END-USER LICENSE AGREEMENT FOR GESTISOFT INC.’S BUSINESS APP

IMPORTANT, PLEASE READ THIS AGREEMENT CAREFULLY: BY CLICKING “I AGREE” AND INSTALLING THE APP, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS END-USER LICENSE AGREEMENT (HEREINAFTER THE “EULA”). IF YOU CANNOT AGREE TO ALL OF THE TERMS IN THIS EULA, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE APP.

1)	PERMITTED USE. Subject to this EULA, and the payment by You of the fees related to Your use of the App, Gestisoft Inc. (“Gestisoft”) grants You a non-transferable, non-exclusive right to use the enclosed Gestisoft Business App, solely in executable format, for Your own internal business purposes in the country in which it was provided to You and to be used solely with either Your Gestisoft’s services, or with any other services offered through the Microsoft AppSource online store, and on-line or electronic documentation and any updates and upgrades made available to You during the term of this EULA (collectively hereinafter the “App”). 

2)	RESTRICTIONS ON USE. YOU MAY NOT use or permit third parties to use the App in any manner prohibited by this EULA. Prohibited uses, whether directly or indirectly, include, among other things: (i) transferring, sublicensing, distributing, renting, permitting concurrent use of or otherwise granting Your rights in the App or under this EULA; (ii) modifying, disassembling, reverse engineering or assembling, translating, attempt to derive its source code or object code, or creating derivative works based on the App; (iii) copying the App except to make one copy for backup purposes; (iv) providing use of the App in multiple user arrangement to users who are not individually licensed by Gestisoft other than as permitted in Section 1); and (v) use the App for any purpose other than as expressly provided for in this EULA. The App or underlying information or technology may not be downloaded or installed or otherwise exported or re-exported where prohibited by the laws of the jurisdiction in which You are located. 

3)	OWNERSHIP. Gestisoft and its licensors retain title to the App, the documentation and all copies thereof. Gestisoft retains ownership of and title to all intellectual property rights in the App, including all of its trade secrets.

4)	TERMINATION. Gestisoft may terminate this EULA if You fail to comply with any of its terms. Gestisoft’s right of termination is in addition and without prejudice to any other rights and remedies available to Gestisoft. Gestisoft may also, without prior notice, modify, suspend, limit or terminate immediately Your access to the App (or any part thereof), at any time and for any reason Gestisoft deems appropriate, at its sole and absolute discretion. In such case, Gestisoft may also terminate this EULA at its sole and absolute discretion. Gestisoft is not liable to anyone in case of any such event, no matter the motive. You may also terminate this EULA by uninstalling the App. Upon termination, Your rights to use the App shall terminate and You shall destroy all copies of the App. The provisions of Sections 2), 3), 5), 6) and 7) shall survive the termination of this EULA.

5)	WARRANTY. Gestisoft warrants for a period of sixty (60) days from the receiving of the App, and under normal conditions of use, that the App will operate substantially in accordance with its written documentation. THIS SHALL BE GESTISOFT’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. THE APP IS PROVIDED TO YOU “AS IS”. GESTISOFT DOES NOT WARRANT THAT THE APP WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, EXCEPT AS SPECIFICALLY STATED. THE APP AND DOCUMENTATION ARE PROVIDED WITHOUT ANY CONDITION, WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST ANY BREACH OR INFRINGEMENT OF INTELLECTUEL PROPERTRY RIGHTS.

6)	LIABILITY. Except as otherwise provided in Section 5) hereof, Gestisoft and its licensors disclaims all other warranties or conditions, written or oral, statutory or otherwise, express or implied. To the fullest extent permissible under applicable law, Gestisoft and its licensors and representatives will not be liable to You or any third party for any direct, indirect, special, consequential or exemplary damages whatsoever, including but not limited to loss of revenue or profit, lost or damaged data, or other commercial or economic loss, even if Gestisoft or its licensors or representatives have been advised of the possibility of such damages, except in relation to gross negligence or willful breach of this EULA by Gestisoft. No Gestisoft agent, representative or dealer is authorized to modify, extend or add to this warranty on behalf of Gestisoft and this warranty is voided in the event the program or media on which the program is supplied is subject to accident or abuse. The total liability of Gestisoft and its licensors for damages, whether in contract or tort, under or related in any way to this EULA, shall be limited to the fees paid by You to Gestisoft for the App. The exclusion of implied warranties and/or the limitation of liability is not permitted in some jurisdictions, and some or all of these exclusions may therefore not apply to You. Notwithstanding anything to the contrary, You agree to disclaim (i) all warranties by Microsoft Corporation or its affiliates (“MC”); (ii) any support services from MC; and (iii) any liability of MC for any damages, whether direct or indirect, incidental, consequential or special, as a result of the use or the installation of the App.

7)	GENERAL. You agree that this is the complete, exclusive and final statement of the agreement between You and Gestisoft relating to the subject-matter of this EULA. This EULA shall be governed and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein, regardless of conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods, if applicable; and You and Gestisoft irrevocably consent to the exclusive jurisdiction and venue of the courts of the Province of Quebec, District of Montreal, Canada for all disputes arising out of or relating to this EULA. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.

8)	WAIVER. No failure to enforce any term of this EULA shall constitute a waiver of such term in the future unless such waiver so provides by its terms. 

9)	SEVERABILITY. If any part of this EULA is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this EULA shall not be affected and same shall remain in effect.