## End User License Agreement

#### Ownership

The SoftwareShield™, SoftwareShield License Manager™, SoftwareShield Manual-Activator™, SoftwareShield ClientProtector™, SoftwareShield Web-Activator™, SoftwareShield CheckPoint License Server™, SoftwareShield COM-Activator™, IronWrapping™, IronWrap™, IronWrapper™, CodeRivets™, SoftwareShield™ and SoftwareShield™ logo, product names, software, manuals, documentation and other materials, and all copyright rights are owned by SoftwareShield Technologies Inc. Any copyright or trademark notices, product identification marking or description, or notices of proprietary restrictions may not be removed.

#### License Grant

By using the software from diskette or electronic download, you agree to be bound by the terms and conditions of this License Agreement. If you do not agree with the terms of this License Agreement, promptly return the software, manuals, documentation, or other materials to the place you obtained them for a full refund.

SoftwareShield Technologies Inc. hereby grants you (for the Professional Edition only) a non-exclusive, nontransferable license to use this software product as described in the user manual on one (1) Central Processing Unit only. You may only use the Professional Edition to protect and license one (1) host application. You may not transfer the Professional Edition to any other Central Processing Unit. You may not adapt, translate, reverse engineer, de-compile, or disassemble the software. You are not acquiring any rights of ownership in the software, manuals, documentation or other materials. You may not use the SoftwareShield Web-Activator with the Professional Edition. You may not use the SoftwareShield CheckPoint License Server with the Professional Edition. You may not use the SoftwareShield COM-Activator with the Professional Edition. You may not use any IronWrap features with the Professional Edition.

SoftwareShield Technologies Inc. hereby grants you (for the Enterprise Edition only) a non-exclusive, nontransferable license to use this software product as described in the user manual on a limited number of Central Processing Units (equal to as many licenses as are purchased) within your organization only. You may use the Enterprise Edition to protect and license an unlimited number of host applications. You may not adapt, translate, reverse engineer, de-compile, or disassemble the software. You are not acquiring any rights of ownership in the software, manuals, documentation or other materials. You may not make illegal copies of the software for distribution to any individual of corporation, including but not limited to any related, associated, sister or owned companies or affiliates. You may not use the SoftwareShield Web-Activator with the Enterprise Edition. You may not use the SoftwareShield CheckPoint License Server with the Enterprise Edition. You may not use any IronWrap features with the Professional Edition.

SoftwareShield Technologies Inc. hereby grants you (for the Server Edition only) a non-exclusive, nontransferable license to use this software product as described in the user manual on a limited number of Central Processing Units (equal to as many licenses as are purchased) within your organization only. You may use the Server Edition to protect and license an unlimited number of host applications. You may not adapt, translate, reverse engineer, de-compile, or disassemble the software. You are not acquiring any rights of ownership in the software, manuals, documentation or other materials. You may not make illegal copies of the software for distribution to any individual of corporation, including but not limited to related companies or affiliates. You may not use any IronWrap features with the Professional Edition.

SoftwareShield Technologies Inc. hereby grants you (for the IronWrap Edition only) a non-exclusive, nontransferable license to use this software product as described in the user manual on a limited number of Central Processing Units (equal to as many licenses as are purchased) within your organization only. You may use the IronWrap Edition to protect and license an unlimited number of host applications. Royalties will be negotiated at time of sale and royalties will be due to SoftwareShield Technologies Inc. based upon an addendum of royalty terms to this EULA. You may not adapt, translate, reverse engineer, de-compile, or disassemble the software. You are not acquiring any rights of ownership in the software, manuals, documentation or other materials. You may not make illegal copies of the software for distribution to to any individual of corporation, including but not limited to related companies or affiliates.

#### License Renewal

You may choose to pay an annual maintenance fee to maintain technical support and upgrades to the latest version of the software you are licensing.

The entire ClientProtector COM server control may be distributed in conjunction with your applications without payment of an additional license fee.

Royalties will apply to all applications protected using IronWrapping technology or the IronWrapping Edition. These royalties will be payable to SoftwareShield Technologies Inc. by you at a negotiated rate and schedule as set out in an addendum to the EULA.

The SoftwareShield License Manager is allowed to run on a limited number of Central Processing Units (as many seats as are purchased). You may purchase additional seats at any time.

#### Copying Prohibited

The software, manuals and documentation are protected by Canadian, US and international copyright laws and international treaty provisions. They may not be copied, except that one (1) copy of the software may be made for backup or archival purposes. Any other copying is prohibited.

#### Limited Warranty

SoftwareShield Technologies Inc. warrants for a period of thirty (30) days from the date of purchase that the magnetic media is free from defects in materials and workmanship under normal use and that the computer program will perform substantially in accordance with the user manual.

Any defective item must be returned, shipping prepaid, with proof of date of purchase such as receipt or invoice, during the warranty period to SoftwareShield Technologies Inc., #240 - 375 Water St. Vancouver, BC, Canada, V6B 2M8. The defective item must be received by SoftwareShield Technologies Inc. no later than thirty (30) days after the end of the warranty period.

SOFTWARESHIELD TECHNOLOGIES INC. MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED OF ANY KIND OR NATURE WHATSOEVER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES.

#### Limitation of Liability

SoftwareShield Technologies Inc.'s liability for damages resulting from use of the computer program shall not in any event exceed the amount of license fees paid by you to SoftwareShield Technologies Inc. under this License Agreement.

SoftwareShield Technologies Inc. shall not in any case be liable for damages incurred by third party users of applications that incorporate SoftwareShield's ClientProtector, IronWrapping and/or SoftwareShield software licensing functions of any kind. Your implementation of SoftwareShield ClientProtector and/or SoftwareShield software licensing functions including, but not limited to, IronWrapping, is in no way influenced by SoftwareShield Technologies Inc. its officers, employees or agents.

SOFTWARESHIELD TECHNOLOGIES INC. SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR OTHER SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE, MANUAL, DOCUMENTATION, OR OTHER MATERIALS, EVEN IF SOFTWARESHIELD TECHNOLOGIES INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

#### Breach of Agreement - Termination

Any breach of one or more of the provisions of this License Agreement shall result in immediate termination of the License. You shall then immediately discontinue use and return all copies of the software, manuals and documentation to SoftwareShield Technologies Inc. or supply a certificate of destruction of all copies. All provisions of this License Agreement that protect the rights of SoftwareShield Technologies Inc. including but not limited to maintaining confidentiality, shall survive termination.

#### General

You are responsible for compliance with all laws and regulations governing export outside Canada of any product containing the software, such as obtaining and renewing licenses or permits and financial reporting obligations.

This License Agreement shall be construed, interpreted and governed by the laws of the province of British Columbia of Canada without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate national/federal or provincial court sitting in British Columbia, Canada. This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.

The headings used are for convenience only.