Software License Agreement

IMPORTANT PLEASE READ CAREFULLY

Grain Management System (GMS), Software License Agreement

1. License

A) Under this Software License Agreement (the “Agreement”), Ganaraska Systems Inc. (the “Vendor”) grants to the user (the “Licensee”) a non-exclusive and non-transferable license (the “License”) to use Grain Management System (GMS) (the “Software”).

B) “Software” includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.

C) Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.

D) No right or license is being conveyed to Licensee to use the Software at any other location.

E) The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.

F) The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.

G) Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

2. Limitation of Liability

A) The Software is provided by the Vendor and accepted by the Licensee “as is”. Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.

B) The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.

C) The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

3. Warrants and Representations

A) The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.

4. Acceptance

A) All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) on installation of the Software on the first computer.

5. Term

A) This agreement shall be effective as long as the Licensee has paid in full the yearly license fee and their account is in good standing.

6. User Support

A) The Licensee will be entitled to phone support available during Standard Business Hours.

B) The Licensee will be entitled to email support during Standard Business Hours.

C) Standard Business Hours are 8am to 4pm Eastern time, Monday to Friday, excluding holidays.

D) The Licensee will be entitled to maintenance upgrades and bug fixes.

7. Termination

A) This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.

B) This Agreement will be terminated if the Licensee fails to pay the yearly license fee.

8. Force Majeure

A) The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.

9. Governing Law

A) This Agreement will be governed for all purposes by the internal substantive laws of the province of Ontario, which are intended to supersede any choice of laws rules which might otherwise be applicable. Both parties hereby consent to the jurisdiction of the courts of province of Ontario, whether federal, provincial or local with respect to actions brought to enforce or interpret this Agreement.

10. Miscellaneous

A) This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.

B) If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

C) This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.

D) This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.