END USER LICENSE AGREEMENT DIVESTCO INC. PLEASE READ THIS AGREEMENT CAREFULLY. This is a license not a sale. We, Divestco Inc. ("Divestco"), continue to own the software (the "Divestco Software") and the data ("Divestco Data") that you access through this website (collectively referred to as the "Divestco Products") The Divestco Products are provided under the terms of this license agreement which states what you may and may not do with the Divestco Product and contains limitations on warranties and remedies. By this license, you do not acquire a license of any of the intellectual property rights in the Divestco Products except as expressly granted for your downloading, access and/or use of the Divestco Products. 1. LICENSE We are willing to license the Divestco Products to you on the condition that you accept all of the terms of this License Agreement. You accept and agree to be bound by this License Agreement by selecting "YES" below. If you do not accept all of these terms, select "NO" in which case your download or access will be cancelled and you will not be able download or use or access the Divestco Products. 2. PERMITTED USES 2.1 We, Divestco, hereby grant to you, the customer, a non-exclusive license to download, access and use the Divestco Products on the terms and conditions of this License Agreement. Unless the activity is expressly permitted, you cannot do it. 2.2 You may: (a) allow one designated user to use the Divestco Products for your own internal purposes, provided that such designated user is employed or under contract to you, on any contract which is under the control of that designated user. Any contractor, before becoming a designated user, must agree to be bound by the terms of this Agreement. The designated user may move the Divestco Products from one computer to another, provided that they are all moved at the same time and that the designated user is the only user of the Divestco Products. Herein "internal purposes" means use in the ordinary course of your business; you may use the Divestco Products in a joint venture where you are required to use them as part of your duties under the joint venture, but you shall not use the Divestco Products in a service or joint venture, a material purpose of which is to generate revenues from the provision of the Divestco Products. (b) make a copy of the Product for backup or archival purposes. 3. PROHIBITED USES 3.1 You may not do anything with the Divestco Products that is not expressly permitted. In particular, you may not: (a) modify, transcribe, or part with possession, display, loan, assign, mortgage, charge or otherwise grant a security interest in, license or sub-license, in whole or in part, temporarily or permanently in any or all of the Divestco Products; (b) use the Divestco Products in a computer service business, network, time sharing, service bureau, interactive cable television, multiple central processing unit or multiple user arrangement to users who are not individually licensed by Divestco; (c) use the Divestco Products or output therefrom for the direct benefit of any third party, nor charge or receive, either by direct or indirect payment or by trade of services, compensation or fees from the use of the Divestco Products or output therefrom; (d) alter, remove or destroy any copyright, trade secret or other proprietary markings or confidentiality legends or notices placed upon or contained within the Divestco Products; (e) translate , reverse engineer, modify, adapt, create derivative works, decompile or disassemble any part of the Divestco Products. 4. PAYMENT 4.1 Prices. You will pay to Divestco all applicable charges associated with downloading, accessing and using the Divestco Products at the rates set out in the most current price schedule as published on our website from time to time. Prices are subject to change at our discretion. Revised prices will be effective immediately upon publication on our website. 4.2 Taxes. The prices referred to in this Agreement do not include applicable sales, excise, goods and services, utility or similar taxes which will be paid by the Customer. 4.3 Payment. All invoices issued by Divestco are payable upon receipt. If payment is not received by Divestco within 30 days from the date of the invoice, then interest will accrue on the outstanding balance of the invoice at the rate of 18% per annum from the date of the invoice until paid. 5. UPGRADES 5.1 You acknowledge that Divestco may, from time to time, issue upgraded versions of the Divestco Products, and may automatically and electronically upgrade the version of the Divestco Products which you are using on your computer. You consent to such automatic upgrading, and agree that the terms and conditions of this Agreement (as may be amended from time to time by notices posted on our website) will apply to all such upgraded versions. 6. PROPRIETARY RIGHTS, PROTECTION OF DATA, AND NON DISCLOSURE 6.1 Acknowledgement. You acknowledge that the Divestco Products and all patent intellectual property rights relating thereto: (a) are and shall at all times remain the exclusive and valuable property of Divestco; (b) embody substantial creative efforts and trade secrets, confidential information, ideas and expressions which are proprietary trade secrets of Divestco; and (c) are furnished and disclosed by Divestco to you on a strictly confidential basis under the relationship of utmost confidence and trust. 6.2 Protection of Data. You shall implement security and protection systems, in keeping with reasonable and current industry standards, to prevent unauthorized access to the Divestco Products and shall implement upgrades to such systems as are required to maintain adequate security. You shall not disclose, provide, or otherwise make available the Divestco Products in any form to any person, firm, corporation or other entity except to individuals for purposes specifically related to the authorized use of the Divestco Products. Further, you shall inform all of your customers and agents that the Divestco Products are subject to restrictions on its use imposed by this Agreement. 6.3 Non-Disclosure. Except as otherwise provided in this Agreement, you will not disclose the Divestco Products or any part thereof, licensed hereunder in any form to any third party without the prior written consent of Divestco. You will take all reasonable steps to protect and safeguard the Divestco Products licensed hereunder from disclosure and to assure that no person authorized to have access to any of them will take any action with respect thereto which is prohibited herein. 6.4 Customer Obligations. You acknowledge and agree that you shall have the sole liability for errors or problems occurring during the process of downloading, accessing or using the Divestco Products which may result in your information being insecure, incomplete or inaccurate. 7. WARRANTY 7.1 Divestco warrants it has the right to provide the Divestco Products to you. 8. LIMITED WARRANTY TO THE EXTENT PERMITTED BY LAW, Divestco AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. In addition Divestco disclaims any warranty of accuracy or completeness of the Divestco Products. If the Divestco Products malfunctions or fails to perform for an unreasonable period of time or if you are unable to properly access the Divestco Products, your exclusive remedy and our only obligation to you is to provide you with further access to the Divestco Products to permit you to reiterate or repeat your transaction or operations during which the malfunction or failure occurred at no cost to you for such access. We will use reasonable measure to correct any defect in the Divestco Software or Divestco Data but do not warrant that any such defects will be remedied. 9. LIMITATION OF LIABILITY 9.1 Divestco's liability for any claim arising out of your use or inability to use or access the Divestco Products, in all or in part, whether such claim is based in contract or tort, including negligence, is limited to the amount that you have paid to us in the past three months. IN NO EVENT SHALL Divestco BE LIABLE TO YOU FOR DIRECT, INDIRECT, SPECIAL, OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OR ACCESS OF THE Divestco PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF WE HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. GOVERNING LAW AND GENERAL PROVISIONS 10.1 This License will be governed by the laws in force in the Province of Alberta, Canada, excluding the application of its conflict of laws rules. This License will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this License is found void and unenforceable it shall be deleted and the balance of the License shall remain valid and enforceable according to its terms. You agree that the Product will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable export laws, restrictions or regulations. This License may only be modified in writing signed by an authorized officer of Divestco. If you acquired this Product in Canada, you agree to the following: The parties hereto have expressly required that the present agreement be drawn up in the English language. / Les parties aux présentes ont expressement éxige que la présente convention soient rédigées en langue anglaise. 11. NOTICE TO U.S. GOVERNMENT END USERS 11.1 You may not download or access the Divestco Software if you are a U.S. government end user. 12. AMENDMENTS 12.1 Divestco may amend these terms and conditions at any time by notice on its website, which shall be binding upon you; accordingly, we urge you to visit our website periodically to review the then current and effective terms and conditions for use of the Divestco Products, as well as the Divestco website and service. You may not revise or amend these terms and conditions without the prior written consent of an officer of Divestco. Certain provisions of these terms and conditions may be superceded by expressly designated legal notices or terms located in the Divestco website. 13. NO WAIVER 13.1 No delay for failure to take action under these terms and conditions will constitute a waiver by Divestco unless expressly waived in writing by a duly authorized officer of Divestco. 14. ACCEPTANCE 14.1 BY SELECTING "YES" BELOW OR BY INSTALLING THE Divestco PRODUCT ON YOUR COMPUTER, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ ALL THE FOREGOING PORTIONS OF THIS AGREEMENT, ACCEPT THAT IT IS YOUR EXCLUSIVE RESPONSIBILITY TO COMPLY WITH ALL COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS IN YOUR USE OF THE Divestco SOFTWARE, AND THE CONSEQUENCES OF FAILURE TO OBEY APPLICABLE LAWS IN YOUR USE OF Divestco SOFTWARE. IF YOU DO NOT SO AGREE, YOU MAY SELECT "NO" BELOW WITHOUT ANY PENALTY OR OBLIGATION TO Divestco. Note: You must Agree to the End User License Agreement in order to Register. Agree? YES NO