Master Subscription Agreement

AftercadOnline.com TERMS OF USE:

By checking the "I accept terms of use" box displayed as part of the ordering process, you agree to the following terms and conditions (the "agreement") governing your use of AftercadOnline.com's online service, including offline components (collectively, the "service"). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. By checking the "I accept terms of use" box you certify that you agree with these terms and conditions and that you have the authority to agree with these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you may not use this service.

Welcome

AftercadOnline.com (ACO) is a service of Aftercad Software, Inc. ACO, as components of its service, will provide you with use of a browser interface, transmission, access and storage. Elements of ACO's service and Terms of Use may change from time to time and we encourage you to monitor our site for changes and updates. For reference, a Definition section is included at the end of this Agreement.

1. Privacy & Security

By using the ACO service, you acknowledge and agree that ACO may access, preserve, and disclose your account information and any Content associated with that account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce the Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), or (d) protect against imminent harm to the rights, property or safety of ACO, its users or the public as required or permitted by law.

You understand that the technical processing and transmission of the ACO service, including your Content and Customer Data, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services.

ACO reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. ACO Subscribers, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from ACO from time to time. ACO Subscribers may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Account Setup. ACO reserves the right to notify all Subscribers (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

For further information about our data protection practices, please see our Privacy Policy at http://www.aftercadonline.com/Home/tabid/525/ctl/Privacy/Default.aspx.

2. License Grant & Restrictions

ACO hereby grants the ACO service subscriber a non-exclusive, non-transferable, worldwide right to use the Service, solely for their own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by ACO and its licensors.

You may not access the Service if you are a direct competitor of ACO, except with ACO's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create non ACO branded Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ACO immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ACO immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another ACO user or provide false identity information to gain access to or use the Service.

4. Account Information and Data

ACO does not own any data, information or material that the ACO service subscriber submits to the Service in the course of using the Service ("Customer Data"). The ACO service subscriber, not ACO, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and ACO shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

In the event of termination of the ACO service subscriber's paid subscription, the ACO service subscriber will be given two week notification that their source files will be deleted from the ACO service. Any files that have been shared with you by others (Content) will be retained in your account.

In the event your service is terminated with cause, including, without limitation, non payment of fees, publishing illegal files and/or any other violation of these terms of use, your right to access or use Customer Data or Content immediately ceases, and ACO shall have no obligation to maintain or forward any Customer Data or Content.

5. Intellectual Property Ownership

ACO alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ACO Technology, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the ACO Technology or the Intellectual Property Rights owned by ACO. The ACO name, the ACO logo, and the product names associated with the Service are trademarks of ACO or third parties, and no right or license is granted to use them.

6. Payment of Fees

6.1 Payment terms for standard service agreements (Bronze, Silver and/or Gold service subscribers)

Unless you have negotiated a custom agreement with ACO you shall pay via credit card at the time of ordering your service for the period ordered. All payment obligations are non-cancellable and all payments are non-refundable. Where the subscriber opts to upgrade their subscription package to a higher subscription package during the term, ACO will provide a pro rata rebate to the subscriber after the purchase authorization of the upgraded package.

6.2 Payment terms for non-standard service agreements (Custom account holders)

Where a custom agreement has been negotiated with ACO, the ACO Subscriber's payment is due 30 days after commencement of their current billing cycle.

You agree to provide ACO with complete and accurate credit card and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, ACO reserves the right to terminate your access to the Service in addition to any other legal remedies.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

7. Excess Data Storage

All standard ACO subscriber accounts are limited in the amount of available storage based on the subscription package purchased. Where the ACO Subscriber exceed their allowable disc storage limit by up to 5% the user will receive notification that they should reduce their storage used and/or upgrade their account to a level sufficient for their needs. Other than notification, the ACO subscriber who is within 5% of their purchased storage capacity will receive no interruption of service. Any attempt by an ACO subscriber to exceed their purchased storage capacity by more than 5% will result in a failure of the attempted upload/conversion and notification that they should reduce their storage used and/or upgrade their account to a level sufficient for their needs.

8. Renewal

The ACO subscriber is responsible for maintaining the currency of their account. ACO will not implement automatic billing unless explicitly requested by the ACO subscriber. Please contact customer service for further information.

ACO's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, excluding applicable Canadian Goods and Services tax for Canadian resident subscribers.

9. Non-Payment and Suspension

In the event a chargeback is received on a customer account that account will be immediately suspended and will remain in suspension until that account is brought up to date.

In addition to any other rights granted to ACO herein, ACO reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or ACO initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that ACO may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

ACO reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that ACO has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

10. Expiration of Trial and Paid Accounts

In the event of a trial or paid account expiring without the ACO Subscriber purchasing or re-purchasing a Bronze, Silver, Gold or custom package, the ACO subscriber will be immediately downgraded to a Guest User account.

As a Guest User, the ACO subscriber will continue to have access to content shared with them by other ACO Subscribers; however, as a Guest User the ACO subscriber will not have access to the source files that they previously uploaded into the system or any files derived from those source files.

The expired Trial or Paid User's Customer Data, including without limitation, source files and derivative files may be re-accessed by the ACO subscriber by purchasing a Bronze, Silver, Gold or custom package within 90 (ninety) days of the expiration of their trial or paid account. After an account has been expired for more than 90 (ninety) days all Source files and derivative files will be erased from the system.

11. Termination for Cause

Any breach of your payment obligations or unauthorized use of the ACO Technology or Service will be deemed a material breach of this Agreement. ACO, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that ACO has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

12. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ACO represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online ACO help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct. You represent and warrant that you own and or hold the rights and permissions to publish the files that you upload to the ACO service.

13. Mutual Indemnification

You shall indemnify and hold ACO, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that ACO (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release ACO of all liability and such settlement does not affect ACO's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. ACO shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by ACO of its representations or warranties; or (iii) a claim arising from breach of this Agreement by ACO; provided that you (a) promptly give written notice of the claim to ACO; (b) give ACO sole control of the defense and settlement of the claim (provided that ACO may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to ACO all available information and assistance; and (d) have not compromised or settled such claim. ACO shall have no indemnification obligation, and you shall indemnify ACO pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

14. Disclaimer of Warranties

ACO AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ACO AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ACO AND ITS LICENSORS.

15. Internet Delays

ACO'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ACO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights

Certain provinces, states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. Notice

ACO may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in ACO's account information, or by written communication sent by first class mail or pre-paid post to your address on record in ACO's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or prepaid post) or 12 hours after sending (if sent by email). You may give notice to ACO (such notice shall be deemed given when received by ACO) at any time by any of the following: letter sent by confirmed facsimile to ACO at the following fax number: 604-676-2790; or letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ACO at the following address: Aftercad Software, 226 - 3495 Cambie St. Vancouver, B.C., Canada, V5Z 4R3. addressed to the attention of: Chief Operating Officer.

19. Modification to Terms

ACO reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

20. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of ACO which will not necessarily be withheld.

ACO may assign this agreement without your consent to to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of ACO directly or indirectly owning or controlling 50% or more of you shall entitle ACO to terminate this Agreement for cause immediately upon written notice.

21. General

This Agreement shall be governed by British Columbia law and controlling Canadian federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the provincial and federal courts located in Vancouver, British Columbia. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and ACO as a result of this agreement or use of the Service. The failure of ACO to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ACO in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and ACO and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

22. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

"ACO Service Subscriber" means any user of the ACO service and includes, without limitation, Guest Users and Paid Subscribers.

"Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the ACO website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by ACO from time to time in its sole discretion;

"Content" means the information and documents shared with you in the course of using the Service;

"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service, including without limitation, source files, derivative files, credit card information and user account information;

"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;

"Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form;

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

"License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service;

"License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s);

"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

"Online Order Center" means ACO's online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service;

"ACO" means collectively Aftercad Software, inc., a Canadian corporation, having its principal place of business at 226 - 2211 W. 4th Ave. Vancouver, B.C. V6K 1N9;

"ACO Technology" means all of ACO's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by ACO in providing the Service;

"Service(s)" means the specific edition of ACO's online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by ACO, accessible via http://www.aftercadonline or another designated web site or IP address, or ancillary online or offline products and services provided to you by ACO, to which you are being granted access under this Agreement, including the ACO Technology and the Content;

"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by ACO at your request).

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to: .