InsurFact Connect, Inc. ("lnsurFact"), with an address of 2572 Daniel Johnson Blvd., Laval, Quebec, H7T 2R3, Canada, grants to you a non-transferable and non-exclusive license to use its software products. The use of such InsurFact software shall be governed by the following terms and conditions.

1.Licence
Upon acceptance of this order by InsurFact at its home office, InsurFact also grants to you during the terms of this agreement 1) a right of access to its data and services through a personal computer or other devices connected to the Internet and 2) use of the InsurFact business management services as more particularly described in the documentation, price schedules, manuals and materials prepared or compiled by InsurFact and furnished to you in connection with your purchase order and 3) other professional services including, but not limited to special studies, systems analysis and design, programming and program development, system conversion, implementation planning and evaluation, documentation and training as requested by you. InsurFact reserves the right to add or withdraw data or services and modify or otherwise change the services without notice.

2.Terms of License
This agreement is effective from the date of acceptance by InsurFact and shall continue in full force and effect for a period of 12 months, thereafter, until terminated by either party upon at least thirty (30) days prior written notice to the other party.

3. Confidential Use; Proprietary Nature of Data
You acknowledge that InsurFact software is copyrighted and constitutes the valuable proprietary information and trade secrets of InsurFact and Information Providers and that the unauthorized dissemination or use of InsurFact Software could cause irreparable harm to InsurFact and/or Providers. You agree to take all reasonable precautions to maintain the strict confidence of InsurFact Software and to prevent any unauthorized use of the Software and its services.

You further acknowledge InsurFact's proprietary and copyright interests in the contents of InsurFact databases, which are made available solely for your use in your business. Data provided may be used in presentations or reports to clients. Under no circumstances, however, will you transfer, sell, or lend access to InsurFact databases, nor sell or commercially exploit any information from the InsurFact databases.

4. Charge for Services
You agree to pay InsurFact for the license and services provided hereunder in accordance with the established current Price Schedule. All charges are subject to change upon thirty (30) days notice. Charges for professional services will be determined on an individual basis as agreed to by the parties.

InsurFact will assign to you an InsurFact identification code to insure that access to the InsurFact databases and business management services is limited to use by you and your authorized additional users under your account. You shall take necessary steps to protect the use of your InsurFact ID. You shall be liable for all charges incurred under your account number.

Each month, InsurFact will send you an invoice setting forth charges incurred during the prior period. All invoices are payable upon notice. In the event of non-payment, database access may be halted with or without notice.

5.Equipment
You are solely responsible for acquiring and maintaining all personal computer or devices and communication equipment required to gain access to the database and its services.

6. Limitation of Liability
While the information, data and/or records included in the databases have been obtained from reliable 3rd party sources, no warranties or responsibility is assumed or implied for loss or damage resulting from any inaccuracies contained therein.

InsurFact will not be responsible for any delay, failure in performance or interruption of service resulting from a cause within InsurFact's control, InsurFact's sole liability will be the correction of the malfunction within a reasonable time period.

You further assume sole responsibility for the use of the service and agree to indemnify and hold InsurFact harmless from any liability or claim of any person arising from your use of the service.

7.General Terms and Conditions
a. Governing Law. This Agreement shall be interpreted in accordance with the province of Quebec.
b. Assignment. This Agreement or any rights thereunder may not be assigned in whole or in part by you.
c. Taxes. You also understand that the license is exclusive of taxes, and you agree to pay all taxes which are assessed by reason of or in connection with this Agreement.
d. Entire Agreement. This Agreement constitutes the entire agreement between the parties, with respect to the subject matter thereof. This may only be amended, changed or modified by written instrument signed by both parties hereto. In no event shall this Agreement be modified by any purchase order issued by you regardless of when such purchase order is issued.
e. Typographic errors. InsurFact is not responsible for typographic errors. ...