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	e-Fresh Client Software End User License Agreement The e-Fresh Client Software ("the Software Product") and accompanying documentation is licensed and not sold to you. The Software Product is protected by copyright in the Territory and international laws and treaties, related to copyright and other forms of intellectual property. VendTek Systems Inc. and its suppliers (collectively "VendTek") own all intellectual property rights in the Software Product. The Licensee's ("you" or "your") license to install, use, copy or download the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement ("Agreement"). 1. Acceptance THE EXECUTION OF A MERCHANT AGREEMENT WITH NOW PREPAY (A DIVISION OF VENDTEK SYSTEMS) IN WHICH THIS END USER LICENSE AGREEMENT IS REFERENCED AND THE USE OF THE SOFTWARE PRODUCT CONSTITUTES ACCEPTANCE OF ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL, USE, COPY OR DOWNLOAD THE SOFTWARE PRODUCT. 2. License Grant Subject as set out herein, this Agreement permits the installation and use by you, on a non-exclusive basis, of multiple copies of the Software Product, and the installation of the Software Product by you, on a non-exclusive basis, on more than one computer at any given time, on a system that allows shared use of applications, on a multi-user network, and on any configuration or system of computers that allows multiple users, provided that all such computers, networks, configurations, systems and users are physically located in Canada or the United States (the "Territory") and so long as you are only deploying the Software Product in point of sale terminals, computers and other devices (collectively "POS Devices") located on the premises of and in public places administered by various retail and other merchants (collectively "Merchants") located in the Territory, solely for the purpose of communicating with VendTek's e-Fresh Server Software (the "Server Software") to permit the secure processing and management of electronic transactions, including debit and prepaid account loading and the secure distribution of electronic products, services and PIN numbers, including the sale of prepaid long distance, cellular and internet access time (collectively all of the above features and functions of the Server Software and the Software Product are referred to herein as the "Services"). You will not use the Software Product for the purpose of providing the Services to any POS Devices located outside the Territory. The Server Software runs on a central server operated by an authorized third party licensee of VendTek (the "Server"). The electronic sale of certain of the Services is accomplished by the transmission of PIN numbers from the Server Software to the Software Product. In order for POS Devices to communicate with the Server Software, certain encryption keys (the "e-Fresh Keys") are embedded in the Software Product for the purpose of establishing secure communications between the Server and POS Devices that are running the Software Product. 3. Term and Termination This Agreement will be in effect from and after the date that you agree to all of the terms of this Agreement in the manner set out below and will continue in effect until terminated as set out herein. This Agreement may be terminated by VendTek immediately upon provision of notice to you if you materially breach any of your covenants or obligations herein. You may terminate this Agreement at any time by providing written notice of such termination to VendTek at the address set out below. Upon termination of this Agreement for any reason, you will immediately cease all further use of and delete all copies of the Software Product from all computers and storage devices then in the possession or control of you and any person for whom you are legally responsible. 4. Restrictions on Transfer Without first obtaining the express written consent of VendTek, you may not assign your rights or obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, share or otherwise transfer the Software Product. For the purpose of this Agreement, an assignment includes a change of control. 5. Restrictions on Use You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Software Product. You may not use the data derived from your use of the Software Product in connection with any software other than the Software Product. 6. Restrictions on Alteration You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. You may not reproduce the database structures of the Software Product or create any tables or reports relating to the database structures of the Software Product. 7. Restrictions on Copying Subject as expressly set out below, you may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed in a storage medium. You may make one archival copy for back up purposes which must be stored on a medium other than a computer hard drive and may only be used for the reinstallation of the Software Product. 8. Limited Software Product and Storage Medium Warranty For a period twelve (12) months from the earlier of: (a) the date of your acceptance of this Agreement; or (b) the date that the Software Product was shipped to and received by you; or (c) the date that you first download the Software Product, as applicable, and subject as set out herein, VendTek warrants only that when properly installed and used under normal conditions, the Software Product will perform substantially in accordance with the specifications set out in the accompanying VendTek documentation and that the storage medium on which the Software Product is shipped will be free of material defects in materials and workmanship. 9. Disclaimer of Warranties and Limitation of Liability UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY VENDTEK, VENDTEK MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. VendTek makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. VendTek makes no warranty that the operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. VENDTEK WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA, INCLUDING DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE. UNDER NO CIRCUMSTANCES WILL VENDTEK, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND OR DAMAGES FOR PURE ECONOMIC LOSS (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS OR FAILURE TO ACHIEVE ANTICIPATED SAVINGS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, FAILURE TO PERFORM, INSTALLATION, OR USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), BREACH OF WARRANTY, TORT (INCLUDING THE NEGLIGENCE OF VENDTEK OR ANY OTHER PARTY) OR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, EVEN IF VENDTEK IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT AN APPLICABLE JURISDICTION LIMITS VENDTEK'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS, THIS DISCLAIMER WILL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED. 10. Limitation of Remedies and Damages Your sole remedy for a breach of the express warranties set out above is the correction or replacement of the Software Product or the storage medium, as applicable, by VendTek or, alternatively, the refund by VendTek of the lesser of your direct monetary damages or the amount actually received by VendTek from you for the Software Product. The selection of whether to correct or replace the Software Product or to provide a refund will be solely at the discretion of VendTek. VendTek reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. Any claim by you in respect of the express warranties set out above must be delivered in writing to VendTek within the applicable warranty period set out above. The express warranties above cover only defects arising under normal use and do not include malfunctions or failures resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by VendTek to have been caused by you or a third party. The express warranties referred to above are granted only to you and are non-transferable. You will indemnify and hold VendTek harmless from all claims, judgments, liabilities, expenses, losses or costs suffered or incurred by VendTek, including third party claims and reasonable legal fees and disbursements, arising from your breach of this Agreement and/or your acts or omissions in respect of this Agreement and your use of the Software Product. Notwithstanding anything else in this Agreement, the maximum aggregate liability of VendTek to you will not exceed the lesser of either your direct monetary damages, the amount actually paid by you for your right to license the Software Product or the sum of $10,000 (Canadian Funds), regardless of the cause of action, whether in contract (including fundamental breach), tort (including negligence), strict liability, infringement of third party intellectual property rights or otherwise. 11. Confidential Information Subject as set out below, all information relating to the Software Product and any other software, technology or other trade secret of VendTek that you gain access to as a result of this Agreement or otherwise is proprietary and confidential information of VendTek and you will not use, disclose or reproduce any such confidential information for any purpose other than as expressly permitted herein. The above provision will not apply to information that is or becomes part of the public domain through no fault of you or to information that you obtain from third party sources who have lawfully obtained such information and are not under an obligation of confidentiality to VendTek. Upon termination of this Agreement for any reason you will immediately return to VendTek all confidential information of VendTek then in the possession or control of you and any persons for whom you are legally responsible. 12. Governing Law and Jurisdiction This Agreement will be governed by and construed in accordance with the laws of British Columbia, without regard to British Columbia¡¯s conflict or choice of law provisions. In the event of any dispute or proceeding hereunder, the parties hereby submit to the exclusive jurisdiction of the Courts of the Province of British Columbia. The parties hereby exclude from this Agreement, the application of the UN Convention on Contracts for the International Sale of Goods. 13. Severability If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions will remain in force and effect to the maximum extent permitted by such applicable laws. 14. Miscellaneous This Agreement sets out the entire agreement between you and VendTek regarding the subject matter specified herein and supersedes all previous agreements, communications and representations between you and VendTek and its suppliers, affiliates, subsidiaries, licensees and contractors. Time is of the essence in this Agreement. This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. No waiver by VendTek of any breach by you of any covenant or obligation hereunder will be deemed a waiver of any further or other breach or failure to perform. You will not export the Software Product outside of the Territory and any export of the Software Product within the Territory by you will be in compliance with all export restrictions, laws and regulations applicable within the Territory. The provisions of this Agreement which expressly or by implication are intended to survive the termination of this Agreement will survive such termination for any reason, including the provisions of Sections 3 to 14, inclusive. 15. Support and Maintenance All support and maintenance services, if any, in respect of the Software Product will be provided to you by the licensee of the Server Software and not by VendTek. You must enter into a separate agreement with such licensee if you wish to receive such support and maintenance services. 16. Acknowledgement As agree to with your execution of a Merchant Agreement executed with Now Prepay (A division of VendTek Systems) in which this End User License Agreement is referenced, your use of the Software Product constitutes acceptance of all the terms and conditions set forth herein. Do you accept all the terms of the preceding License Agreement? If you choose Decline,Download will close. To download it,you must accept this agreement.