IMPORTANT - READ CAREFULLY

This End User License Agreement (“Agreement”) is a legal agreement between you the (“Company”) and Petrotranz Inc. (“Petrotranz”) for the Petrotranz software product identified above which includes computer software and may include: installation media, computer software updates, translations, enhancements or other modifications, Internet-based services, printed materials, and online or electronic documentation (“Software”).

Petrotranz is willing to license use of the Software to you on the condition that you accept all of the terms of this Agreement. If you do not accept any term of this Agreement, you cannot use the Software.

By clicking on the “I AGREE” button at the bottom of this window, you are consenting to be bound by this Agreement and you will be permitted to use the Software. If you do not accept any term of this Agreement, click the “CANCEL” button, in which case you will not be permitted to use the Software and will exit from this process.

1. License and Use of Software.

   1. This is a limited use license, not a sale of Software. Petrotranz retains all rights, title, ownership, and interest in and to the Software and any and all intellectual property rights to the Software. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the Software.
   2. Petrotranz hereby grants to Company a non-exclusive, non-transferable license to gain access to and use the Software.
   3. The Company may not do anything with the Software that is not expressly permitted. The Company may:
      1. gain access to the Software only through the Company accounts as assigned by Petrotranz;
      2. make copies of the written materials accompanying the Software to the extent reasonably necessary for the Company to use the Software in accordance with the terms of this Agreement.
   4. The Company shall not at any time sell, sub-license, publish, transfer, rent, lease, lend, or gift any copy of the Software in any form or manner without the expressed written consent of Petrotranz.
   5. Company shall not do anything to defeat any security measures Petrotranz may use to prevent unauthorized use or copying.
   6. The Company may not use or permit the use of the Software, or any part thereof, in or in association with any infringing, or illegal activity.
   7. The Company agrees that the Software shall not be shipped, transferred or exported into any country or used in any manner prohibited by the United States or Canadian governments or any other applicable export laws, restrictions or regulations.
   8. Company acknowledges that the Software including its structure, sequence, organization, code, graphic design, and documentation contains valuable and proprietary trade secrets of Petrotranz. The Company shall not do anything, whether by way of reverse engineering, disassembling, decompiling, translating, or otherwise decoding that is intended to reveal the source code of the Software where it has not been provided by Petrotranz.
   9. Petrotranz has no duty or obligation to monitor use of the Software. However, Petrotranz reserves the right to monitor the use of the Software electronically from time to time, including for technical or operational requirements, or to disclose any information necessary to satisfy any laws, regulations or other governmental request, or to protect Petrotranz or others, as it deems necessary.
   10. As notice to U.S. Government End Users, the Software and all its components are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users:
       1. only as Commercial Items; and
       2. with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

2. Confidentiality.

   1. “Confidential Information” means information marked or otherwise identified in writing by the disclosing party as proprietary or confidential or that, under the circumstances surrounding the disclosure, ought, by its nature, to be recognized as proprietary or confidential. It includes, but is not limited to each Party's business, financial, marketing, production, customers, pricing, negotiated contract terms, and software product plans, features, designs, algorithms, data models, customer research, and technical data. Confidential Information does not include information which:
      1. the recipient developed independently;
      2. the recipient knew before receiving it; or
      3. is or becomes subsequently available or is received from another source, in both cases other than by a breach of an obligation of confidentiality.
   2. Specific terms and conditions of this Agreement including any detailed discussions or negotiations preceding this Agreement shall be treated as Confidential Information.
   3. For a period of three (3) years after disclosure, each Party shall retain in confidence any Confidential Information and shall use any Confidential Information of the other Party only for the purposes of this Agreement. Each Party shall take all reasonable precautions (and in any event precautions that are no less than those used to protect its own confidential data) to preserve the confidentiality of the other Party's Confidential Information. The provisions with respect to Confidential Information shall survive termination of this Agreement.
   4. Each Party agrees to return or destroy Confidential Information upon request of the disclosing party, including all copies, devices, graphics, writings, and information in other tangible forms containing any of the Confidential Information received from the other Party.
   5. Each Party is free to develop products and services independently without the use of the other party's Confidential Information. This Agreement does not offer nor grant to either Party any rights or interest in any of the intellectual property of the other Party other than the right to use the Confidential Information in the manner and to the extent authorized by this Agreement.
   6. The recipient may disclose Confidential Information from the other Party only:
      1. to assert its rights hereunder;
      2. with the prior written consent of the other Party;
      3. on a "need-to-know" basis to its own officers, employees, directors, and professional advisers, prospective investors or acquirers in connection with a pending investment in or acquisition of such Party, and under an obligation of confidentiality no less stringent than as set forth herein, as required by law or generally accepted accounting practices; and
      4. if the recipient is ordered to disclose the Confidential information pursuant to a judicial or governmental request, requirement or order, in which case the recipient shall promptly notify the other Party and take reasonable steps to assist the Party in contesting such request, requirement, or order or in otherwise in protecting the Party's rights prior to disclosure.
   7. Each Party acknowledges that the disclosure of any Confidential Information, except as expressly permitted by this Agreement, shall cause irreparable injury for which the injured Party may not have an adequate remedy at law. Accordingly, either Party may obtain injunctive relief against the breach or threatened breach of any of the foregoing undertakings without posting a bond or other security in addition to any other legal remedies that may be available.

3. Customer Data.

   1. “Customer Data” means specific data maintained within the Software which is indicated to be confidential or proprietary by the Customer. Petrotranz shall take all reasonable precautions (and in any event precautions that are no less than those used to protect its own confidential data) to preserve the confidentiality of the Customer Data. Petrotranz shall not disclose it nor authorize its disclosure or communicate it in any manner whatsoever to any third party, other than Pandell Technology Corporation which does development and support for Petrotranz products, without the Customer's prior written consent in each case. This shall not preclude Petrotranz from providing consolidated industry statistical reports to its customers as generated from consolidating information using the Customer Data and data from other customers or users providing Petrotranz maintains the confidentiality of the Customer Data.

4. Warranty.

   1. Petrotranz warrants that:
      1. the Software shall substantially conform to the documentation as provided by Petrotranz and as updated from time to time; and
      2. Petrotranz has no knowledge that any part of the Software provided by or to the Company infringes on any intellectual property rights held by any other person.
   2. Except for express warranties stated in this Agreement, the Software is provided by Petrotranz to the Company without any warranty or condition of any kind, including any warranty or condition implied by law, and the entire risk as to satisfactory quality, performance, accuracy and efforts is the Company’s. EXCEPT AS SPECIFICALLY PROVIDED IN THESE STANDARD TERMS AND CONDITIONS, THE FOLLOWING WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED:
      1. ANY WARRANTY, REPRESENTATION OR CONDITION THAT THE SOFTWARE PROVIDED TO THE COMPANY SHALL MEET THE COMPANY’S REQUIREMENTS;
      2. ANY WARRANTY, REPRESENTATION OR CONDITION THAT THE SOFTWARE PROVIDED SHALL BE ERROR FREE OR ITS USE SHALL BE UNINTERRUPTED; and
      3. ANY IMPLIED WARRANTY, REPRESENTATION OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF ANY OF THE SOFTWARE PROVIDED BY PETROTRANZ TO THE COMPANY.

5. Limitation of Liability.

   1. The fees charged by Petrotranz reflect the allocation of risk herein and the limited recourse to Petrotranz provided for in this Agreement. To the maximum extent permitted by applicable law, in no event shall Petrotranz be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of our provision or inability to provide any of the Software, the Company's use of or inability to use any of the Software, or that results from mistakes, omissions, interruptions, deletion or corruption of files, errors, defects, delays in properties or transmission or failure of performance, even if Petrotranz have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights, or otherwise. IN NO EVENT SHALL PETROTRANZ BE LIABLE TO THE COMPANY FOR ANY CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A PETROTRANZ REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. Petrotranz’s liability for any claim concerning its performance or non-performance pursuant to, or in any way relating to, the subject matter of this Agreement, regardless of the form of action, whether in contract or in tort, including negligence or strict liability, shall be limited to the amounts paid by the Company, if anything, to Petrotranz on account of the license of the Software in the previous 12 months.

6. Indemnification.

   1. The Company agrees to indemnify and hold harmless Petrotranz and their respective officers, directors, employees, agents, successors and assigns from and against any and all judgments, losses, damages, liabilities, costs or expenses (including reasonable attorneys' fees and legal expenses) of any kind arising from or relating to the Company's breach of this Agreement or the Company's misuse of the Software.

7. Infringement.

   1. Petrotranz shall defend at its own expense any action brought against the Company in which it is reasonably asserted that the Software provided by Petrotranz to the Company infringes any Canadian intellectual property right. Petrotranz shall have the right to conduct the defense of any infringement action on the Company’s behalf and to settle the action with the Company's consent, which consent shall not be unreasonably withheld, upon giving reasonable security to protect the Company, and the Company shall cooperate fully with Petrotranz in the defense and settlement of any such action. The Company may participate in the defense with counsel of the Company's choice so long as Petrotranz has primary conduct of the defense. In the event of any action or threatened action against the Company in which it is asserted that the Software provided by Petrotranz to the Company infringes any Canadian intellectual property right or rights, the Company shall immediately notify Petrotranz of such action or threatened action, and Petrotranz shall have the right to:
      1. procure the right for the Company to continue using the infringing material at Petrotranz’s expense; or
      2. replace or modify the infringing material so that it becomes non-infringing but has substantially equivalent capabilities as the infringing system.
      3. if neither of these remedies are economically available to Petrotranz, Petrotranz may terminate the Company's license to the Software it is providing to the Company without any further liability to the Company if Petrotranz pays to the Company the fee the Company paid to Petrotranz in the past 12 months for the infringing Software. This warranty against infringement is only valid if:
         1. the Company promptly notifies Petrotranz of any assertion or claim of an infringement, and the Company cooperates with Petrotranz in the defense of the infringement action;
         2. the Company has installed all releases when provided by Petrotranz; and
         3. the action is not based on a combination of the Software with any other computer programs not provided by Petrotranz.

8. General Covenants.

   1. This Agreement shall be interpreted and construed in accordance with the laws of the Province of Alberta, without regard to the principles of conflicts of laws, and with the same force and effect as if fully executed and performed therein, and the laws of Canada. If any part of this Agreement is found void and unenforceable, it shall not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. All remedies provided for herein are cumulative and in addition to all other remedies available to Petrotranz in law or equity.
   2. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
   3. The Company shall not transfer or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Petrotranz, not to be unreasonably withheld. In the event the Company transfers all or substantially all of the assets, division, or business that uses the Software as part of an acquisition or disposition, or as part of a corporate reorganization that is not the result of insolvency, Petrotranz shall provide written consent for a transfer providing the recipient party agrees to be bound by the same terms and conditions of this Agreement.
   4. Petrotranz shall have the right to assign this Agreement and the obligations hereunder to any successor by way of merger, consolidation, reorganization, or acquisition of the business and assets of Petrotranz.
   5. Any notice to be given by this Agreement shall be in writing and shall be effective if delivered personally, sent by prepaid courier service, sent by registered or certified mail, or sent by electronic communication which confirms delivery. Any notice so given shall be deemed conclusively to have been given and received when so personally delivered, sent by electronic communications or by courier, or if sent by mail, on the fifth business day thereafter. Either party may change any particulars of its address by notice to the other.