1. Definitions

• Accessible Code means source code contained within the Product that is unprotected and accessible under this agreement.
  
  
  
  
• Authorised Machine means a single installation of a copy of the Product on a single physical computer.
  
  
  
  
• Authorised Server Node means a single installation of a copy of the Product within a J2EE application server on a single physical server, which is either stand alone or within a connected cluster.
  
  
  
  
• Authorised Use means the defined number of copies or instances of the Product that may be used by Licensee, and where applicable, limited to the number of Authorised Users, the number of Authorised Server Nodes and/or the number of Authorised Machines, as designated in the Quote/Invoice issued by Pyxis Technologies Inc..
  
  
  
  
• Authorised User means a person or user account who is Licensed to use the Product, regardless of whether that person is an employee, contractor, subcontractor, vendor, partner or customer of the Licensee.
  
  
  
  
• Commencement Date means the date that Pyxis Technologies Inc. processes payment of the License or Maintenance Fees from Licensee.
  
  
  
  
• Embedded Software means third party software licensed by Pyxis Technologies Inc. from a Licensor and embedded in the Product.
  
  
  
  
• License means the right to use the Product as defined by Authorised Use.
  
  
  
  
• Licensee means the individual or entity (inclusive of subsidiaries) that has licensed the Product under the terms and conditions of this agreement.
  
  
  
  
• Licensor means the licensor of the Embedded Software.
  
  
  
  
• OEM Distribution means distribution of the Product as either a bundled add-on to, or embedded component of, another application with such application being made available to its users as, but not limited to, an on-premises application, a hosted application, a Software-as-a-Service offering or a subscription service for which the distributor of the application receives a license fee or any form of direct or indirect compensation.
  
  
  
  
• Pyxis Technologies Inc. means Pyxis Technologies Inc., located at 440, Armand-Frappier Blvd., Suite 120, Laval, Quebec, Canada, H7V 4B4.
  
  
  
  
• Product means the Pyxis Technologies Inc. product defined in the Quote/Invoice delivered by Pyxis Technologies Inc. to Licensee, and which may contain Embedded Software, including any updates provided under the terms of this agreement in accordance with Section 5.
  
  
  
  
• Protected Code means source code contained within the Product that is protected against access by Pyxis Technologies Inc. and is not accessible under this agreement.
  
  
  
  
• USD means United States dollars. CAD means Canadian dollars.

2. License Fee

A one-time fee paid by Licensee to Pyxis Technologies Inc., as designated by Product, in consideration for the Authorised Use of the Product. License fee is non-refundable and payable upon acceptance of the terms and conditions set out herein.

3. Grant of Licence

Subject to the terms of this agreement, including limitations defined by the License, Pyxis Technologies Inc. grants to Licensee, and Licensee accepts from Pyxis Technologies Inc., a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable License to use the Product as defined by Authorised Use.

4. No Warranty

Save as provided in Sections 13 and 14 below, the Product is provided on an "as is" and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance or merchantability or fitness for a particular purpose, including without limitation that Pyxis Technologies Inc. does not warranty that the Product will be error-free, complete, or correct. Pyxis Technologies Inc. provides evaluation copies of the Product so that customers can assess the Product.

5. Pyxis Technologies Inc. Obligations

Upon receipt of Licensee Fee from Licensee, Pyxis Technologies Inc. will :

1. supply the Licensee with the Product via electronic download; and
   
   
   
   
2. provide Software Maintenance as defined in Section 6, for a period of twelve (12) months from the Commencement Date (the "Initial Maintenance Period").

6. Software Maintenance

Software Maintenance includes Pyxis Technologies Inc.'s provisioning to Licensee Product updates and/or enhancements made generally available to customers from time to time, and online technical support (and where applicable, phone support) to one Licensee-designated technical contact for the sole purpose of addressing technical issues relating to the use of the Product (excluding any form of on-site visits by Pyxis Technologies Inc. personnel or contractors).

The Initial Maintenance Period may be renewed for additional twelve (12) month periods ("Renewal Period") at the then-current rate for Software Maintenance. Subsequent Renewal Periods commence upon the expiration of the prior Software Maintenance regardless of when it is purchased.

7. Licensee Obligations

The Licensee must at all times:

1. ensure that only an Authorised User may use the Product and only for Authorised Use in accordance with the terms and conditions of this agreement;
   
   
   
   
2. install, within forty-five (45) calendar days, those updates and enhancements specifically provided by Pyxis Technologies Inc. to avoid or mitigate claims addressed by Sections 13 or 14 below;
   
   
   
   
3. advise Pyxis Technologies Inc. in writing within thirty (30) calendar days if the Licensee becomes aware of any unauthorised use or distribution of the Product by any person.
   
   
   
   

8. Unauthorised Use or Distribution

Licensee may not, whether through deliberate or negligent act or act of omission:

1. distribute or cause the distribution of the Product to any third party other than an Authorised User; or
   
   
   
   
2. directly access or use any Embedded Software independently of the Product.

Licensee is required to report its discovery of any such violations to Pyxis Technologies Inc., in writing within thirty (30) calendar days.



Any such violations will entitle Pyxis Technologies Inc. to, in addition to any other right or claim that Pyxis Technologies Inc. may have against Licensee, retroactively charge the Licensee, in addition to any other fees payable by the Licensee under this agreement, a fee calculated based on the number of prohibited distributions times the respective list prices that Pyxis Technologies Inc. and/or the Licensor charges for the Product or Embedded Software respectively.

9. Unauthorised Use or Distribution

If Pyxis Technologies Inc. reasonably suspects that the Product has been distributed to or obtained by any person or party without Pyxis Technologies Inc.'s prior written consent, or that Embedded Software is being accessed or used independently of the Product, Pyxis Technologies Inc. has the right to request from the Licensee an unqualified certificate executed by the Licensee's auditor at the Licensee's cost for the purpose of verifying compliance with Authorised Use of the Product or Embedded Software.



In the event of such requests, which shall be made no more frequently than once per calendar year, Pyxis Technologies Inc. will provide at least thirty (30) calendar days written notice.

10. License's Restrictions

Licensee must not, without the prior written consent of Pyxis Technologies Inc., which may be withheld and which may include certain conditions :

1. decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, the Protected Code;
   
   
   
   
2. sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form the Product or any data/information provided to the Licensee through the Product to a person (except that nothing in this paragraph (b) is intended to prevent an Authorised Person undertaking Authorised Use);
   
   
   
   
3. vary or amend the Authorised Use without Pyxis Technologies Inc.'s prior written approval;
   
   
   
   
4. publish, promote, broadcast, circulate or refer publicly to the Pyxis Technologies Inc. name, trade name, trademark, service mark or logo, without the prior written consent of Pyxis Technologies Inc.;
   
   
   
   
5. commit any act or omission the likely result of which is that Pyxis Technologies Inc.'s reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on Pyxis Technologies Inc.'s interests.

For avoidance of doubt, and subject to the terms and conditions contained herein, Licensee is permitted to modify the Accessible Code to develop bug fixes, customizations, or additional features, solely for the purpose of using the Product as defined in, and during the term of, this Agreement.

Under no circumstance may Licensee distribute the Product via OEM Distribution without entering into a separate OEM Distribution Agreement with Pyxis Technologies Inc.. Licensee shall also not copy or embed elements of the Accessible Code into other applications.

In addition, the Product includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Pyxis Technologies Inc.. Licensee must not modify or alter those features to try to defeat the Product use rules that the license protection mechanisms are designed to enforce.

11. Terms

The term of this agreement begins on the Commencement Date and will continue in full force and effect until terminated in accordance with Section 12.

12. Termination

This agreement may be terminated by either party if the other party commits a material breach. Either party will have thirty (30) calendar days following receipt of written notice to remedy any material breaches. Immediately upon termination, any Accessible Code in possession, custody or control of Licensee must be destroyed and written confirmation of such destruction provided to Pyxis Technologies Inc..

Sections 1, 2, 4, 8 - 10, 13 - 15, 18, and 19 shall survive any termination of this agreement.

13. Infringement Indemnification

• (a) Pyxis Technologies Inc. will defend or settle, at its expense, any action brought against Licensee based upon the claim that the Product, if used within the scope of the License granted under this agreement, directly infringe a registered United States, European Union or Commonwealth patent or copyright; provided, however, that:
  
  
  
  
  1. Licensee shall notify Pyxis Technologies Inc. promptly in writing of any such claim;
  2. Licensee shall not enter into any settlement or compromise any claim without Pyxis Technologies Inc.'s prior written consent;
  3. Pyxis Technologies Inc. shall have sole control of any such action and settlement negotiations; and
  4. Licensee shall provide Pyxis Technologies Inc. with information and assistance, at Pyxis Technologies Inc.'s request and expense, necessary to settle or defend such claim.
  
  
  Pyxis Technologies Inc. agrees to pay all damages and costs finally awarded against Licensee attributable to such claim. The foregoing states the sole liability of Pyxis Technologies Inc. and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Pyxis Technologies Inc. hereunder.
  
  
  
  
• (b) If the Product becomes, or in the opinion of Pyxis Technologies Inc. may become, the subject of a claim of infringement of any third party right, Pyxis Technologies Inc. may, at its option and in its discretion:
  
  
  
  
  1. procure for Licensee the right to use the Product free of any liability;
  2. replace or modify the Product to make it non-infringing; or
  3. refund any license fees related to this Product paid by Licensee.
  
  
  
  
  
• (c) Licensee will defend or settle, at its expense, any action brought against Pyxis Technologies Inc. based upon the claim that any modifications to the Product or combination of the Product with products infringes or violates any third party right; provided, however, that:
  
  
  
  
  1. Pyxis Technologies Inc. shall notify Licensee promptly in writing of any such claim;
  2. Pyxis Technologies Inc. shall not enter into any settlement or compromise any such claim without Licensee's prior written consent;
  3. Licensee shall have sole control of any such action and settlement negotiations; and
  4. Pyxis Technologies Inc. shall provide Licensee with information and assistance, at Licensee's request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Pyxis Technologies Inc. attributable to such claim.
  
  
  
  
  
• (d) Notwithstanding Subsection (a) above, Pyxis Technologies Inc. assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Pyxis Technologies Inc. or combination of any of the Product with products not approved by Pyxis Technologies Inc..

14. Limitation of Liability

Except for the indemnification obligations of Section 13 or breach of Sections 2, 8 or 10, neither party will be liable to any person for any loss, damage, cost, expense or other claim (including consequential, direct, indirect, special, punitive or other damages and loss of data or profits) in relation to the Product including, without limitation:

• (a) any use or reliance on a Product by the person (including the form and content of errors in and/or omissions from any information contained in a Product);
• (b) any delay, interruption or other failure in the provision of the Product; or
• (c) any change in the form or content of the Product. In no event will Pyxis Technologies Inc.'s and Licensors' aggregate liability under any claims arising out of this agreement exceed the fees paid by Licensee under this agreement.

Except for each party's indemnification obligations or breach of Sections 2, 8 or 10, neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Section 4 are not allowed by applicable law, then the liability of Pyxis Technologies Inc., and the remedy of Licensee, shall be limited to:

1. the re-supply of any defective Product; or
   
   
   
   
2. the refund of any license fees paid by Licensee for such defective Product

15. Intellectual Property

The Licensee acknowledges that the Product and all intellectual property rights in relation to the Product are the property of Pyxis Technologies Inc. or the Licensors and Pyxis Technologies Inc. is entitled to take whatever action it may decide in order to protect its intellectual property rights in the Product.

Pyxis Technologies Inc. and the Licensee agree to maintain each other's confidential information in strict confidence. The parties agree to not reveal each other's confidential information to any third party or to use each other's confidential information for any reason other than to exercise rights or obligations clearly contemplated by this Agreement.

16. Publicity Rights

The Licensee grants Pyxis Technologies Inc. the right to include the Licensee as a customer, in any Product promotional material (Web-Site, Presentation Slides).

Licensee can deny Pyxis Technologies Inc. this right at any time by submitting a written request via email to sales@minyaa.com, requesting to be excluded partially (mentioning usable informations) or totally from Product promotional material.

17. No Assignment or Amendment

Licensee may assign this agreement to:

1. succeeding parties in the case of a merger, acquisition or change of control; or
   
   
   
   
2. if Licensee is a supplier to a government agency; provided, however, that in each case,
   • (a) Pyxis Technologies Inc. is notified in writing within ninety (90) days of such assignment,
   • (b) the assignee agrees to be bound by the terms and conditions contained in this agreement and
   • (c) upon such assignment the assignee makes no further use of the software licensed under this agreement.

Pyxis Technologies Inc. may assign its rights and obligation under this agreement without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this Agreement.

18. Tax

Payments made by the Licensee under this agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is made or received. To the extent that any such taxes or duties are payable by Pyxis Technologies Inc., the Licensee must pay to Pyxis Technologies Inc. the amount of such taxes or duties in addition to the license fee under this agreement unless Licensee is exempt from paying such taxes or duties at the time such taxes or duties are levied or assessed. Pyxis Technologies Inc. will provide the Licensee with documents requested by Licensee necessary to enable the Licensee to obtain a tax or duty refund or credit.

19. Governing Law

This agreement is governed by the laws of Quebec (QC), Canada, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of QC, Canada.