End-User Agreement

This end‐user license agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) and LIFECEYCLE INC. ("Company") regarding the use of Company's software entitled "TIMEREACTION" which may include user documentation provided in "on‐line" or electronic form (the "Software"). Before you accept this document carefully read the Terms and Conditions of this agreement. By accepting, you are bound by and are becoming a party to this agreement.

1. Grant of License

Subject to the payment of any applicable license fees and your compliance with the terms and conditions of this Agreement, Company hereby grants you a limited, non‐exclusive, non‐transferrable license to use the current version of the Software for internal purposes only. All rights not expressly granted under this Agreement are reserved by the Company.

2. Ownership and Intellectual Property

The Software is protected by the copyright laws of Canada and international treaty provisions. You shall not have any rights, title and interest including, patents, trade‐marks, copyrights, trade secrets and other intellectual property rights in and to the Software, including but not limited to images, photographs, animation, themes, titles, video, audio and text embodied or contained therein. If this Software contains user documentation which is provided only in "on‐line" or electronic form, you may print one (1) copy of such documentation for backup or archival purposes. You may not copy the printed materials accompanying the Software for purposes other than mentioned herein.

3. Restrictions

You may not reverse‐engineer, decompile or disassemble the Software. You may not modify, distribute , copy, adapt, translate, or create derivative works based upon the Software and all accompanying materials.

4. Termination

You and Lifeceyecle may terminate these Terms and your use of the Site at any time. If you terminate your use of the Site you must pay the fees applicable for the balance of the then current billing period (if your billing period is monthly, we will prorate your account to the nearest month‐end after termination). When your Lifeceyecle account is terminated, your User Content will, shortly thereafter, not appear on the Site

Fees and any other charges for the use of the Site are described on the Site. They may change from time to time. If we change them, we will give you at least 30 days' notice. If they do change, your continued use of the Site after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. You are responsible for all taxes applicable to the fees in any applicable jurisdiction.

5. No Warranties

The software is provided "as is" and without warranty whatsoever. You assume all risks and responsibilities for the software to achieve your intended results, and for the use of and results obtained from the software The company makes no warranty that the software will be error-free or free from interruption or failure. To the extent permitted by applicable law, company disclaims all warranties, whether expressed or implied, including but not limited to implied warranties and conditions of merchantability, for a particular purpose and non-infringement with respect to the software and the accompanying written materials.

6. Limitation of Liability

You assume the entire cost of any damage resulting from the use of the software and the information contained therein or compiled by the software. To the extent permitted by applicable law, in no event will company be liable for any damages whatsoever, including, without limitation damages for loss of business profit, business interruption, loss of business information, loss of goodwill, work stoppage, hardware or software failure, or other pecuniary loss, arising out of the use or inability to use the software, even if such party has been advised of the possibility of such damages, company makes no warranty or representation that the information or functions contained in the software will meet your requirements. Furthermore, company does not warranty that all software errors, defects or inefficiencies will be corrected, nor does company assume any liability for failure to provide support services and to correct any such error, defect or inefficiency.

You understand that under no circumstances shall company be liable for any indirect, special, accessory, exemplary or punitive damages suffered by you, any party claiming on behalf or through you, and any other third party including from or arising out of or related to this agreement and the performance or breach thereof. In no event will company's total liability to you for all damages in any one or more cause of action, whether in contract, extra contractual or otherwise, exceed the amount paid by you for the software.

7. General

(a) This Agreement is the entire Agreement between you and Company and supersedes any other communication or advertising with respect to the Software. (b) If any provision of this Agreement is held invalid, illegal or unenforceable, the remainder of this Agreement will continue in full force and effect. (c) Company may assign this Agreement and its rights and obligations hereunder without your consent or the consent of any persons you represent. (d) This Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without reference to conflict of laws principles. Each of the parties hereto irrevocably attorns to the jurisdiction to the Courts of the Province of Quebec and further agrees to commence any litigation which may arise hereunder in the Courts located in the judicial district of Montreal, Province of Quebec. (e) The parties hereto have agreed that the present Agreement and its associated documents be drawn up in English. Les parties aux présentes conviennent que le présent contrat et les documents y afférant soient rédigés en anglais.