MAXIUM DEVELOPMENTS INC.

MASTER GRADE™ END USER LICENSE AGREEMENT

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY CLICKING THE ICON LABELED "AGREE" THAT IS DISPLAYED BELOW. IF YOU DO NOT AGREE TO THIS LICENSE, CLICK THE ICON LABELED "DISAGREE" AND THE AUTHORIZATION PROCESS WILL BE TERMINATED.

In this License Agreement, "You" and "your" means the person, company or other legal entity that is being licensed to use the computer software program known as MASTER GRADE™ (the "Software") and/or the accompanying explanatory written materials (the "Documentation"). "We," "us" and "our" means Maxium Developments Inc.

The Software is owned by us. Your right to use the Software and the Documentation is conditional upon and limited by the terms and conditions of this License Agreement

1.         LICENSE GRANT

We hereby grant you a revocable, non-transferable, non-exclusive license, without right to sub-license, to use the number of copies of the Software, as specified in your completed registration agreement (which registration agreement is hereby incorporated into and made a part of this License Agreement), as delivered by us to you in machine readable form.

2.         TITLE

We remain the sole owner of all right, title and interest in and to the Software and the Documentation, together with all copies thereof, and all documentation, logic, and code which describes and/or comprises the Software and the Documentation belong to us

3.             TRANSFER OF LICENSE

Neither the Software nor the Documentation, nor any of your rights, duties or obligation under this License Agreement may be rented, leased, loaned, distributed, assigned, sub-licensed or otherwise transferred by you, in whole or in part, without or prior express written consent. Notwithstanding the foregoing, if you have purchased multiple licenses (as set out in your completed registration agreement), you are authorized to distribute licensed copies of the Software and Documentation to individual end-users within your organization who have executed a copy of this License Agreement, up to a maximum of that number of licenses purchased by you.

4.         USE OF LICENSED SOFTWARE

You agree that you shall not make telecommunication transmissions of the Software in whole or in part without our prior express written approval. You may make one copy of the Software for back-up and archival purposes only, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed in the "License Grant" section above. You may install one copy on one computer at your place of work and one copy on one computer at your home. You may not make any other copies of the Software for any other purposes, which are not otherwise expressly provided for in this License Agreement. You may not make any modifications, enhancements or improvements to the Software without our prior express written approval. Any such approved modifications, enhancements and improvements to the Software shall belong to us. You may not adapt the Software or merge it into another computer program. You may not reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software. You may not place the Software onto a computer, server or similar device accessible via a public network such as the Internet, or so that it is accessible my multiple users unless you have purchased multiple user licenses as contemplated by clause ten, hereof, and then only to the extent of such multiple user licenses.

5.         LIMITED WARRANTY

(1)       We warrant that for a period of 30 of days from the date of our delivery of any copy of the Software to you:

(a) the media on which any copy of the Software is provided to you will be free from material defects in materials and workmanship under normal use, and

(b) the Software, if properly installed in accordance with the Documentation, will perform in substantial accordance with the Documentation.

(2)       To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL OTHER WARRANTIES OR CONDITIONS (EXPRESS, IMPLIED OR STATUTORY), INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER WE KNOW OR HAD REASON TO KNOW OF YOUR PARTICULAR NEEDS. NO EMPLOYEE, AGENT, DEALER OR DISTRIBUTOR OF OURS IS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY, NOR TO MAKE ANY ADDITIONAL WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE IF, AMONG OTHER THINGS, THE SOFTWARE DOES NOT MEET YOUR REQUIREMENTS OR IF THE SOFTWARE WILL NOT OPERATE FREE OF ERRORS, UNITERRUPTED OR IF THE SOFTWARE WILL NOT FUNCTION IN YOUR HARDWARE ENVIRONMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS CONTAINED IN THIS SECTION AND/OR THE FOLLOWING SECTION MAY NOT APPLY, IN WHOLE OR IN PART,TO YOU.

6.         LIMITED REMEDY

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, FOR CLAIMS, COSTS, LOSSES, DAMAGES OF ANY KIND OR ANY OTHER CAUSE INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR ANY FUNDAMENTAL BREACH OF THIS LICENSE AGREEMENT OR FOR PATENT OR COPYRIGHT INFRINGEMENT AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE LICENSE FEE PAID HEREUNDER FOR THE USE OF THE SOFTWARE. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH YOU MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING UPON THIS LICENSE AGREEMENT OR BY THE USE OR POSSESSION OF THE SOFTWARE, EVEN IF WE (AND/OR ANY AGENT OF OURS) HAVE BEEN ADVISED OF, OR HAVE REASON TO KNOW, OF, THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. AT OUR OPTION, WE MAY MEET OUR OBLIGATIONS UNDER THIS SECTION IN RESPECT OF ANY ALLEGEDLY DEFECTIVE MEDIA CONTAINING ANY COPY OF THE SOFTWARE BY REPAIRING OR REPLACING SAME UPON RECEIPT FROM YOU OF THE ALLEGEDLY DEFECTIVE MEDIA AND A COPY OF YOUR RECEIPT FOR SAME.

7.         TERM AND TERMINATION

This License Agreement takes effect upon your first use of the Software and remains effective until terminated in accordance with the terms hereof. You may terminate this License Agreement at any time by destroying all copies of the Software and Documentation in your possession or otherwise created by you and providing us with written confirmation of same. This License Agreement will also automatically terminate if you fail to comply with any term or condition hereof. You agree that on termination of this License Agreement, you shall destroy all copies of the Software and Documentation in your Possession or otherwise created by you and forthwith provide us with written confirmation of same.

8.         CONFIDENTIALITY

The Software contains trade secrets, proprietary know-how and other confidential information that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS. For the purpose of this provision, "confidential information" shall not include information which was known to you prior to disclosure by us, information which is or becomes public knowledge without your fault or information which has been rightfully received by you from a third party.

9.         LICENSE FEE

You agree to pay the license fees, together with all applicable taxes, as set out in your completed registration agreement. The license fees are non-refundable. We may, but are not obliged to, provide you with periodic updates at no charge. However, some updates or upgrades may require the payment of an additional fee and/or execution of a further license agreement by you prior to delivery.

10.      SPECIAL PROVISIONS FOR MULTIPLE USER LICENSES

If you have purchased multiple licenses for use in your organization, the following provisions shall also apply to you:

(a)           you will ensure that each end-user to whom you provide a copy of the Software and/or Documentation has first read and signed a copy of this License Agreement and you will provide a copy of same to us upon request, 

(b)           your end-users will be entitled to copy and use the Software on a single computer at your premises and a single computer at their residence, provided that, upon termination of this License Agreement, you will be obligated to ensure that all such copies have been deleted and/or destroyed.

(c)           you agree that you will purchase one license for each of your end-users who use the Software,

(d)           you agree that each of your end-users shall be an employee or contractor of yours,

(e)           you shall be entitled to install or otherwise make available an unlimited number of copies of the Software on computers and/or work stations located on your premises, and

(f)             IN ADDITION TO YOUR LIABILITY HEREUNDER, YOU SHALL BE JOINTLY AND SEVERALLY LIABLE WITH EACH OF YOUR END-USERS FOR ANY BREACH OF THE TERMS OF THEIR LICENSE AGREEMENT BY THEM.

11.      GENERAL PROVISIONS

(1)       This written License Agreement is the sole agreement between you and us concerning the Software and Documentation and supersedes any prior purchase order, communication, advertising or representation concerning the subject matter hereof.

(2)       This License Agreement may be not be modified except by a writing signed by you and us.

(3)       In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover reasonable attorney fees and expenses from the other party.

(4)       This License Agreement is governed by the laws of the province of British Columbia, and the federal laws of Canada applicable therein, without regard to its conflicts of laws principles. You hereby irrevocably attorn to the courts of the Province of British Columbia which shall have exclusive jurisdiction to resolve any disputes relating to the subject matter of this License Agreement

(5)       You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.

(6)       This License Agreement shall be binding upon, and endure to the benefit of, the parties and their respective heirs, successors, administrators, executors and permitted assigns.

(7)       If any provisions of this License Agreement, or any part thereof, shall be deemed to be unenforceable or invalid, it shall be severed and the remainder of this License Agreement shall remain in full force and effect.

(8)       Any headings contained in this License Agreement are for convenience only and shall not affect the construction of the terms hereof.

(9)       You agree to provide such further assurances, execute such further documents and do such other things as we may reasonably require to give effect to the terms and conditions of this License Agreement.