GO:JETSTREAM SOFTWARE END USER LICENSE AGREEMENT

This agreement (the "Agreement") is made between JET DIGITAL INC. ("Jet Digital"), incorporated under the laws of British Columbia, Canada and the user downloading, installing, and using software from Jet Digital ("Licensee") (together, the "Parties").

WHEREAS: Jet Digital has developed Licensed Technology (as defined below) called Go:JetStream Secure Accelerated File Transfer Software (“JetStream”), and Licensee wishes to license Licensed Technology on the terms and conditions set out below.

The Parties agree as follows:

1.	LICENSE

1.1.	Technology License. Subject to the terms and conditions contained herein, Jet Digital hereby licenses to Licensee a worldwide, royalty-free (except for the fees due under this Agreement), non-transferable and non-exclusive, right to use the Licensed Technology (as defined below) solely for internal business purposes within the Licensee. The license granted herein does not include any right to modify or create derivative works based upon the Licensed Technology.

1.2.	Licensed Technology. "Licensed Technology" means the proprietary JetStream Server and Client software technology owned by Jet Digital and all updates, modifications and additions to that technology developed by Jet Digital during the Term of this Agreement (but for greater certainty excluding any such modifications and additions that are specific to Licensee, as contemplated by any separate services agreement). Licensed Technology may be referred to in the Agreement collectively as “Licensed Technology” and individually as “Licensed Server Technology” or “Licensed Client Technology.” Jet Digital will retain authorship and ownership of all right title and interest in the Licensed Technology, including, without limitation, all patents, copyrights, designs, ideas and other intellectual property rights therein.

1.3.	Reservation of Rights. Licensee's rights to Licensed Technology are limited to those expressly granted in this Agreement, subject to the terms and conditions of this Agreement.

1.4.	Enhancements & Modifications of Licensed Technology. Notwithstanding Section 1.1, any enhancements, improvements or modifications to the Licensed Technology made by either party will be the sole and exclusive property of Jet Digital and will form part of the Licensed Technology licensed to Licensee under Section 1.1. In the event that Licensee creates any enhancements, improvements or modifications to the Licensed Technology, Licensee hereby assigns (and agrees to assign) all right, title and interest in such enhancements, improvements or modifications to Jet Digital.

1.5.	Services. Jet Digital or its authorized representative will perform the development, customization and support services (collectively the "Services") to initially install the Licensed Technology in the business of Licensee, as separately quoted in the Order Form. Jet Digital or an authorized representative will, at all times, perform the Services in a timely, competent and professional manner in accordance with generally accepted industry standards, all applicable laws, and this Agreement. Licensee will provide timely assistance and access to its information and staff as may be reasonably required by Jet Digital with respect to Jet Digital's performance of the Services.

1.6.	Customization. Any additional development, customization or support services beyond the initial installation of the Licensed Technology that may be undertaken from time to time ("Customizations"), will be pursuant to a separate services agreement between Jet Digital and Licensee.

2	LICENSE FEE

2.1.	License Fee. Subject to the terms of this Agreement, the current version of the Licensed Client Technology is free to download and use. Licensee agrees to pay Jet Digital or its authorized representative, as compensation for the grant of the license to the Licensed Server Technology during the Term, and performance of the Support described hereunder, recurring fees as separately quoted in the Order Form for the use of the Licensed Technology. Except as otherwise specified herein or in the Order Form, payment obligations are non-cancelable and fees paid are non-refundable.

2.2.	Taxes. In addition to the above fee, Licensee agrees to pay all applicable excise, sales, goods and services, and use taxes imposed by any federal, provincial, municipal, state or other governmental authority on such Fees.

3	SUPPORT FOR LICENSED TECHNOLOGY

3.1.	Monitoring, Maintenance & Correction of Program Errors. Jet Digital shall regularly and actively monitor and maintain the Licensed Technology and will promptly investigate and use reasonable efforts to correct all program errors discovered by Licensee or Jet Digital in the Licensed Technology as soon as practicable.

3.2.	Licensed Server Technology Support. During the Term (as described below), Jet Digital or authorized representative will provide basic technical support services (the "Support," as described below) regarding the Licensed Server Technology to Licensee. The Support will be provided through electronic mail, telephone, or instant-messaging service. Support Services include assistance on the use of the Software during normal business hours (9 a.m. to 5 p.m. Pacific Standard Time). Support Services also include periodic Updates to the Software. In cases where more substantial services are required beyond levels of Support indicated above, the Parties agree to amend the License Fee accordingly.

3.3.	Disclaimer of Warranty. OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT, JET DIGITAL MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE, QUALITY OR SUITABILITY OF THE LICENSED TECHNOLOGY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED OR STATUTORY WARRANTIES RELATING TO THE LICENSED TECHNOLOGY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXCLUDED. JET DIGITAL DOES NOT PROMISE THAT THE LICENSED TECHNOLOGY WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT THE LICENSED TECHNOLOGY WILL MEET LICENSEE'S BUSINESS REQUIREMENTS.

4	REPRESENTATIONS, WARRANTIES AND INDEMNITIES

4.1.	Jet Digital's Representations. Jet Digital makes the following representations and warranties to Licensee:
a) Jet Digital will comply with all laws applicable to the performance of its obligations under this Agreement.
b) Jet Digital has full corporate power to enter into this Agreement, to carry out its obligations hereunder and to grant the rights herein granted to Licensee.

4.2.	Licensee's Representations. Licensee makes the following representations and warranties to Jet Digital:
a) Each of Licensee's employees, consultants or partners who will have access to any Confidential Information of Jet Digital, will have signed, before beginning such involvement, Licensee's standard confidentiality agreement
b) Licensee has full power to enter into this Agreement and to carry out its obligations hereunder and to grant the rights herein granted to Jet Digital
c) Licensee will comply will all laws applicable to the performance of its obligations under this Agreement.

4.3.	Indemnification. Each party will indemnify, defend, and hold the other party and its officers, employees, consultants and agents harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages arising out of or in connection with any breach or alleged breach of this Agreement (including any representation or warranty set forth in this Section 4) or arising out of any negligence or willful misconduct by the indemnifying party.

4.4.	Indemnified Actions. If an action is brought for which indemnity is sought under Section 4.3, the party seeking indemnity will send written notice to the other party specifying the nature of the action and the total damages or other relief sought. The party seeking indemnity will reasonably cooperate with the indemnifying party at the indemnifying party's expense in connection with the defense of any such action. The party seeking indemnity reserves the right to employ separate counsel and participate in the defense at its expense.

4.5.	Exclusion of Certain Damages. EXCEPT WITH RESPECT TO THE PARTIES OBLIGATIONS UNDER SECTION 5, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR THE LOSS OF ANTICIPATED PROFITS ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT BY SUCH PARTY, EVEN IF SUCH PARTY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

4.6.	Limitation of Liability. IN NO EVENT SHALL JET DIGITAL BE LIABLE FOR ANY LOSSES OR DISRUPTION OF LICENSEE'S BUSINESS DUE TO INABILITY TO CONNECT WITH THE HOST SERVER SOFTWARE, ANY INACCURACIES IN THE LICENSEE'S DATA, LOSS OF DATA OR MISINTERPRETATION OF LICENSEE'S DATA. FURTHERMORE, IN NO EVENT SHALL JET DIGITAL’S TOTAL AGGREGATE LIABILITY TO LICENSEE FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS IN SECTION 4.3 ABOVE), REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY RECEIVED BY JET DIGITAL IN THE PREVIOUS 12 CALENDAR MONTHS BEFORE SUCH CLAIM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OR THE CAUSE OF ACTION OR ALLEGED BASIS OF THE CLAIM, AND EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, FAIL OF THEIR ESSENTIAL PURPOSE.

5	CONFIDENTIAL INFORMATION

5.1.	"Confidential Information" means Confidential Information of Jet Digital and Confidential Information of Licensee, except to the extent any of the following may be included therein: a) information that becomes known to the general public without breach of the nondisclosure obligations of this Agreement; b) information that is customarily disclosed to others without restriction on disclosure; and c) information that is obtained from a third party or as independently developed without any direct or indirect use of other Confidential Information whatsoever or any breach of a nondisclosure obligation (including, without limitation, any restriction on disclosure).

5.2.	"Confidential Information of Jet Digital" means: a) the Licensed Technology; b) the terms of this Agreement, other than the Confidential Information of Licensee; c) any information concerning the existing or future products of third parties; d) any methods used by Jet Digital or its Affiliates to prevent unauthorized duplication of software programs; e) any additional information designated in writing as "confidential" by Jet Digital.

5.3.	"Confidential Information of Licensee" means: a) the intellectual property embodied in the software of any Licensee projects; b) any information disclosed by Licensee to Jet Digital in connection with any Licensee projects; c) any information concerning Licensee's or its Affiliates' marketing or future project plans; and d) any additional information designated in writing as "confidential" by Licensee or its Affiliates.

5.4.	Protection of Confidential Information. Each party agrees to hold in confidence, and not to use except as expressly authorized in this Agreement, all Confidential Information of the other party and to use at least the same degree of care that it uses to protect its own Confidential Information of like importance, but in no event less than reasonable care, to prevent the unauthorized disclosure or use of the other party's Confidential Information, both during and after the Term of this Agreement. Except as agreed in writing by the other party, each party will not disclose any of the other party's Confidential Information to any person other than such of its directors, officers, employees, agents, representatives, and advisors who need to use such Confidential Information in the performance of this Agreement (or to enforce any right or remedy under this Agreement), in each case who have legally-binding confidentiality obligations no less restrictive than this Section 5, and each party acknowledges and agrees in each case that the acts and omissions of each such further recipient with respect to the other party's Confidential Information will be deemed to be acts or omissions of that party. If a party is required to disclose the other party's Confidential Information by operation of law (including by court process or pursuant to regulatory body or lawful authority), it may do so provided that it gives notice as soon as practicable in the circumstances to the other party of such requirement and assists the other party, at the other party's expense, in contesting or restricting such disclosure.

5.5.	Data Usage. Jet Digital may periodically collect anonymous telemetry data from JetStream services to assist in the improvement of the product. This data does not contain personally identifying information, and it is not shared with third parties. Instructions to disable telemetry collection are available in the JetStream documentation.

6	TERM & TERMINATION

6.1.	Term. The term of this Agreement will commence: 
a) Upon installation for the Licensed Client Technology; and
b) For the Licensed Server Technology, on the Effective Date as noted in the Order Form and continue for the period noted in the Order Form. The term of this Agreement will automatically renew in accordance with the provisions of this Agreement or by mutual consent of the parties.

6.2.	Termination by Licensee. The Licensee may terminate the terms for the Licensed Client Technology at any time. The Licensee may terminate the terms for the Licensed Server Technology by emailing Jet Digital at sales@gojetstream.io at least thirty (30) days prior to termination. Termination of the Licensee's account does not relieve the Licensee of any obligation to pay any outstanding fees.

6.3.	Termination by Jet Digital. If Jet Digital terminates these terms for reasons other than for cause, then Jet Digital will make reasonable efforts to notify the Licensee at least thirty (30) days prior to termination via the email address the Licensee provides to Jet Digital or its authorized representative. Unless stated in Additional Terms, Jet Digital may, at any time, terminate the Licensee's right to use and access the Service or Software if:
a) Licensee breaches any provision of these terms (or act in a manner that clearly shows Licensee does not intend to, or is unable to, comply with these terms);
b) Licensee fails to make the timely payment of fees for the Software or the Services to Jet Digital or its authorized representative, if any;
c) Jet Digital is required to do so by law (for example, where the provision of the Services or Software to the Licensee is, or becomes, unlawful).

6.4.	Survival. After termination of this Agreement, Section 4, Section 5, and Section 7 will continue in effect.

7	GENERAL

7.1.	Notices. Any notices given under this Agreement shall be delivered either by messenger or overnight delivery service, or sent by electronic mail with a confirmation sent via certified or registered mail, postage prepaid and return receipt requested, to the addresses set forth on the first page of the Agreement or at such other reasonable address or email address at which personal delivery may be effected of which a party may from time to time advise. Such notices shall be deemed to have been given on the day when actually received by the party to whom the notice is given.

7.2.	Amendment. No amendment or modification of this Agreement will be made except by an instrument in writing signed by both parties.

7.3.	Equitable Relief. Each party acknowledges that the performance of its obligations hereunder and the rights and licenses granted to the other party hereunder are of a unique, unusual, extraordinary and intellectual character which gives them a special value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, that a material breach by either party of this Agreement will cause the other great and irreparable injury and damage and, therefore, that the non­breaching party will be entitled to seek injunctive relief to prevent such injury or damage, in addition to any other right or remedies that the non-breaching party may have as a result of the breach.

7.4.	Force Majeure. Neither party will be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of material or supplies or any other cause reasonably beyond the control of such party ("Force Majeure"), provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof, and uses its diligent, good faith efforts to cure the breach. In the event of such a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure but not in excess of six (6) months.

7.5.	Assignment. Licensee will not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Jet Digital. Subject to the previous sentence, this Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assignees.

7.6.	Governing Law. This Agreement will be exclusively governed by and construed under the laws of the province of British Columbia, Canada (except to the extent federal law is controlling on the subject matter), without application of its conflicts or choice of law rules. All disputes brought by either party arising under this Agreement will be brought exclusively in a federal or provincial court of competent jurisdiction in Vancouver, British Columbia, as permitted by law, and each party hereby submits to the exclusive jurisdiction and venue in such courts and waives and waives any objection it may now or hereafter have to venue or to convenience of forum.

7.7.	Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, such provision will be enforced to the extent permissible and the remaining provisions of this Agreement will not be affected.

7.8.	Entire Agreement. This Agreement (which includes the Order Form and any payment authorization forms) constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, correspondence and agreements with respect to the same subject matter between the parties. This agreement and any amendment hereto may be executed in counterparts and delivered in hard copy or by email.
