, WE PROVIDE NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THIS PRODUCT OR ITS ACCURACY OR RELIABILITY AND IT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NEGLIGENCE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THIS PRODUCT IS ASSUMED BY YOU. NEITHER WE NOR OUR SUPPLIERS, AGENTS, OFFICERS AND DIRECTORS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, LOSS OF REVENUE OR PROFIT, FAILURE TO REALIZE ANTICIPATED PROFITS OR SAVINGS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE; OR FOR CLAIMS BY A THIRD PARTY. OUR MAXIMUM AGGREGATE LIABILITY AND THAT OF OUR SUPPLIERS, AGENTS, OFFICERS AND DIRECTORS TO YOU SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH, DEFAULT, NONPERFORMANCE OR FAILURE IS A BREACH OF FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH.
GENERAL: This Agreement is the entire agreement with respect to this product and supersedes any other agreement or discussions, oral or written. This Agreement may not be changed except by a written amendment signed by you and us. Notwithstanding the foregoing, we reserve the right to make changes to this Agreement by providing you with reasonable notice of the change either electronically or by posting notice of the change at http://www.simutechmultimedia.com. If you continue to use the Product more than sixty (60) days after notice of the change has been given, you shall be deemed to have accepted the change. No provision of this Agreement may be waived except in writing signed by the party giving the waiver. Only a signing officer of us has the authority on our behalf to change or waive this agreement. This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario, Canada. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais. If any provision of this Agreement is declared by a Court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from the Agreement and the other provisions shall remain in full force and effect.

February 1, 2010