This Software License Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Software (as defined below) and is an agreement between Middle Earth Technologies Ltd. (also referred to as “MET,” "Licensor", “we,” “us,” or “our”) and you or the entity you represent ("Licensee", “you” or “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Software (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalized terms used in this Agreement.

RECITALS

A. MET is in the business of, among other things, compiling and licensing a library of computer software programs for calculating Canadian federal and provincial payroll tax withholdings, as required by Canada Revenue Agency ("CRA") to be deducted by Canadian employers from employee payroll payments, also known as the Canadian Payroll Tax Library^TM ("CPTL"), and a library of computer software programs for calculating Québec payroll tax withholdings, as required by Revenu Québec ("RQ") to be deducted by Québec employers from employee payroll payments, also known as the Quebec Payroll Tax Library^TM ("QPTL").  The CPTL and QPTL libraries can be used by software developers with other accounting or payroll related computer software or services.
B. Licensee wishes to license the CPTL and/or QPTL products (“CPTL/QPTL”) to use in connection with its own software and services. NOW, THEREFORE, the parties agree to the following terms and conditions:

TERMS AND CONDITIONS

License. MET hereby grants to Licensee and Licensee accepts from MET a nonexclusive and non-transferable world-wide license to incorporate the CPTL/QPTL in payroll or accounting software or services licensed or offered by Licensee to end users, and to use, reproduce, and distribute the CPTL/QPTL in any and all media whether now known or later devised, solely as a component of Licensee’s software or services licensed or offered by Licensee to end users. Licensee may grant sublicenses to end users to use the CPTL/QPTL (in object code form only) as a component of the Licensee’s software, provided that such sublicenses cannot permit end users to further sublicense, reproduce or distribute the CPTL/QPTL. Licensee will not decompile, reverse engineer, comprehensively copy, or sell the CPTL/QPTL, or data from the CPTL/QPTL, independently from the Licensee’s own software and/or related services. Licensee will include such restrictions on its agreements with end users regarding use of its software and the CPTL/QPTL.

Payment. Licensee will pay MET the fees set forth the MET Site for use of the CPTL/QPTL. Upon payment of the fees, MET will provide Licensee with access to a link to download the CPTL/QPTL Software Development Kit (SDK), including object code and Application Programming Interface (API) documentation. MET will provide reasonable assistance to Licensee in incorporating the CPTL/QPTL into Licensee’s product or on to Licensee’s web site.

Term. This Agreement will remain in force for a period of one year from the Effective Date hereof. Licensee may renew the Agreement for additional one-year terms by paying MET’s then current annual fee for the CPTL/QPTL products not less than ten days prior to expiration of the initial term or any subsequent term of this Agreement. A late payment charge will apply in the event renewal payment is not received prior to expiration of the initial term or any subsequent term of this Agreement. When appropriate, MET will provide Licensee interim updates reflecting Canada Revenue Agency announced changes to Canadian payroll tax withholding formulas or rates and/or Revenu Québec announced changes to Quebec payroll tax withholding formulas or rates. MET may terminate this Agreement by providing Licensee with written notice not less than ninety days prior to expiration of the initial term or any subsequent term of this Agreement.
Ownership. Licensee acknowledges and agrees that the CPTL/QPTL, including all alterations, modifications and improvements, are owned by MET. MET acknowledges and agrees that nothing in this agreement shall be construed to grant any ownership interest in Licensee’s software or services licensed or offered by Licensee to end users. 
Public Announcements. Licensee hereby permits MET to include its name in MET Client lists, which may be published on MET’s website and/or other marketing materials distributed by MET.

Limitation of Liability. Although MET exercises reasonable diligence in compiling and checking the information included in the CPTL/QPTL, MET MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION. THE CPTL/QPTL IS PROVIDED “AS IS.” MET SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED REGARDING THE CPTL/QPTL INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE WILL INCLUDE THE FOREGOING DISCLAIMERS OF WARRANTY IN ANY CONTRACT OR LICENSE WITH ALL USERS OF THE LICENSEE’S SOFTWARE OR WEB SITE RELATING TO USE OF THE CPTL/QPTL. Licensee will indemnify, defend, and hold MET harmless from any claim by a third party relating to the information and material obtained from MET. In no event will MET be liable for any incidental, consequential, or punitive damages of Licensee, regarding of the form of action or claim by Licensee.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the province of British Columbia, Canada. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any controversy or claim or dispute between the parties arising out of or related to this Agreement or to its breach shall be settled by an arbitration in accordance with the Arbitration Rules of the Province of British Columbia. The decision and award of
the arbitrators will be final and binding and the award so rendered may be entered in any court having jurisdiction of the matter. All fees and expenses of the arbitrator(s) and all other expenses of the arbitration will be borne by the parties to such arbitration in the manner determined by the arbitrator(s).

Notices. All notices and communications under this Agreement will be in writing and will be delivered in person, sent by overnight delivery, or sent by facsimile to the address set forth herein, or to any other address, as such party will designate in a written notice to the other party hereto. All notices sent pursuant to the terms of this section will be deemed received if personally delivered, then on the date of delivery, if by overnight delivery or facsimile, on the following business day.

Relationship of the Parties. Nothing contained herein will be deemed to create a partnership, joint venture, agency or employment relationship between the parties hereto. Neither party is authorized to enter into any contract or commitments on behalf of the other, or assume any obligation for, or otherwise bind the other party financially or otherwise, nor will it represent that is has such authority.

Assignment. The terms, provisions and conditions of this Agreement will be binding upon and inure to the benefit of the parties hereto, their respective nominees, successors, assigns and legal representatives. Licensee may assign this Agreement to any affiliate or Parent Corporation, provided, however, that such assignee agrees to be bound by the provisions of this Agreement and assume the obligations of this Agreement, and further provided, that Licensee will guarantee the performance of such assignee. Licensee will not otherwise assign or transfer this Agreement without the written consent of MET.
Waiver. None of the terms of this Agreement will be deemed to be waived or modified except by an express Agreement in writing signed by both parties. The failure of a party hereto in enforcing any of its rights under this Agreement will not be deemed a continuing waiver or modification by such party of any of its rights under this Agreement.

Severability. If any provision of this Agreement is for any reason declared to be invalid, the validity of the remaining provisions will not be affected thereby.
Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. No change, addition or amendment will be made except by written document signed by the parties hereto.

Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. No change, addition or amendment will be made except by written document signed by the parties hereto.