INTERPRISE USER AGREEMENT

This Agreement was last modified on July 5, 2011.

THIS USER AGREEMENT (THIS "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES (AS DEFINED BELOW) AND IS AN AGREEMENT BETWEEN INTRINITY INCORPORATED, COMMONLY DOING BUSINESS AS INTERPRISE SOFTWARE ("We", "Us" or "Our") AND YOU (BEING, THE INDIVIUDAL ENTERING INTO THIS AGREEMENT) ("You" or "Your"). THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK AN "I AGREE" BUTTON OR CHECK BOX PRESENTED WITH THIS AGREEMENT AND/OR CLICK THE APPLICABLE BUTTON TO COMPLETE THE ACCEPTANCE PROCESS (the "Effective Date"). IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, DO NOT CLICK THE "I AGREE" BUTTON OR CHECK BOX PRESENTED WITH THIS AGREEMENT AND DO NOT CLICK THE APPLICABLE BUTTON TO COMPLETE THE ACCEPTANCE PROCESS.

We reserve the right at any time to modify this Agreement and to impose new or additional terms or conditions on Your use of the Services. Such modifications or additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Services will be deemed acceptance of this Agreement as modified. Please consult this Agreement regularly.

1. 1. DEFINITIONS. Capitalized terms used in this Agreement, and not otherwise defined in this Agreement shall have the following meanings:
1. 1.1 "Instruction" means an instruction relating to the Services that is communicated to Us by You using any means including, but not limited to, telephone, e-mail or through the Services.
2. 1.2 "Personal Information" means any information that identifies an individual or for which it is reasonably foreseeable in the circumstances that it could be utilized, either alone or with other information, to identify an individual, recorded in any form.
3. 1.3 "Privacy Policy" means the privacy policy currently referenced at http://www.interprisesoftware.com/privacy_policy.html as it may be updated by us from time to time, and which is incorporated into this Agreement by reference.
4. 1.4 "Services" means Our proprietary supply chain management software that underlies and powers a Site (as defined below) or any other services provided by Us to You in accordance with this Agreement.
5. 1.5 "Site" means a website that is administered or maintained, either in whole or in part, by a party other than Us, and which interoperates with the Services.
6. 1.6 "Your Data" means any data, information, text, images or other content or materials of any nature recorded in any form whatsoever disclosed or provided to Us by You in the course of using the Services or in connection with the Services, including, without limitation, Personal Information or all information generated by Your use of the Services.
2. 2. SERVICES
1. 2.1 Nature of the Services.
1. (a) Scope. Sites do not form part of the Services. We make no representations or warranties about the content, completeness or accuracy of any Sites. Your access and use of a Site may be subject to the terms of a separate agreement between You and the owner/operator of a Site (a "Site Provider"). We do not endorse nor accept any responsibility for any products, services, materials, or other information contained in/on or available through any Sites. Unless otherwise stated, the fulfillment of any transactions (commercial or otherwise) on or through a Site is the responsibility of the Site Provider. You acknowledge that We have no obligation whatsoever to furnish any maintenance and/or support services to You with respect to any Sites.
2. (b) Disputes. You acknowledge and agree that any dispute that You may have with any Site Provider, other users of the Sites or any other user of the Services, is between You and such party. Furthermore, You release Us and Our officers, directors, agents, parents, subsidiaries, legal representatives and employees from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
2. 2.2 License Grant. The Services shall be made available to You from systems used by Us to host the Services including, but not limited to, third party hosting facilities (collectively, the "System").
1. (a) Subject to the terms and conditions of this Agreement, We grant You a non-transferable, non-exclusive, non-sublicensable and limited right (the "Subscription Right") to access and use the Services including, without limitation, to access and retrieve Your Data, via the Internet during the duration of this Agreement.
2. (b) Notwithstanding Section 2.2(a), it is acknowledged by Us that certain software components of the Services ("Components") that are from time to time identified by Us must be loaded on Your servers or computers (as applicable) in order for the Services to function. Accordingly, subject to all of the terms and conditions of this Agreement, during the duration of this Agreement, We hereby grant to You and You hereby accept a fully non-exclusive, non-transferable license to: (i) load the Components on Your servers or computers (as applicable) and to operate and use the Components solely in combination with the remainder of the Services for Your own internal purposes only.
3. (c) Unless otherwise specified by Us in a separate license, Your right to use any software, data, documentation or other materials that You access or download through the Services is subject to this Agreement.
3. 2.3 Accounts. You shall access the Services by means of a specific account ("Your Account"). You may not share or otherwise allow anyone else to use Your Account. You are solely responsible for the confidentiality and use of Your Account. You may not transfer Your Account to any third party without Our prior written approval. You acknowledge and agree that in no event shall We be liable, directly or indirectly, to You for any loss or damage as result of any activity under any Your Account. We reserve the right to refuse service, terminate accounts, remove or edit content associated with the Services in Our sole discretion.
4. 2.4 Instructions. You acknowledge and agree that each Instruction given by You to Us is final and You agree that You will be liable for the transactions and performances that are conducted based on all Instructions, and any damages, losses and expenses that may arise therefrom. You further agree that We may maintain a database of Instructions as a record against which transactions and performances were completed.
5. 2.5 Compliance with law and this Agreement and Your Responsibilities. You shall: (i) use the Services only in accordance with this Agreement and applicable laws and government regulations; (ii) notify Us immediately of any unauthorized use of Your Account or any other known or suspected breach of security; (iii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquire Your Data; (iv) not use the Services in any way that is illegal, fraudulent, abusive, or interferes with another's use of the Services or otherwise interferes with the Services of the System; or (v) not use the Services to invade another person's privacy, or to collect or store Personal Information without applicable consent from that person or unless You are otherwise authorized to do so.
6. 2.6 Certain Use Guidelines/Prohibitions. The Subscription Right is granted to You solely for Your own personal or internal use. You shall not, directly or indirectly, do any of the following acts: (i) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying algorithms of any of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit the Services or make any of the Services available to a third party; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) publish or disclose to third parties any evaluation of the Services; (vi) create any link to the Services or frame or mirror any content contained or accessible from the Services; (vii) wilfully tamper with the Services, the System or the accounts of other users of the Services; (viii) knowingly access data on the Services not intended for You; (ix) log-in to a server or account on the Services that You know that You are not authorized to access; (x) attempt to probe, scan or test the vulnerability of the Services or the System or to breach any of Our security or authentication measures; (xi) wilfully render any part of the Services or the System unusable; (xii) use, transmit, disseminate or otherwise make available content on or through the Services that is unlawful, threatening, abusive, libellous, slanderous, defamatory or otherwise offensive or illegal; (xiii) transmit, disseminate or otherwise make available objectionable information in connection with the Services; (xiv) transmit, disseminate or otherwise make available on or through the Services information protected by copyright, or other proprietary or contractual right, or related derivative works, without obtaining prior permission of the copyright owner or rights holder; or (xv) violate any local, provincial, state, federal or foreign law, treaty, regulation or convention applicable to You in connection with Your use of the Services.
7. 2.7 Personal Information. In the event that You disclose or transfer Personal Information to Us for processing, You represent, warrant and covenant to Us that: (i) You are solely and exclusively responsible for the collection, accuracy and completeness of Personal Information disclosed, or provided, to Us; and (ii) all Personal Information disclosed to Us has been or will be collected and disclosed in accordance with all applicable laws. You hereby grant to Us the right to collect, store and use any such Personal Information for the purposes of providing the Services to You. You will promptly respond to enquiries concerning any Personal Information provided to Us and will promptly address all enquiries concerning such information. You further represent and warrant that You have obtained and will continue to obtain all necessary consents from those individuals whose Personal Information is disclosed or transferred to Us to grant the Personal Information rights herein to Us.
8. 2.8 Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You other than as expressly set forth in this Agreement.
9. 2.9 Your Data. Any of Your Data that is provided to or through the Services is and shall be owned by You and/or Your respective licensors. We require certain license rights from You to Your Data to provide the Services. You hereby grant to Us a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, sublicense, distribute, perform, and display Your Data solely on and through the Services and to analyze Your Data and create aggregate research, data and other analysis, reports, products and information based on Your Data.
10. 2.10 Protection of Your Data.We will not disclose Your Data, except: (i) if You expressly authorize us to do so in connection with Your use of the Services; (ii) as necessary to provide the Services to You; or (iii) to comply with this Agreement or the request of a governmental or regulatory body, subpoenas or court orders. We shall use all reasonable efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not modify or access Your Data except to provide the Services or prevent or address service or technical problems, in connection with Section 2.9, or at Your request or in connection with customer support matters.
11. 2.11 Suggestions. You acknowledge and agree that any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the Services (collectively, "Submissions") shall become Our sole property. We shall own exclusive rights, including all intellectual property rights, in and to all Submissions. We shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to You. In the event that any intellectual property rights in and to Submissions vests, or has vested in You, You hereby assign to Us all of Your right, title and interest in Submissions and You hereby waive to and in favour of Us any of Your moral rights in and to Submissions.
12. 2.12 Federal Government End Use Provisions. If Your use of the Services is in connection with, or otherwise related to, any United States federal government end use, then the license to use the Services set forth in Section 2.1 shall also be subject to, and in accordance with, the following: United States federal government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation) as each may be amended from time to time. Any rights not expressly conveyed in this Agreement, must be negotiated with Us and set out in a separate agreement.
13. 2.13 Third Party Websites. Please note that certain links on or made available through the Services may take You to websites or other resources which are not created or controlled by Us, are not Sites or are wholly independent from Us (collectively, "Linked Sites"). Therefore, We have no control over any of the products, services, materials, or other information contained in/on or available through these third party websites. Access to any third party websites through the Services, regardless of whether the third party website is a Linked Site or not, is entirely at Your own risk. We make no representations or warranties regarding, nor endorse, any Linked Sites or the information appearing thereon or any of the products or services described thereon.
3. 3. INDEMNIFICATION
1. 3.1 Indemnification by You. You shall indemnify and hold Us harmless, on a full indemnity basis, from and against any claim, loss, demand, suit, or proceeding ("Claim") resulting from or arising out of or otherwise in connection with: (i) any breach of a representation, warranty or covenant made by You; (ii) any breach of any of Your obligations under this Agreement or violation of applicable law; (iii) any Claim made or brought against Us by a third party alleging that Your Data or Your use of the Services is in violation of this Agreement, infringes or misappropriates any rights of a third party including, without limitation, intellectual property rights or privacy rights, or otherwise violates applicable law; or (iv) any dispute between You and any other user of the Services or a Site Provider. If We are obligated to respond to a third party subpoena or other compulsory legal order or process in connection with any of the foregoing, You will also reimburse Us for all reasonable legal fees, as well as Our employees' and contractors' time and materials spent responding to the third party subpoena or other compulsory legal order or process at Our then-current hourly rates.
4. 4. WARRANTIES AND DISCLAIMERS
1. 4.1 Security Disclaimer. We have implemented Appropriate Security Measures (as defined below) and, when applicable, maintain the Services at reputable third party service providers and hosting facilities. You acknowledge and agree that, notwithstanding such Appropriate Security Measures, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services, the System or Your Data. ACCORDINGLY, WE CANNOT AND DO NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. "Appropriate Security Measures" means commercially reasonable technical, physical and procedural controls to protect Your Data against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by Us, whether by accident or otherwise.
2. 4.2 Data and Access Disclaimer. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, THE FAILURE TO STORE, THE MISDELIVERY, OR THE UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. WE DISCLAIM ANY RESPONSIBILITY FOR ANY LOST OR DELETED DATA CAUSED BY OUR MAINTENANCE OF THE SERVICES OR THE TECHNOLOGY THAT UNDERLIES THE SERVICES, FAILURES OF OUR SERVICE PROVIDERS (INCLUDING TELECOMMUNICATIONS, HOSTING, AND POWER PROVIDERS), COMPUTER VIRUSES, NATURAL DISASTERS OR OTHER DESTRUCTION OR DAMAGE OF OUR FACILITIES, ACTS OF NATURE, WAR, CIVIL DISTURBANCE, OR ANY OTHER CAUSE BEYOND OUR REASONABLE CONTROL.
3. 4.3 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, YOUR ACCESS AND USE OF THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". THERE ARE NO WARRANTIES OR CONDITIONS (WHETHER IMPLIED OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) FOR ANY OF THE SERVICES OR THE SYSTEM. WE DISCLAIM ALL STATUTORY WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE, WHETHER PARTICULAR, SPECIFIC OR OTHERWISE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF ANY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
5. 5. LIMITATION OF LIABILITY
1. 5.1 Limitation of Liability. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE SUM OF FIFTY DOLLARS ($50) CANADIAN.
2. 5.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Because some jurisdictions do not allow limitation of liability in certain instances, portions of the above limitations set forth in this Section 5 may not apply to You.
6. 6. TERM AND TERMINATION
1. 6.1 Term of Agreement. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated in accordance with its terms.
2. 6.2 Termination. We may, in Our sole discretion, terminate or suspend Your access to all or part of the Services at any time, with or without notice, for any reason, including, without limitation, as a result of any breach of this Agreement by You. We shall not be liable to You for any termination of access to the Services or cancelation of Your Account.
3. 6.3 Effect of Termination. Upon the termination of this Agreement: (i) Your access to the Services shall be terminated; and (ii) Your Data may be irretrievably deleted.
4. 6.4 Surviving Provisions. Any terms and conditions of this Agreement which by their nature extend beyond the termination or expiry of this Agreement shall survive the termination or expiry of this Agreement, including, without limitation, Sections 2.1(b), 2.3, 2.4, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 3.1, 4, 5, 6.2, 6.3, 7 and 8. All representations and warranties made by You in this Agreement shall survive termination of this Agreement.
7. 7. MISCELLANEOUS
1. 7.1 Agreement to Governing Law and Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province without regards to conflict of laws principles. The parties hereby expressly and irrevocably attorn to the non-exclusive jurisdiction of the courts in the Province of Ontario. The parties specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods.
2. 7.2 Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
3. 7.3 Internet Delays. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
8. 8. GENERAL PROVISIONS
1. 8.1 Entire Agreement. This Agreement must be read together with any other existing and future agreements that You have with Us and any terms, conditions or disclaimers provided by Us in connection with the Services, including, without limitation, Our Privacy Policy. If there is a conflict between a provision in this Agreement and a provision in any other agreement between You and Us, the provision of such other agreement will apply to the extent necessary to resolve the conflict. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
2. 8.2 Export Compliance. Each party shall comply with the export laws and regulations of Canada, the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports.
3. 8.3 Force Majeure. Neither party to this Agreement shall be liable to the other for any failure or delay in performance by circumstances beyond its control, including but not limited to, acts of God, fire, labour difficulties, governmental action or terrorism, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.
4. 8.4 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between You and Us.
5. 8.5 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
6. 8.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
7. 8.7 Legal Fees. You shall pay on demand all of Our reasonable legal fees and other costs incurred by Us to collect any Fees or charges due Us under this Agreement.
8. 8.8 Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent (not to be unreasonably withheld).
9. 8.9 Headings and References. The division of this Agreement into sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular section, subsection or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to "Sections" are to sections, subsections and further subdivisions of sections of this Agreement.