Software Subscription and License Agreement

SUBSCRIPTION TO THIS SOFTWARE IS SUBJECT TO THE TERMS SET FORTH BELOW, INCLUDING BUT NOT LIMITED TO FEES, TERM OF AGREEMENT, SOFTWARE LICENSE TERMS, TERMS OF USE, CUSTOMER REPRESENTATIONS AND WARRANTY STATEMENT.

1. DEFINITIONS

a. "Software" means PJLM Software Inc.'s Print Audit Software with the current functionality provided by PJLM Software Inc. It also includes any accompanying instructions, documentation, technical data, images, and other related materials.

b. "Use" means storing, loading, installing, executing, or displaying the Software on a single device, and use of the Software by way of PJLM Software Inc.'s server.

c. "Product" means the downloadable Software product and its documentation as built at the time of the download.

d. "License" means the Software license grant and general license terms set forth herein.

e. "Terms of Use" means any and all prohibitions and restrictions on Use, including any activities engaged in by way of PJLM Software Inc.'s server.

f. "Term of Agreement" means the  period from the date a subscription is purchased to the date of termination by either the user or PJLM Software Inc.

g. "Subscriber" (sometimes referred to as "you") means the individual or entity who purchases the subscription under this Agreement.

h. "Customer" means Subscriber and any entity or individual who Uses the Software through Subscriber's subscription.

i. "This Agreement" means this entire Software Subscription and License Agreement.

j. "Reissue" means a product similar to the original Product downloaded, but updated to include those features and fixes that are included in the current release.

k. "Upgrade" means a new release of the Product that includes a substantial new facility or capability.

2. SUBSCRIPTION TERMS

a. As part of this subscription, Subscriber receives a License as described below. PJLM Software Inc. will provide updates to the Software, such as correction of "bugs" and certain limited improvements to existing functionality of the Software as PJLM Software Inc. may choose to provide. The subscription automatically includes the right to product upgrades both major and minor.  The subscription does not automatically include the right to receive new product releases by PJLM Software Inc.

b. PJLM Software Inc. charges a monthly fee for the Subscription. If you purchase this subscription, you are authorizing PJLM Software Inc. to immediately bill your credit card for the first monthly and to bill your credit card each month or year thereafter in approximately 30 day intervals. If for any reason any of our charges for these fees are rejected or refused by your credit card issuer, PJLM Software Inc. will notify you immediately and you have 10 (ten) business days after notification to ensure PJLM Software Inc. receives payment.  After 10 (ten) days this Agreement, your subscription and license to Use the Software will automatically terminate without notice. It is your sole responsibility to ensure that payment is made and to notify PJLM Software Inc. (via www.printaudit.com) of any different billing instructions or if you cancel or wish to change the credit card for our billing purposes.

c. PJLM Software Inc. will discontinue billing your credit card for any months (or years) after the month (or year) in which termination occurred. We will not pro-rate or refund any fees paid for the month (or year) in which termination occurred.

d. PJLM Software Inc. may terminate the subscription and Software License immediately without prior notice for failure to comply with any terms of this Agreement, including Software License terms or Terms of Use. Immediately upon termination, Customer will no longer have any right to Use the Software.

e. Subscriber may not assign or transfer this Agreement. Any such attempted assignment or transfer will be null and void. PJLM Software Inc. may terminate this Agreement in the event of any such attempted assignment or transfer.

f. By accepting this Agreement and purchasing this Subscription, Subscriber represents and warrants that, if a natural person, Subscriber is at least 18 years of age and/or is otherwise legally able to enter into a binding contract.

3. LICENSE GRANT AND TERMS

a. During the Term of Agreement, subject to continuing payment of monthly fees as set forth herein and to compliance with Terms of Use and the Software License, Subscriber will have a license that entitles use of a set number of software units per subscription payment.   The units that are used will be tracked via the Premier Portal.  The license is granted exclusively for the use and benefit of the subscriber and its direct end user customers.  You may not distributes units to other entities or companies for re-distribution to their end users.

b. The Software is owned, patented and copyrighted by PJLM Software Inc. or by third party suppliers. The Software License confers no title or ownership and is not a sale of any rights in the Software. Customer is granted only the right to Use the Software without right of sublicense.

c. PJLM Software Inc. may enter into licensing and distribution agreements with other companies to provide their best of breed industry solutions to Subscribers.  In such cases there may be costs additional to the monthly fee for these products or solutions.  Any additional cost to the monthly fee will be noted in a price list that can be found at www.printaudit.com/pspa

d. Customer must retain all patent, copyright notices and other proprietary legends in or on the original Software. Customer may not remove from the Software, or alter, any of the PJLM Software Inc. trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Software. Customer may not copy the Software onto any public or distributed network.

e. Customer may not modify, reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Software, copy, reproduce or distribute the Software in any way in whole or in part or create any derivative work based on the Software. Any use of these materials on any other website or networked computer environment for any purpose is prohibited. The Software is copyrighted and any unauthorized use of it is prohibited. If Customer breaches any of these terms, the License to Use the Software automatically terminates and Customer must immediately destroy any downloaded or printed materials.

f. Customer may not export or re-export this software or any copy or adaptation in violation of any applicable laws or regulations.

g. Customer agrees that Software contains proprietary information including trade secrets, know how and confidential information that is the exclusive property of PJLM Software Inc. During the period this Agreement is in effect and at all times after its termination, Customer and its employees and agents shall maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such proprietary information concerning the Software, including any flow charts, logic diagrams, user manuals and screens, to persons not an employee of Customer without the prior written consent of PJLM Software Inc.

4. DISCLAIMERS AND LIMITATIONS

a. TO THE EXTENT ALLOWED BY LAW, THIS SOFTWARE AND THE ACCESS TO OUR SERVER ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, PJLM Software Inc. SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, ACCURACY OF INFORMATIONAL CONTENT, AND FITNESS FOR A PARTICULAR PURPOSE, THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PJLM Software Inc. OR PJLM Software Inc.'s AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. PJLM Software Inc. DOES NOT REPRESENT THAT ITS SERVER WILL BE AVAILABLE AT ALL TIMES OR WILL BE FUNCTIONING PROPERLY WHEN YOU OR OTHERS WISH TO ACCESS THE FUNCTIONALITY OF THE SOFTWARE. OUR SERVER IT MAY BE UNAVAILABLE AT TIMES FOR MAINTENANCE OR FOR A VARIETY OF OTHER REASONS. WE ARE NOT LIABLE TO YOU FOR ANY PERIODS OF UNAVAILABILITY AND YOU WILL NOT BE ENTITLED TO ANY REFUNDS FOR THOSE PERIODS WHEN THE SERVER IS NOT AVAILABLE OR IS NOT FUNCTIONING PROPERLY. Some jurisdictions do not allow exclusions of implied warranties or conditions, so the above exclusion may not apply to you to the extent prohibited by applicable laws.

b. EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL PJLM Software Inc. OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING LOST PROFIT, LOST DATA, OR DOWNTIME COSTS), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SOFTWARE, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT PJLM Software Inc. WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PJLM Software Inc.'s and its suppliers' entire liability and your exclusive remedy shall be, at PJLM Software Inc.'s option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Product, or (b) repair or replacement of the Product.

c. NOTE, EXCEPT TO THE EXTENT ALLOWED BY LOCAL LAW, THESE WARRANTY TERMS DO NOT EXCLUDE, RESTRICT OR MODIFY, AND ARE IN ADDITION TO, THE MANDATORY STATUTORY RIGHTS APPLICABLE TO THE LICENSE OF THE SOFTWARE TO YOU; PROVIDED, HOWEVER, THAT THE CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY DISCLAIMED AND SHALL NOT GOVERN OR APPLY TO THE SOFTWARE PROVIDED IN CONNECTION WITH THIS WARRANTY STATEMENT.

d. PJLM Software Inc. DOES NOT PROMISE THAT THE SOFTWARE WILL FUNCTION ON OR BE COMPATIBLE WITH YOUR DEVICE. PJLM Software Inc. DOES NOT PROMISE OR WARRANT THAT YOUR DEVICE WILL BE COMPATIBLE WITH THE FUNCTIONALITY AVAILABLE THROUGH OUR SERVER. IT IS CUSTOMER'S SOLE RESPONSIBILITY TO ENSURE THAT CUSTOMER'S DEVICE AND INTERNET ACCESS ARE COMPATIBLE WITH THE SOFTWARE AND THE SERVER FUNCTIONALITY.

5. TERMS OF USE

a. As a condition of Use of the Software, Customer may not Use the Software for any purpose that is unlawful or prohibited by these Terms of Use. We reserve the right to suspend or terminate this Subscription if the Software is used for an unauthorized purpose.

b. Customer agrees not to use the Software or the Subscription to interfere with or disrupt servers or networks connected to the Software.

6. TERM OF AGREEMENT

a. The initial term of this agreement will be one year from the date of agreement.  Subscriber agrees to pay for the entire first year in equal monthly installments.  After the initial term the agreement will be on a month to month basis.

7. TERMINATION

a. Subscriber may terminate this agreement anytime after the initial one year term. 

b. Termination may be affected by contacting PJLM Software Inc. via our Web Site (www.printaudit.com) at the time you wish to cancel.

c. If the subscriber wishes to continue using any of its existing units it may purchase those units outright for an amount equal to 3 years of MPS Pricing for the individual units at PJLM Software Inc. current published prices.  Subscriber will be responsible for technical support to its customers for the purchased units.

d. If the subscriber does not wish to purchase the units outright then they will be immediately “turned off” and will cease to function.

8. SUPPORT

a. Subscriber will be responsible for direct technical and sales support of its customers that are using the software.  PJLM Software Inc. will provide support to subscriber only.

b. Subscriber must have employed a staff member who is technically certified by PJLM Software Inc.

c. PJLM Software Inc. may, at its sole discretion, deem that a certified individual must be re-certified at the subscriber’s cost.

9. ACQUISITION OF SUBSCRIBER

a. If this subscriber company is purchased by another subscriber company then the combined entity must pay PJLM Software Inc. an amount equal to two subscriptions for the term of the agreement.

10. SUBSCRIBER FEE INCREASES

a. The Subscription price for a license that entitles use of software units under this agreement shall be $2500 per month for 25,000 software units. 

b. PJLM Software Inc. may on a yearly basis, starting on January 1 of each year, with the provision of 90 days written notice to subscriber, raise the subscription price by a maximum of the average annual USA Consumer Price Index percentage change for the previous year. This information is published by the Bureau of Labor Statistics from the United States Department of Labor.

11. GENERAL PROVISIONS

a. This Agreement and any disputes arising hereunder shall be governed by the laws of Alberta, Canada, without regard to conflicts of laws principles. Customer hereby expressly consents to the jurisdiction and venue in Calgary, Alberta over any disputes arising from or related in any manner to this Agreement. The parties hereby expressly exclude the application of the U.N. Convention on Contracts for the International Sale of Goods to the Agreement.

b. If any term or provision herein is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain in full force and effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. Provisions herein which by their nature extend beyond the termination of any license of Software will remain in effect until fulfilled.

c. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer's additional or different terms and conditions will not apply. This Agreement may not be changed except by an amendment signed by an authorized representative of each party.