LICENSE AGREEMENT

Please review the following terms and conditions carefully. This Agreement is a legally binding contract entered between YOU (hereinafter the "Licensee") and SPHINX inc., a corporation incorporated under the laws of Canada, with its principal place of business at 3535,Queen Mary Montreal (Quebec) H3V 1H8, CANADA (hereinafter "SPHINX").

1	DEFINITIONS

The following terms are used in this Agreement, as defined in this paragraph:

1.1	“Annotis” shall mean the software used to annotate electronic mail used with Microsoft® Outlook® and Outlook® Express which is the object of this License Agreement.

1.2	“Delivery Date” shall mean the date of the delivery of Annotis to the Licensee.

1.3	“Documentation” shall mean documentation provided by SPHINX, in electronic format, including users manual and instructions for the use of Annotis.

1.4	“Error” shall mean any functional defect that results in Annotis not conforming with the Documentation.

1.5	“Internal Use” shall mean:
-	the installation of Annotis at the Licensee's in an operating environment that corresponds to the parameters specified in the Documentation; 

-	the installation of Annotis at the Licensee's, on the Licensee's computer, and 

-	use of Annotis only on one (1) computer (one (1) license per computer).

1.6	“Users” shall mean the Licensee. 

2	LICENSE

2.1	Qualification
SPHINX hereby grants Licensee a license and a nonexclusive, non-transferable, non-assignable right to use Annotis for an indefinite time solely for its own Internal Use, only on one (1) computer and for no other purpose (hereinafter the "License").

2.2	Restrictions
Licensee shall not permit the use of Annotis or the License by a third party. Licensee is not authorized to reproduce, sub-distribute, publish or disclose Annotis under any form to any related, affiliated or subsidiary business or any other third party, person or legal entity. Licensee has no authorization to modify, disassemble or decompile or to allow others to modify, disassemble or decompile Annotis or any part of it. SPHINX reserves, and Licensee acknowledges that, all the rights and title in Annotis, and all such rights and title remain with SPHINX exclusively.

2.3	Support
Licensee has full responsibility concerning Annotis support and maintenance as well as data entry and data conversion which may be necessary for Annotis to operate. It is agreed that such support and maintenance shall be executed by the Licensee in accordance with this Agreement's terms and conditions. It is further agreed that in no case does the present License grant Licensee the right to improve, modify, decompile, adapt or translate Annotis, even for its Internal Use.

2.4	Improvements 
SPHINX shall have no obligation to provide an improved, modified, adapted or translated version of Annotis to Licensee, except in accordance with section 4.4 hereinbelow. In addition, Licensee shall install, within a reasonable delay, any new versions or patches of Annotis that SPHINX may, from time to time, develop and distribute free of charge, in order to insure good operation of Annotis.

2.5	Operating Procedures
Licensee agrees to comply with and adapt to each and every operating procedures, process, policies or notices which may be contained in Documentation or which SPHINX could communicate to Licensee from time to time.

3	PROTECTION OF PROPRIETARY RIGHTS

3.1	Proprietary Right
All intellectual proprietary rights relating with Annotis belong to SPHINX.
Licensee acknowledges that no right, title, interest or authorization related to Annotis is transferred to Licensee other than the right to use Annotis as granted by the present Agreement.

3.2	Confidential Information
Licensee acknowledges that Annotis constitutes trade secrets furnished by SPHINX to Licensee in confidence, and contains proprietary and confidential information. 

3.3	Restrictions on Copying
Except as otherwise mentioned under this Agreement, Licensee will hold Annotis in strict confidence and will have the right to make only one copy of Annotis for backup purposes only, subject to all the copyright and proprietary notices being included in Annotis. It is agreed that this backup copy will remain the property of SPHINX. Licensee will keep the backup copy in a reasonably secure location so as to insure and preserve its confidential nature. 

3.4	Nondisclosure
Licensee agrees that it will not, under any circumstances, except as expressly authorized hereby, distribute or disseminate any information contained in or disclosed by Annotis, including but not limited to any technical information, design concepts, processes, procedures, formulae or algorithms to any person.

Licensee will take appropriate action to insure that all users of the Licensee's computer are informed of the trade secret, proprietary and confidential nature of Annotis as described above and will obtain their undertaking to respect and abide by the terms and conditions contained in this Agreement which relate to confidentiality. 

In the event that any users of the Licensee's computer breaches the confidentiality obligations of this Agreement, Licensee shall be jointly and severally liable to SPHINX for any loss incurred by SPHINX resulting directly or indirectly from such breach.

3.5	Notification
Licensee agrees to notify SPHINX promptly in the event of any breach of its security under conditions in which it would appear that the trade secrets contained in Annotis or the ideas or other confidential information expressed therein were prejudiced or exposed to disclosure.  Licensee shall, upon request from SPHINX, take all other reasonable steps necessary to recover any compromised trade secrets originally disclosed to or placed in the possession of Licensee by virtue of this Agreement.  The cost of taking such steps shall be borne solely by Licensee if it is determined that the said breach originates from the Licensee's failure to respect any of the covenants set out in the present Agreement and in particular as to confidentiality and nondisclosure.

3.6	Relief
Licensee acknowledges and agrees that Annotis, as well as all other information in whatever medium disclosed to Licensee hereunder, are unique and commercially valuable. Consequently, any breach by Licensee of the terms of this Agreement with respect to protection against disclosure or non authorized distribution of Annotis or of such information would result in an irreparable and continuing injury to SPHINX and SPHINX reserves the right to employ any means of address available under the law.

3.7	Non-Competition
Licensee agrees that it shall not use Annotis to assist in the development or design of a computer program, software or code that is intended to provide substantially similar functionalities to those of Annotis.

3.8	Development of Utility
Annotis shall not be used to develop, nor shall Licensee market, any conversion utility or conversion aid specific to Annotis enabling or facilitating the conversion by users of Annotis, or data it uses, generates or manages, to alternative software not marketed or distributed by SPHINX, without its authorization.

4	LIMITED WARRANTY

4.1	Ownership of Copyright
SPHINX warrants that it has the right to grant this license to use Annotis and its components as contemplated hereunder.

4.2	Infringement of Copyright
Licensee shall promptly notify SPHINX of any and all legal proceedings arising out of any alleged breach of a third party's intellectual property rights. 

4.3	Product Warranty
SPHINX warrants, for a period of ninety (90) days following the execution of this Agreement, that Annotis operates substantially in accordance with the description of Annotis made in the Documentation accompanying it. This warranty is explicit and constitutes the only warranty offered by SPHINX.

4.4	Limitations of the Warranty
Except as otherwise expressly provided for under this section, SPHINX provides Annotis without any express or implied warranty. Without limiting the foregoing, SPHINX makes no warranties or representations about Annotis, and offers no guarantee as to its fitness for a particular purpose, or that Annotis is free of errors, or that use of Annotis by the Licensee will be uninterrupted. 

SPHINX shall nevertheless try to correct any error which may occur within ninety (90) days of the Delivery Date, within a reasonable delay, upon receipt of a notice from the Licensee, provided the following conditions have been respected:

4.4.1	Annotis was and is being used in accordance with the specifications set forth by SPHINX and with the provisions of this Agreement;

4.4.2	Annotis, if modified, has been modified by SPHINX or its agent;

4.4.3	Annotis is and has always been used on efficient equipment and networks, which meet, at minimum, the specifications mentioned in the Documentation. 

5	TERMINATION 

5.1	Default
The fact for the Licensee in default under any provision of this Agreement to not cure its default within ten (10) working days of receiving a written notice to this effect, shall give the SPHINX the right to unilaterally terminate this Agreement by notifying, in writing, the Licensee in default.

5.2	Effect of termination

5.2.1	License Cancellation
Upon termination, all licenses granted pursuant to this Agreement will cease.

5.2.2	Return and Destruction of Product
Licensee will immediately return to SPHINX Annotis and all whole or partial back-up copy thereof, modifications and documentation thereof. Licensee agrees to destroy any copy of Annotis from all computers or storage media on which Licensee has installed Annotis. Licensee will certify in writing to SPHINX no later than thirty (30) days after termination that it has entirely complied with this requirement and that all elements of intellectual property divulged through this License have been either returned to SPHINX or destroyed.

5.2.3	Survival of Certain Provisions
Paragraphs 4.1 and 4.2 herein shall survive the termination or expiration of the License Agreement.

6	LIMITATION OF LIABILITY
The parties agree that SPHINX's only liability shall be to try to correct any error indicated by the Licensee or to replace all malfunctioning storage medium or Documentation in accordance with the provisions of this License Agreement. In no event shall SPHINX be liable for special, consequential or indirect damages arising out of or related to this License Agreement, the use or performance of the Products, or any and all information stipulated hereunder, whether in an action based on contract, civil liability or tort, including negligence. In any and all cases, SPHINX's total liability for damages, whether based on contract, civil liability or tort law, arising out of or related to this License Agreement, shall be limited to the amount actually paid by the Licensee for use of the Product.

7	MISCELLANEOUS
7.1	Waiver
Any tolerance of a violation of the provisions found herein, shall not constitute a waiver of the terms or conditions and shall not extend to or prejudice any rights or privileges set forth in this License Agreement, unless this License Agreement is amended, in due form, by written consent of both parties.

7.2	Severability
If any provision in this License Agreement should be declared or held invalid or unenforceable, by a court of law, such provision shall be severed from this License Agreement and the other provisions shall remain in full force and effect. In such an event, this License Agreement should be interpreted as though the invalidated provision was never part thereof.

7.3	No Assignment
The Licensee may not transfer any of the rights granted in this License Agreement. Any attempt to assign or transfer any of the rights or obligations found therein, by operation of law or otherwise, shall be invalid, unless it is beforehand approved in writing by SPHINX.

7.4	Entire Understanding
This Agreement sets forth the entire understanding between the parties with respect to the matters set forth herein and supersedes all prior representations, understandings or agreements, whether written or oral, express or implied, with respect thereto.  

7.5	Force Majeure
SPHINX shall not be in default or otherwise liable for any delay in or failure of its performance as per this Agreement should the cause of such default be beyond its control or due to a case of force majeure. Are deemed to constitute force majeure any unpredictable and irresistible events and any foreign causes which present the same characteristics, notably, without limiting the foregoing, the causes beyond SPHINX's control, fires, electrical failures, floods and other acts of God, accidents, labor disputes, supplying difficulties, civil unrests, orders, regulations, laws and other governmental interventions, riots, civil or military interventions and acts of war (declared or not). 

7.6	Governing Law
This Agreement is governed by the laws of Canada. Any litigation concerning the validity, interpretation or performance of this Agreement shall be presented in the competent Court of the Canadian legal jurisdiction.

By clicking the “I accept” button, you signify your acceptance to the Annotis License Agreement and you agree to be bound by its terms and conditions EVEN IF YOU HAVE NOT READ THEM. By clicking the “I refuse” button, you refuse the conditions of the Annotis License Agreement and you shall have no right whatsoever to use Annotis.