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Elluminate Live! License Agreement By using or installing Elluminate Live!, you (Licensee) agree to all of the terms and conditions of this License. If you do not agree to any of the terms of this License, then do not use or install Elluminate Live!. ARTICLE 1 DEFINITIONS 1.1 "Software" shall mean the computer programs and all related files and documents, as may be amended from time to time 1.2 "Technical Documentation" shall mean documentation, that describes the technical aspects of the Software. 1.3 "User Documentation" shall mean all manuals, documentation and other related materials, pertaining to the Software and drafted for end users. 1.4 "Licensor" shall mean Elluminate Inc. and its subsidiaries and affiliates. ARTICLE 2 GRANT OF RIGHTS 2.1 Licensee hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive and non-assignable license to use the Software. 2.2 Licensee shall not sublicense the Software. 2.3 Licensee shall only use the Software in support of its business and shall not make the Software available to any third party. 2.4 Licensee agrees and acknowledges that there are no limits to the number of licenses or rights that may be granted to third parties in respect of the Software and Documentation. ARTICLE 3 TITLE 3.1 Licensee agrees that title to and ownership of the Software (including all source code) and Documentation and any modifications made thereto and all intellectual property rights therein shall at all times be held by Licensor or its suppliers. 3.2 Licensee shall not have any right, title or ownership interest in the Software except as explicitly provided in this Agreement. ARTICLE 4 CONFIDENTIALITY 4.1 Licensee acknowledges that the Software contains valuable trade secrets and proprietary technology of Licensor. The Software, other than through normal usage, shall be kept in confidence and not used for any purpose other than as permitted hereunder and shall not be disclosed to any third party except as required for Licensee to operate the software. Use shall be deemed to include the filing of any patent or copyright or industrial design or trademark or any other similar application, in any country of the world. 4.2 Licensee may not create derivatives, modify, decompile or reverse engineer the Software or do anything that will reveal or generate the source code of the Software. Any such act will constitute a trespass on the property rights of Licensor. ARTICLE 5 WARRANTIES AND LIABILITY 5.1 Licensor does not represent or warrant that all errors in the Software and Documentation can or will be corrected. 5.2 EXCEPT AS OTHERWISE EXPLICITLY SET OUT HEREIN LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS CONCERNING THE SOFTWARE AND DOCUMENTATION, INCLUDING ANY AND ALL WARRANTIES AND CONDITIONS OF DESIGN, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, PERFORMANCE AND ANY AND ALL WARRANTIES AND CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE COURSE OF DEALING, USAGE OR TRADE AND THOSE WHICH MAY BE IMPLIED BY LAW. THIS AGREEMENT SETS OUT THE ENTIRE EXTENT OF ALL WARRANTIES IN RESPECT OF THE SOFTWARE AND DOCUMENTATION AND NO AGENT OF LICENSOR IS AUTHORIZED TO ALTER THE WARRANTY OBLIGATIONS OF LICENSOR. ALL ALTERATIONS SHALL BE IN WRITING. 5.3 Licensee acknowledges that it has or will have independently determined that the Software and Documentation meet its business requirements and that it shall not rely on any representation made by Licensor as to the suitability of the Software or Documentation for any particular purpose. 5.4 THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR LICENSOR TO ACCEPT ANY SUCH RISKS AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY LICENSOR, LICENSOR WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT CHARGING SUBSTANTIALLY HIGHER LICENSE FEES. 5.5 LICENSOR'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT AND THE LICENSE AND USE OF THE SOFTWARE UNDER ANY AND ALL OTHER CIRCUMSTANCES, ARISING IN ANY MANNER WHATSOEVER, SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE LICENSE FEES ACTUALLY PAID UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE FINAL ACT OR EVENT WHICH GAVE RISE TO SUCH LIABILITY. ARTICLE 6 INDEMNIFICATION 6.1 Licensor shall defend Licensee in any suit or proceeding or threatened suit or proceeding brought against Licensee based solely on a claim that the Software infringes any enforceable copyright or trademark right in Canada or the United States of America of any third party but only if: (a) Licensee shall notify Licensor in writing of any such suit or proceeding or threatened suit or proceeding promptly after Licensee first learns of such suit or proceeding or threatened suit or proceeding; and (b) Licensee shall provide, such reasonable assistance and co-operation as Licensor may reasonably request from time to time in connection with the defense of any such suit or proceeding or threatened suit or proceeding. Licensor may either defend or settle such claim. Licensor agrees to pay such damages and costs finally awarded against Licensee or payable pursuant to a settlement agreement in connection with such suit or proceeding. Licensor shall have complete control over any such suit or proceeding including, without limitation, the right to settle on behalf of Licensee on any terms Licensor deems desirable (in the sole exercise of its discretion) so long as it is at no cost to Licensee. Licensee shall have the right to be independently represented by counsel of its own choice and at its own cost. Licensee shall not settle any such claim without Licensor’s prior written consent. 6.2 If the use of any of the Software is enjoined as a result of any action, Licensor shall, at its sole option and expense either: (a) obtain for Licensee the right to continue using the Software; or (b) modify the Software so that it no longer infringe; or (c) provide Licensee with reasonable alternate software, as applicable, providing substantially features, functions and capability; or (d) refund to Licensee the license fees paid by Licensee for the Software and Licensee shall cease using the Software. 6.3 Licensor shall have no liability hereunder for infringement claims based upon modifications by or on behalf of Licensee to the Software, the combination of the Software with any other software, equipment, system or process or use of the Software other than as described in the Documentation. 6.4 The foregoing sets out the entire liability of Licensor and the sole obligations of Licensor to Licensee in respect of any claim that the Software infringes any third party rights. 6.5 Other than instances where Licensor is obligated to indemnify Licensee herein, Licensee shall indemnify and hold harmless Licensor from and against any claims, demands or causes of action whatsoever, and shall defend or settle all claims and actions brought against Licensor by third parties arising out of or related to Licensee’s use of the Software or Documentation and any third party access or use of same, howsoever such claim or action shall have occurred or arose. ARTICLE 7 NONASSIGNABILITY 7.1 Licensee shall not assign this Agreement or its rights hereunder without the prior written consent of Licensor. ARTICLE 8 DEFAULT AND TERMINATION 8.1 This Agreement and the licenses granted herein may be terminated by the non-defaulting party if any of the following events of default occur: (1) if a party materially fails to perform or comply with this Agreement or any provision hereof; (2) if a party fails to strictly comply with the provisions of Article 2 (Grant of Rights), Article 4 (Confidentiality) or Article 7 (Nonassignability); (3) if a party becomes insolvent or admits in writing its inability to pay its debts as they mature or makes an assignment for the benefit of creditors; (4) if a petition under any foreign or Canadian bankruptcy act, receivership statute or the like, as they now exist or as they may be amended, is filed by a party; or (5) if such a petition is filed by any third party or an application for a receiver is made by anyone and such petition or application is not resolved in favour of Licensee within ninety (90) days. 8.2 Termination due to a material breach of Clause 2.2 and 2.3 (Sublicense Requirements), Clause 4.2 (Confidentiality) or Article 7 (Nonassignability) shall be effective on notice. In all other cases, termination shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults have not been cured within such thirty (30) day period. 8.3 Within ten (10) days after termination of this Agreement, Licensee shall cease and desist all use of the Software and shall return to Licensor all full or partial copies of the Software in Licensee’s possession or under its control which it has not licensed hereunder. ARTICLE 9 SURVIVAL 9.1 Licensee’s obligations under Articles 3 (Title), Article 5 (Warranty) and Article 6 (Indemnification), will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason. ARTICLE 10 GENERAL 10.1 This Agreement and its exhibits contain the entire understanding and agreement between the parties respecting the subject matter hereof. This Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party’s duly authorized representative. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. 10.2 All notices, authorizations and requests in connection with this Agreement shall be deemed given (i) five days after being deposited in the mail, postage prepaid, certified or registered, return receipt requested; or (ii) one day after being sent by overnight courier, charges prepaid; and addressed as first given above or to such other address as the party to receive the notice designates by written notice to the other. 10.3 The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Province of Alberta. 10.4 If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions shall remain in full force and effect.

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