END-USER LICENSE AGREEMENT

IMPORTANT: BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, PLEASE CAREFULLY READ THIS AGREEMENT WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LIMITED LICENSE TO USE THE SOFTWARE. IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND PROMPTLY (I) RETURN OR DESTROY THE SOFTWARE, OR, (II) IF YOU PAID A LICENSE FEE FOR THE SOFTWARE, RETURN THE SOFTWARE TO UBIQ OR THE DISTRIBUTOR OR RESELLER FROM WHOM YOU ACQUIRED THE SOFTWARE WITHIN THIRTY (30) DAYS OF YOUR RECEIPT OF THE SOFTWARE. IF YOU DOWNLOAD, INSTALL OR USE THE SOFTWARE, YOU WILL BE ASSENTING TO THE TERMS OF THIS AGREEMENT. THE SOFTWARE IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS. IF YOU ARE AN AGENT OR AN EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

This End-User License Agreement (“Agreement”) is a legal agreement between you and Go Ubiq Inc. (“Ubiq”), which governs your use of this software application produced by Ubiq (the “ Software”). To download or install and use the Software you must be at least 13 years of age and you must first read through and accept the terms of this Agreement and the terms of Ubiq’s Privacy Policy (the “Privacy Policy) which governs the collection and use of personal information by Ubiq. If you are less than 13** years of age or you do not agree to all of the terms of this Agreement or all of the terms of the Privacy Policy then you must not download, install or use the Software.

1. Ownership

All right, title and interest in and to the Software (including all copyright and other intellectual property rights therein) and the materials associated therewith (“Materials”) are owned by Ubiq or its suppliers. The Software is licensed but not sold.

2. Grant of License

2.1 Ubiq grants you a non-exclusive license to install and use one (1) copy of the Software on your computer to the extent necessary for its intended use with Ubiq's Hive (the “Hive”).
2.2 Ubiq also grants you a license to make one (1) copy of the Software exclusively for back -up and archival purposes. Any such copy must include all intellectual property right and copyright notices included in the original.
2.3 Except as provided in Subsections 2.1 and 2.2 above, or where you have a right in law to do otherwise (and such right cannot be lawfully excluded) you may not: (a) make any copies of the Software or the Materials, (b) modify the Software or the Materials, (c) disassemble, reverse engineer, decompile or use the Software or the Materials to create any derivative work, or (d) sub-license, lease, transfer (other than in accordance with Section 3 below) or rent the Software.

3. Transfer

You may permanently transfer the Software to any person, provided that when you transfer the Software, you must also transfer and deliver to such person any upgrades and all Materials provided to you by or on behalf of Ubiq, and provided also that the transferee confirms to Ubiq the transferee’s acceptance of this Agreement in respect of such Software, upgrades and Materials. Notwithstanding the foregoing, you must not deliver to such transferee any copy of the Software made by you in accordance with Subsection 2.2 above. Upon transfer, you must permanently erase all copies of such Software made by you that are contained on any computer or other media within your possession or under your control. Any warranty in respect of such Software is not transferable.

4. Privacy and Use of Information

Your Personal Information (as defined in the Privacy Policy) is collected and used by Ubiq in accordance with the Privacy Policy. The Privacy Policy is incorporated by reference into this Agreement and by accepting this Agreement you consent to the collection and use of your Personal Information as outlined in the Privacy Policy.

5. Costs incurred for your use of the Software

You agree that you are solely responsible for any costs or expenses incurred by you in connection with your use of the Software, and in no event shall Ubiq reimburse you for any such costs or expenses.

You understand and agree that the Software and the Hive with which such Software is intended to interoperate each require simultaneous access to the same wireless network and that the configuration, settings and security of any such wireless network are entirely outside the control of Ubiq, and that Ubiq shall not be responsible or liable in any way for any damages that result from any improper configuration or settings or any security breach of such wireless network. Further, you understand and agree that Ubiq is not responsible for ensuring the security or integrity of the transmission of data over any such wireless network by and between the Software and the Hive and that Ubiq shall not be responsible or liable in any way for any damages that result from any loss, copying, theft, interruption or corruption of any data so transmitted.

7. Term and Termination

This Agreement will become effective upon your acceptance and shall continue in effect until earlier of:
(iii) Ubiq terminates this Agreement, which it may do without notice or obligation to you if, in Ubiq’s exclusive determination, you are found to be in breach of any of the provisions of this Agreement.

(i) you transfer the Software in accordance with the terms of this Agreement and the transferee undertakes to Ubiq to be bound by this Agreement in respect of such Software;

Notwithstanding the foregoing, Sections 1, 4, 6, 7, 9, 10, 11, 12 and 13 of this Agreement shall survive the termination of this Agreement and remain in full force and effect.

8. Export Regulations

You may not export or re-export the Software or any copy or adaptation thereof in violation of any applicable laws or regulations.

9. Jurisdiction

This Agreement shall be governed in accordance with the laws of the Province of Ontario and the Federal laws of Canada applicable therein, and the Courts of Guelph, Ontario shall have exclusive jurisdiction in respect of this Agreement and its enforcement. No choice or conflict of laws rules of any jurisdiction shall apply to this Agreement. The Uniform Computer Information Act does not apply to this Agreement.

10. Illegality

If any of the provisions of this Agreement are deemed to be illegal or unenforceable, in whole or in part, such provisions shall be severable and independent from the other provisions of this Agreement, and the validity of the other provisions and of the entire Agreement shall not be affected.

11. Third-Party Rights

The provisions of this Agreement are intended only to have effect between yourself and Ubiq and, except as otherwise provided in this Agreement, are not intended to confer any benefit or right of enforcement upon any other person or entity.

12. Personal License

Except as otherwise provided in Section 3 of this Agreement, the rights granted by Ubiq hereunder are personal to you and you shall not be permitted to assign, transfer or otherwise make over to any third party the Software or the Materials or the benefit or burden of this Agreement or any of the rights granted hereunder other than as expressly permitted by Section 3 hereof.

13. Disclaimer & Limitation of Liability

THE SOFTWARE IS PROVIDED TO YOU “AS-IS” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. UBIQ SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON -INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UBIQ AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHO UT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF USE OF DATA, PROFITS, BUSINESS OPPORTUNITIES, GOOD-WILL OR OTHER INTANGIBLES, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING OUT OF (I) YOUR USE OF THE SOFTWARE OR MATERIALS, (II) ANY FAILURE OR MALFUNCTION OF THE SOFTWARE, (III) ANY ERRORS CONTAINED IN THE MATERIEALS, AND (IV) ANY UNAUTHORIZED ACCESS, USE, COPYING, THEFT OR ALTERATION OF ANY DATA TRA NSMITTED FROM THE SOFTWARE VIA YOUR COMPUTER SYSTEM OVER A WIRELESS NETWORK, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR

NOT UBIQ HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOUR USE OF THE SOFTWARE AND MATERIALS IS ENTIRELY AT YOUR OWN RISK. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL REPAIR, SERVICE OR CORRECTION AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE UNCONDITIONALLY TO WAIVE ALL STATUTORY OR OTHER RIGHTS THAT YOU MAY HOLD AGAINST UBIQ IN RESPECT OF SUCH DEFECT.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

14. Open-Source Components

15. General

This Agreement is the entire agreement between you and Ubiq in respect to the Software, superseding

This Agreement is the entire agreement between you and Ubiq in respect to the Software, superseding any other agreement or discussions, oral or written. The terms and conditions of this Agreement shall prevail over any pre-printed terms on any quotes, orders, purchase orders, or purchase order acknowledgements, and shall prevail over any other communications between the parties in relation to the Software and Materials and the Software and Materials shall be deemed to be licensed pursuant to the terms and conditions of this Agreement unless you have executed a written license agreement with Ubiq or a distributor or reseller of Ubiq, in which case the Software and Materials shall be deemed to have been licensed pursuant to the terms and conditions of such written license agreement.

The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term.

16. Changes to this Agreement

Ubiq reserves the right to revise this Agreement from time to time, without prior notice to you. The

17. Changes to this Agreement

Ubiq reserves the right to revise this Agreement from time to time, without prior notice to you. The most current version of this Agreement will always be available. If, in Ubiq’s exclusive determination, a revision of this Agreement is material, Ubiq will endeavour to notify you of the revision by means of push notifications or by other means. Your continued use of the Software following any revision of this Agreement signifies your acceptance of this Agreement as revised and your agreement to be bound by the same.