Terms and Conditions

Consilient Push™ Hosted Software License and Limited Warranty v.5 (March 2007)

PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THIS SOFTWARE. BY INSTALLING THIS SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

The software downloaded by you onto your mobile device, known as Consilient Push(TM) Client Software, including any accompanying documentation and updates you have or will acquire (collectively "Software") are protected by the copyright laws of Canada and international copyright treaties. Your possession, use or trial use (evaluation) of the Software transfers no title to the Software itself. Your use of the Software must be made in accordance with the terms of this License Agreement. Consilient Technologies Corporation ("Consilient"), the copyright holder, reserves all rights not specifically granted herein.

LICENSE

Consilient, or its authorized licensee, grants you a non-exclusive, non-transferable, revocable limited right to use the Software on your mobile devices. You may not distribute the Software to any other person. You may, however, download a new copy of it to a new mobile device should you change your device. You may not reverse engineer, decompile, disassemble, rename, modify, sell, license or create derivative works of the Software. All copyright and proprietary notices must be retained unmodified on the Software. Consilient Push(TM) is a trademark of Consilient Technologies Corporation.

TERMS FOR THE CONSILIENT HOSTED SOFTWARE SERVICE (THE "SERVICE") ONLY

You agree to pay the price posted on Consilient's website for the use of the Software and the Service. Any prices posted on the website or provided in any other material are for information purposes only and are subject to change without notice up to the date that your payment has been verified by Consilient. Payment shall be made online using our secure e-commerce website. You also agree to pay all applicable taxes resulting from your use of the Software and/or the Service.

You have chosen to accept our non-Premium Service. In the future, you understand and agree that the Service may include content targeted advertising. Please review Consilient's privacy policy (www.consilient.com) for further details on our commitment to protect your confidential information.

All notices to Consilient under this Agreement shall be sent to webstore@consilient.com.

Email support is available to you if you have purchased a license for the Software and the Service. Consilient's support terms are provided at www.consilient.com. You will be entitled to upgrades (bug fixes or minor enhancements to the Software) which may be made generally available by Consilient. Software versions deemed by Vendor to be at the end of their life cycle will no longer be supported, upgraded and maintained by Vendor. Consilient will use reasonable efforts to provide advance notice to you via its website regarding which product versions will no longer be supported.

SECURITY AND YOUR CONFIDENTIAL INFORMATION

Consilient shall use reasonable efforts to monitor and maintain the host environment and to provide connectivity, availability and operation of the Software. Licensee acknowledges that the hosting service involves forwarding your emails and does not include storage. Industry standard security features are used. Information may be cached momentarily on the server during delivery to your device. Consilient does not have redundancy built into the hosting service. To review Consilient's privacy policy, please go to www.consilient.com.

GENERAL TERMS

Term

This License will become effective on the date you accept its terms and conditions during installation and/or use of the Software and will remain in force until you or Consilient terminates the License. Consilient may terminate this License immediately if you fail to comply with the terms and conditions of this Agreement. Notwithstanding, Consilient reserves the right to cancel your use of the Software and the Service, for any reason whatsoever, with 10 days written notice to you. Email notice to you is deemed to be sufficient notice under this Agreement.

Entire License

This License sets forth the entire understanding and License between you and Consilient and may be amended only in writing signed by both parties. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, ISP OR HOSTING SERVICE, SALES PERSON OR OTHER PERSON IS AUTHORISED TO MODIFY THIS LICENSE OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE WARRANTY, REPRESENTATIONS OR PROMISES OF THIS LICENSE.

Waiver

No waiver of any right under this License shall be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right.

Severability

If any provision in this License is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this License shall remain unaffected.

Governing Law

Except as otherwise restricted by law, this License shall be governed by the laws of Newfoundland and Labrador and the laws of Canada applicable therein without giving effect to any principles of conflicts of law. You expressly agree that any action arising out of or relating to this Agreement shall be filed only in the applicable court located in Newfoundland and Labrador and you irrevocably consent and submit to the personal jurisdiction of such court for the purposes of litigating any such action. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods Act shall not apply to this Agreement.

Exporting Restriction

The transfer of technology across national boundaries is regulated by the Canadian and other Governments. You agree not to export or re-export the Software without first obtaining any required export license or governmental approval. You will not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by Canadian or another country's regulation or statute, without the prior written consent, if required, by the appropriate government bodies of either country. This provision and the assurances made herein shall survive termination of this Agreement.

U.S. Government Restricted Rights

The Software (including any documentation) is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in the Rights in Commercial Computer Software clause at DFARS 227.7202-3 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable. The Licensor is Consilient Technologies Corporation, located in St. John's, Newfoundland and Labrador, Canada.

Warranty

EXCEPT AS OTHERWISE RESTRICTED BY LAW, CONSILENT TECHNOLOGIES CORPORATION MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. CONSILIENT DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. CONSILIENT DOES NOT WARRANT THAT THE SOFTWARE OR ASSOCIATED DOCUMENTATION WILL SATISFY YOUR REQUIREMENTS OR THAT THE SOFTWARE AND DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION OF THE SOFTWARE OR CONSILIENT'S HOSTING SERVICE (IF APPLICABLE) WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

Limitation of Liability

EXCEPT AS OTHERWISE RESTRICTED BY LAW OR AS STATED HEREIN, CONSILIENT SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES (IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), INCLUDING BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. CONSILIENT SHALL NOT BE RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF SOFTWARE, LOSS OF DATA (INCLUDING EMAIL AND CALENDAR), COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. YOUR SOLE REMEDY UNDER THIS END USER LICENSE AGREEMENT IS TO CEASE USING THE SOFTWARE AND/OR TO OBTAIN ANOTHER COPY OF THE SOFTWARE FREE OF CHARGE.