SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("Agreement") covers all materials associated with PEERNET File Conversion
Center 6.0.
THIS SOFTWARE LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN PEERNET INC ("THE LICENSOR") AND
INDIVIDUAL OR ENTITY LICENSING THE SOFTWARE ("THE LICENSEE") AND IS EFFECTIVE ON THE DATE THAT THE
SOFTWARE IS DELIVERED TO THE LICENSEE.
PRINTED BELOW IN ITS ENTIRETY IS THE SOFTWARE LICENSE AGREEMENT GOVERNING THE LICENSEE'S USE OF
THE SOFTWARE. PLEASE READ THE SOFTWARE LICENSE AGREEMENT CAREFULLY.
THE LICENSOR IS ONLY WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU, THE LICENSEE, UPON THE
CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE LICENCE AGREEMENT PRINTED BELOW.
PLEASE READ THE TERMS CAREFULLY BEFORE INSTALLING THE SOFTWARE. BY INSTALLING, COPYING OR
OTHERWISE USING THE SOFTWARE, THE LICENSEE IS CONSENTING TO BE BOUND BY ALL OF THE TERMS OF
THIS LICENSE AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS, DO NOT INSTALL OR USE THE SOFTWARE.
“Computer” includes and is not limited to personal computers, workstations, virtual machines, servers and anyother computing device installed with the Software.
“License Adjustment” means the Licensor-approved re-activation of the Software on the Licensee’s computer
other than that which the Software was previously installed for the Licensee.
“Online Account” means an account set up by the Licensee on the Licensor’s website. The Online Account is set
up using an email address provided by the Licensee. The Online Account contains the purchased software download,
serial number, invoice and related information. All notices and information are delivered to the email address
associated to the Online Account.
“Purchase Documents” include and are not limited to the order confirmation email and invoice.
“Price List” means Licensor’s standard fee schedule that is in effect when a license or other products or services
are ordered by the Licensee.
“Remote Activation” means the communication between the Licensor’s server and the Licensee’s computer, byinternet or email, to authenticate activation of the purchased Software.
“Software” includes, without limitation, the downloadable software product of PEERNET File Conversion Center
6.0, in object code format, online documentation (“Documentation”), and any additional supporting electronic files(individually and collectively referred to as “Software” herein).
“Upgrade” means a new release of the Software, which incorporates substantial additional or alternative
functionality, such release being denoted as a Software Upgrade by Licensor in its generally published programs
and policies.
“Update” means a maintenance release of the Software or released revisions to the Software which are intended
to improve efficiency or to incorporate additional or alternative functionality, such release being denoted as a
Software Update by Licensor in its generally published programs and policies.
“User” is defined as one (1) person who (i) is operating a computer with the activated Software such that the
Software’s processes have been started on the computer and/or (ii) is accessing information created and/or
maintained by the Software at any one time.
1.0 GRANT OF LICENSE

Subject to the terms and conditions of this AGREEMENT, Licensor grants Licensee and the Licensee accepts, anon-exclusive, non-assignable and non-transferable license without right to sub-license pursuant to this Agreement
as follows:•
to install and use the Software on Computer(s) owned, leased, or otherwise controlled by the Licensee for•

personal or business purposes, and only as authorized in this Agreement; andthe term length of the license is described below in Article 8.

The Licensee acknowledges and agrees that On-Going Licensing and Support Subscription (OGS) as described in
Paragraphs 3.1 and 3.5 must be renewed annually in order to maintain the right to request a “License Adjustment”.
This Agreement strictly forbids distribution of the Software with Licensee's application. A Licensee must enter into
a separate License Agreement to distribute the Software with the Licensee’s application.
The number of activations to which the Licensee is entitled is determined by the number of activations which havebeen prepaid by the Licensee pursuant to the Purchase Documents and authorized by the Licensor for the Software(“Remote Activation”).
The Software may not be used by or transferred to another computer other than where a License Adjustment has
been approved by the Licensor.
All the licenses require Remote Activation unless otherwise stated.
PEERNET File Conversion Center 6.0 is available in either Standard or Professional editions as follows:
1.1 Standard. Where the Serial Number obtained is prefaced with PN-FCCS-V6, this means a Standard Edition
has been obtained by the Licensee. Under a Standard Edition License, the Licensor grants the Licensee theright to use the software for interactive use by an end user. If you require the use of a feature that allows forautomation without user interaction, a Professional Edition license is required.
1.2 Professional. Where the Serial Number obtained is prefaced with PN-FCCP-V6, this means a Professional
Edition has been obtained by the Licensee. Under a Professional License, the Licensor grants the Licensee theright to use the software as a Standard Edition and enables the features that allow for the automation of
conversions without user interaction.
As described in 1.0 the number of activations (number of computers that can be licensed to run the software) towhich the Licensee is entitled is determined by the number of activations purchased and not by the type of edition.
USAGE, CONDITIONS AND LIMITATIONS

2.0

Licensee agrees to the following conditions and limitations on the use of the Software:
Distribution. The Licensee shall have no right to, modify, sell, rent, license, lease, distribute, transfer orotherwise make available the Software. The Licensee shall have no right to use the Software other than pursuant
to those rights specifically granted hereunder.
2.1.

Retained Rights. Subject only to the limited rights and licenses expressly granted to the Licensee in thisAgreement, the Licensor shall retain and own all rights, title and interest in the Software, and each copy thereof,
and all Intellectual Property Rights with respect thereto. The Licensor retains all rights not expressly granted to
the Licensee herein. The Licensee agrees not to reproduce, use, disclose, or distribute the Software except as
expressly authorized in this Agreement.
2.2.

No Rights to Source Code. Licensee shall have no rights with respect to any Source Code and Licensee
agrees not to reverse engineer, reverse assemble, de-compile, or otherwise attempt to derive the Source Codefrom the Software in whole or in part.
2.3.

Rights to Marks. The Licensee shall not remove or alter any trademark, logo, copyright or otherproprietary notices, legends, symbols or labels in the Software. No license is given nor intended for any Marks
proprietary to the Licensor. Licensee shall not use such Marks for any purpose without the prior written approvalof the Licensor, which may be withheld for any reason.
2.4.

Upgrades. Licensee’s right to use an upgrade is conditional upon Licensee’s purchase of the Software.
Licensee is granted no rights to use any upgraded Software if it has not purchased the Software first. Licensee isonly entitled to upgrades either by subscribing to automatic upgrades via an On-Going Licensing and Support
Subscription or purchasing an upgraded copy of the Software upon its availability.
2.5.

2.6.

Field of Use. The Licensee shall have the right to install the Software on Microsoft® Windows 10,
Windows 8 or 8.1, Windows 7, Windows Vista, Windows Server 2016, Windows Server 2012 R2,Windows Server 2012, Windows Server 2008 R2, Windows Server 2008, Windows Server 2003 R2,
Windows Server 2003 or Windows XP.

3.0

ON-GOING LICENSING AND SUPPORT SUBSCRIPTION (OGS)

Description. OGS provides the Licensee with technical support whereby the Licensor using its reasonable
efforts to provide (i) assistance with use of the Software as described in the documentation (e.g., setting
configurations, guidance on how to use the software for licensee particular need), (ii) trouble shooting technicalissues, and (iii) resolution of technical issues with the Software.
3.1.

OGS allows the Licensee the ability to request a “License Adjustment”.
OGS further provides the Licensee with access to release of Updates and Upgrades. Updates and Upgrades can beaccessed from the Licensee’s Online Account. Release of Updates and Upgrades will be done at the sole andabsolute discretion of the Licensor.
OGS does not include the following, and without limitation, to (i) testing/writing end-user programs for the
Licensee, (ii) code reviews or debugging code, (iii) programming lessons in general or use of programming
applications or compilers, and (iv) explanation of compiler runtime library functions, SDK functions, or system calls.
Purchase of OGS. OGS can be purchased at the time of the software purchase. Where Licensee declines
the purchase of OGS and/or declines the renewal of OGS, it can be purchased (added) to the Software at a later
date as long as the purchased Software is the latest version. For example, if the purchased Software is version
5.0 and no OGS was purchased at the time, Licensee can no longer purchase OGS when version 6.0 is released.
3.2.

Upon purchase of OGS, the features outlined in Paragraphs 3.1 and 3.5 will be added to Licensee’s Online Account.
Term and Conditions. Licensor will provide Licensee with On-Going Licensing and Support Subscription(OGS) to the Software, if purchased, for the period of one (1) year unless an extended period is negotiated at thetime of purchase (the “OGS Term”). The terms of the OGS are outlined on the Licensee’s Online Account. Licensor
reserves the right to modify the terms and conditions of OGS at any time and will provide reasonable notice whenpossible. Any supplemental software code provided to Licensee as part of OGS shall be considered part of the
Software and subject to the terms and conditions of this Agreement. With respect to technical information Licensee
provides to Licensor as part of the OGS, Licensor may use such information for its business purposes, including for
product support and development. Licensor will not utilize such technical information in a form that personallyidentifies Licensee.
3.3.

Renewal of OGS. Forty-five (45) days prior to the expiration of the OGS Term, the Licensor will contact
the Licensee to renew the OGS Term. Purchasing options will be outlined at that time. OGS renewal fees will
increase no more than 5% over the prior year’s fee paid by Licensee for the same services. Questions can beemailed to peernet@peernet.com or directed to the Licensor at 1-613-224-6894. The Licensor reserves theright to amend the contact information from time to time as available on its website.
3.4.

Contact Information. All technical support issues can be emailed to support@peernet.com or directedto the Licensor’s technical personnel at 1-800-883-7980 or 1-613-224-6894 from 9:00 am to 5:00 pm, EasternStandard Time, Monday through Friday excluding Canadian and Ontario statutory holidays. The Licensor reserves
the right to amend the contact information from time to time as available on its website.
3.5.

4.0

NEW VERSION RELEASESThe Licensor will provide limited assistance and License Adjustments for an older version of the Software during atransitional period after the release of a new version. The Licensor will provide advance notice on the Licensor’s
website of the end date for License Adjustments of the retiring version of the Software. After this announced end
date, License Adjustments will no longer be available for the retired version.
5.0

LICENSE OBLIGATIONS

It is the exclusive responsibility of the Licensee to determine the appropriate end use for the Software, including
but not limited to determining if the Software is appropriate for the Licensee’s information systems; installing theSoftware, establishing adequate back-up procedures; and implementing procedures to satisfy Licensee’s security
requirements.
Licensee assumes complete responsibility and expressly acknowledges that the Licensor has no responsibility or
liability, for the selection of the software and support services required to achieve Licensee’s intended results, andfor the installation, use and results obtained from the Software, OGS and any other programs.

6.0

DELIVERY

Delivery of the Software is to the Licensee’s Online Account (which consists of software download and serial
number). In the event that the Licensor delivers the Software other than electronically to the Licensee, theSoftware will be delivered by courier at the Licensee’s expense. Unless otherwise agreed, the installation of the
Software is the exclusive responsibility of the Licensee as stated in Article 5. If the Licensee requires support
service for installation, additional assistant is available for purchase by the Licensee by contacting the Licensor as
described in Section 3.5.
7.0

LICENSE FEES

Fees. For any Software ordered by Licensee, Licensee shall pay Licensor the applicable license fee set by
the Licensor (“License Fee”). Licensor reserves the right to modify its Price List for the Software that is used to
calculate the License Fee, at any time, and without notice to the Licensee. In addition to the License Fee, Licensee
shall pay all charges for Licensor-supplied media, shipment costs and related expenses. All amounts payable under
this Agreement are due either immediately or within thirty (30) days after the date of invoice where Licensor has
accepted a Licensee Purchase Order. Unless otherwise agreed by the Parties in writing, payment in full will bemade to the Licensor by the Licensee as listed on the Licensor’s website(http://www.peernet.com/purchase/conversion-software/).
7.1.

Taxes and Duties. Except for taxes on the income of Licensor, the Licensee shall be responsible for any
and all taxes of whatever nature due or arising under or out of this Agreement. More particularly, all prices set
forth in this Agreement are exclusive of any and all taxes, levies, assessment, surcharges, duties or similar items
assessed by a government body, and the Licensee shall be solely and exclusively responsible for collection,
remittance and/or compliance with any such taxes except those taxes which Licensor is required by law to collectand remit (e.g., Canadian HST and GST). The Licensee shall pay all such charges either as levied by taxing
authorities or as invoiced by Licensor, or, in lieu thereof, the Licensee shall provide an exemption certificate
acceptable to the relevant taxing authorities.
7.2.

Interest Charges. Any amount, including the below-described collection costs and expenses, that is not
paid when due will bear interest until fully paid at the rate of the lesser of (i) 1.5% per month compoundedmonthly, or (ii) the highest rate permitted by applicable law. Licensor shall also be entitled to recover its costs
and expenses, if any, incurred in collecting such amount. Licensor’s entitlement to interest shall in no way affectLicensee’s obligations to make payment in accordance with this Agreement, and Licensor’s acceptance of suchinterest shall not be deemed to be a waiver of any of Licensees obligations respecting payments.
7.3.

8.0

TERM AND TERMINATION

Term. Unless otherwise terminated as set forth in this Agreement, the term of this Agreement shallcommence on the delivery of the Software and is perpetual, subject to this Agreement.
8.1.

Termination. This Agreement may be terminated by the Licensor at its sole and absolute discretion, if
the Licensee fails to comply with any of its obligations under this Agreement, including its payment and upgrade
obligations. Termination will be effected immediately upon the Licensor advising Licensee, in written format, via
mail to the last known address of the Licensee, or via electronic mail or fax number to the last known e-mailaddress or fax number of the Licensee on record with the Licensor, that the Agreement is terminated. Upon
termination of any license pursuant to this Section 8.2, Licensee shall (i) remove the Software from the applicable
Licensee’s computer(s), (ii) destroy the original and all copies of the Software, (iii) certify such destruction inwriting to Licensor, and (iv) shall not be entitled to any refund of Fees paid hereunder.
8.2.

9.0

DISCLAIMER OF WARRANTY

THE LICENSED SOFTWARE AND DOCUMENTATION ARE PROVIDED on an "AS-IS" basis. LICENSOR does
not warrant, guarantee, or make any representation regarding the use or the results of the use of the Software orDocumentation in terms of correctness, accuracy, reliability, timeliness, or otherwise. THE LICENSOR HEREBYDISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEEEXPRESSLY ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THISAGREEMENT HAVE BEEN MADE RESPECTING THE GOODS OR SERVICES TO BE PROVIDED HEREUNDER,
AND THAT LICENSEE HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY SET OUT HEREIN. If
the Licensee purchases OGS as described in Article 3 of this Agreement, the Licensor will provide technical support
as provided for by OGS.

10.0

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) HOWEVER CAUSED AND ON ANY LEGAL OR
EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE OR
OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE
LIMITATIONS WILL APPLY NOTWITHSTANDING ANY BREACH OF CONDITION(S) OR FUNDAMENTAL TERM(S) OR
FOR A FUNDAMENTAL BREACH (S). IN ANY CASE, LICENSOR’S AND ITS SUPPLIERS' ENTIRE LIABILITY UNDERANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT RECEIVED BY LICENSOR FROM
LICENSEE FOR THE SOFTWARE AND OGS PURSUANT TO THIS AGREEMENT PROVIDED. THIS LIMITATION OF
LIABILITY IS CUMULATIVE WITH ALL SUCH PARTY’S EXPENDITURES BEING AGGREGATED TO DETERMINESATISFACTION OF THE LIMIT.
11.0

OWNERSHIP AND PROPRIETARY RIGHTS

Title, ownership rights and intellectual property rights to Software or to the Software and all patents, copyright,
design rights, trade secrets and other proprietary rights in or related to the Software are and remain the exclusive
property of Licensor and its suppliers. Licensee acknowledges such rights and will not take any action thatjeopardizes such rights or acquire any rights except the limited use rights specified in this Agreement. The
Software is protected by copyright and other intellectual property laws and international treaty provisions.
The Licensee further acknowledges that in the course of its use of the Software, pursuant to the terms of thisAgreement, that it may suggest modifications or improvements to the Software (“Modification(s)”). The Licensee
expressly acknowledges the Licensor shall have the right to use these modifications and hereby grants the Licensor
a non-exclusive, royalty-free, perpetual worldwide license to use or incorporate said Modification(s), in whole or inpart, into the future development of any technology, including the Software. The Licensee expressly acknowledges
that the Licensor is not obligated to provide the licensee with any form of compensation with respect to the use of
the Modification(s).
12.0

INTELLECTUAL PROPERTY INFRINGEMENT

Licensor will defend and indemnify the Licensee against a claim that the Software furnished and usedwithin the scope of this Agreement infringes a patent, copyright or trade secret right enforceable in Canada,
provided that:
12.1.1. Licensee notifies Licensor in writing within thirty (30) days of the claim issued and provides a
copy of the claim to peernet@peernet.com (The Licensor reserves the right to amend the contact
information from time to time as available on its website);
12.1.2. Licensor has sole control of the defense and all related settlement negotiations; and12.1.3. Licensee provides Licensor with the assistance, information and authority necessary to performabove, reasonable out-of-pocket expenses incurred by the Licensee in providing such assistance will bereimbursed by Licensor.
12.1.

12.2.

Licensor shall have no liability for any claim of infringement based on:
12.2.1. use of a superseded or altered release of the Software if such infringement would have been
avoided by the use of a current unaltered release of the Software, or
12.2.2. the combination, operation, or use of any Software with software, programs or data notfurnished by Licensor if such infringement would have been avoided by the use of the Software
without such other software, programs or data.

In the event the Software is held or are believed by Licensor to infringe, Licensor shall have theoption, at its expense, to:12.3.1. modify the Software to be non-infringing without materially reducing the functionality;
12.3.2. obtain for Licensee a license to continue using the Software; or
12.3.3. terminate this Agreement for the infringing Software and refund the license fees paid for the
license, prorated over a five-year term from the date the Software was installed by the Licensee.
12.3.

This Paragraph 12.3 states Licensor's entire liability for infringement.
13.0

SPECIFIC DISCLAIMER FOR HIGH-RISK ACTIVITIESThe Software is not designed or intended for use in high-risk activities including, without restricting the generalityof the foregoing, on-line control of aircraft, air traffic, aircraft navigation or aircraft communications, or in thedesign, construction, operation or maintenance of any nuclear facility. Licensor and its suppliers specificallydisclaim any express or implied warranty of fitness for such purposes or any other hazardous purposes. Licensee
agrees that Licensor and its suppliers will not be liable for any claims or damages arising from the use of the
Software in such applications. Licensee represents and warrants to Licensor that Licensee will not use, distribute,install, integrate or deploy the Software for such purposes.
14.0

EXPORT CONTROL PROVISIONS

Licensee agrees to comply with all export laws and restrictions and regulations of Canada, the United States orforeign agencies or authorities, and not to export or re-export the Software or any direct product thereof inviolation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, Licensee
shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own
export of the Software from any country. By downloading or using the Software, Licensee agrees to the foregoing
and represents and warrants that it complies with these conditions.
15.0

U.S. GOVERNMENT RESTRICTED RIGHTSThe SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by theGovernment is subject to restrictions as set forth in the Defense Federal Acquisition Regulation Supplement (DFARS)
or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, asapplicable. Manufacturer is PEERNET Inc., 18 Deakin Street, Suite 208, Ottawa, Ontario, K2E 8B7.
16.0

GENERAL PROVISIONSThis AGREEMENT constitutes the entire agreement between the parties concerning the subject matter hereof. This
AGREEMENT may be amended only by writing signed by both Parties.
Severability. If any provision or part thereof of this Agreement shall be held by a court of competentjurisdiction to be contrary to law or public policy, the remaining provisions or parts thereof shall remain in full force
and effect, and the Parties shall endeavor to give effect to the Agreement as originally contemplated before theprovision or part thereof was held to be invalid or unenforceable to the maximum extent permitted by law.
16.1.

No Implied Waivers. The failure of either Party to enforce at any time any of the provisions hereof shallnot be a waiver of such provision, or any other provision, or of the right of such Party thereafter to enforce any
provision hereof.
16.2.

Governing Law. This Agreement shall be construed under the laws of Canada and the Province of Ontario,
as applicable, without regard to its principles of conflicts of law.
16.3.

Force Majeure. Neither Party shall be liable for damages for any delay or failure of delivery arising out ofcauses beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts ofGod, acts of civil or military authority, fires, riots, wars, or embargoes.
16.4.

Modifications. No amendment, changes to, or waiver of any provision of this Agreement shall beeffective unless reduced to writing and signed by authorized representatives of both Parties.
16.5.

Multiple Counterparts, Facsimile and Electronic Copies. Modifications to this Agreement may be
executed simultaneously in two or more counterparts, each one of which shall be deemed an original, but all ofwhich shall constitute one and the same instrument. Facsimile or electronic signatures shall be treated as original.
16.6.

16.7.

Time of the Essence.

Time shall be of the essence of this Agreement.

Entire Agreement. This Agreement sets forth and constitutes the entire agreement and understanding
between the Parties with respect to the Licensed Software, and supersedes all prior Agreements andrepresentations, whether oral or written, relating to the subject matter thereof.
16.8.

No Rules of Construction. The Agreement shall not be interpreted in favour or against a Party on thebasis of the existence or absence of legal representation in the case of either Party.
16.9.

Assignment. The Licensee may not assign this Agreement without the advance written consent ofLicensor whose consent may be withheld in Licensor’s sole discretion.
16.10.

Inurement. This Agreement shall be binding upon and shall inure to the benefit of both Parties and theirrespective successors and permitted assigns.
16.11.

Amounts in United States Dollars. Except as otherwise specified in this Agreement, all amounts
stated in this Agreement are in United States Dollars.
16.12.

Survival. Except as otherwise provided in this Agreement or as required by law, the provisions of thisAgreement shall survive the termination or rescission of this Agreement for any reason.
16.13.

Acknowledgement. Each Party acknowledges that it has read the Agreement, and each Party
understands and agrees to be bound by its terms and conditions.
16.14.