LICENSE AGREEMENT

AccedePlus Online Business Systems
Last Revised: May 1, 2006

YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS: AccedePlus Online Business Systems (THE “SOFTWARE” OR “ACCEDEPLUS MODULES”) LICENSE AGREEMENT ("LICENSE") IS AN AGREEMENT BETWEEN YOU AND ACCEDE LTD. FOR THE USE OF THE SOFTWARE. BY LICENSING AND INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE (UNLESS YOU HAVE ENTERED INTO A DIFFERENT LICENSE AGREEMENT FOR THE SOFTWARE SIGNED BY ACCEDE LTD. AND THAT AGREEMENT PROVIDES THAT IT WILL GOVERN YOUR USE OF ACCEDE PLUS ONLINE BUSINESS SYSTEMS). IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT PURCHASE, INSTALL OR USE THE SOFTWARE.

1. License. Subject to the terms of this Agreement and full payment of the applicable license fees, Accede Ltd. hereby grants You a limited, non-exclusive, non-assignable, non-sublicensable license to install, use and modify the AccedePlus Online Business Systems for use on one domain name.

2. License Restrictions. You may not:
(a) Reproduce or distribute all or any portion of the Software to any third party;
(b) Remove any proprietary notices from the Software or any copy thereof;
(c) All information, data, drawings, specifications, documentation, software listings, source or object codes which the Licensor may have disclosed or given to or may from time to time disclose or give to the Licensee relating to the Software and the System or both, is proprietary, secret and confidential to the Licensor. The Licensee agrees with the Licensor that it will use such materials solely in accordance with the provisions of this agreement and that it will not at any time during or after the expiry or termination of this agreement, disclose those materials, whether directly or indirectly, to any third party without the Licensor's prior written consent;
(d) The Licensee further agrees with the Licensor that it will not itself (or through any holding, subsidiary or associated company, agent or third party), modify, vary, enhance, copy, sell, lease, license, sub-license or otherwise deal with the Software or any parts, variations, modifications, copies, releases, versions or enhancements of the Software or have any software or other program written or developed for itself or others based on any confidential information supplied to it by the Licensor.

3. Copyright;
(a) Proprietary Rights. The Software is protected by New Zealand and international copyright laws. Except for the limited license granted to You, Accede Ltd reserves all right, title and interest to the Software and all associated icons and graphics. Title to and ownership of the Software, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of Accede Ltd. You shall not take any action to jeopardize, limit or interfere with Accede Ltd’s ownership of and rights with respect to the Software. You acknowledge that any unauthorized copying or use of the Software and/or graphics is a breach of this License.
(b) The Licensor warrants and represents to the Licensee that the Licensor has good title to the Intellectual Property [Software] and that to the best of its knowledge, having made reasonable inquiry, the Intellectual Property [Software] does not infringe any patent, copyright, trade name, trade mark, trade secret or confidential information or other rights of any third party.
(c) If the Licensee becomes aware of any infringement of the Intellectual Property [Software] the Licensee agrees to report such infringement immediately to the Licensor together with all relevant information in the Licensee's possession. The parties agree then to consult together as to the most appropriate course of action to be taken (if any) and by whom and as to the apportionment of legal and other expenses and recovery of damages.

4. Delivery and Installation. Unless otherwise agreed by Accede Ltd in writing, you are solely responsible for delivery and installation of the Software. Except as specified herein and unless otherwise agreed in writing by the parties, Accede Ltd is not obligated to provide training, maintenance or support of any kind for the Software.

5. Modifications to the Software. Subject to the terms and conditions of this License and during the effective term only of this License, You may alter and/or modify the Software and You may commission third parties for the sole, limited purpose of altering and/or modifying the Software in accordance with the terms set forth herein. You agree and acknowledge that any alteration or modification of the Software:
(a) is made and used at Your own risk;
(b) may be used only by You for your internal purposes in accordance with the limited purposes set forth in this License, and
(c) may not directly or indirectly be sold, resold, licensed, distributed or otherwise transferred to any third party or parties. This prohibition applies to both altered Accede Ltd code and any new code developed by license holders specifically for use with AccedePlus Online Business Systems. The foregoing restrictions shall survive the termination or expiration of this License. The only exceptions to these restrictions are modifications that are freely shared on the AccedePlus Online Business Systems web site.

6. Your Responsibilities. In addition to the other terms and conditions set forth in this License, You are responsible for providing and maintaining all equipment and Internet connections necessary to install and properly use the Software, including, without limitation, computer hardware and software, modems, and telephone and/or network services. Accede Ltd does not access, control, edit or screen any message or posting content transmitted using the Software or related services; therefore, You are solely responsible for the receipt or transmission of any and all content using the Software and You use the Software.

7. Promotional Materials. You agree that Accede Ltd may list the web address of a web page You create utilizing the Software in promotional materials and/or on Accede Ltd’s website.

8. Termination. Accede Ltd may terminate this License if You fail to comply with the terms of this License or any applicable agreement relating to professional or other services Accede Ltd may provide to you. You may terminate this License at any time by destroying or removing from all hard drives, networks, and other storage media all copies of the Software. Upon any termination, You must remove the Software from your computer equipment, external web hosting servers and destroy all originals and copies of the Software in your possession. The following sections shall survive any termination of this agreement and shall be effective in accordance with their terms: 2, 3, 5, and 8 through 15.

9. Indemnity. You agree to indemnify, hold harmless and defend Accede Ltd, at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Accede Ltd arising out of or relating to your:
(a) violation or breach of any term of this License, or
(b) use or misuse of the Software.

10. Warranties. You represent and warrant that You are solely responsible for ensuring compliance with all applicable laws.

11. Refunds. Accede Ltd does not accept any returns nor make any refunds for the Software. You are responsible for verifying server and software compatibility before installing AccedePlus Online Business Systems.

12. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED "AS IS" AND YOU ASSUME ALL RISK WITH ITS INSTALLATION, CONFIGURATION AND USE, UNLESS AGREED THAT ACCEDE LTD INSTALLS THE SOFTWARE ON YOUR BEHALF. THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY ACCEDE LTD, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. FURTHER, ACCEDE LTD DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, ACCURATE, COMPLETE, OR ERROR-FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SOFTWARE AND ANY ASSOCIATED SERVICES.

13. Limitation of Liability. YOU ASSUME ALL RISK ASSOCIATED WITH THE INSTALLATION AND USE OF THE SOFTWARE (INCLUDING WITHOUT LIMITATION ALL CONDUCT ASSOCIATED WITH EVENT ADMINISTRATION). IN NO EVENT SHALL ACCEDE LTD BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR PERFORMANCE OF ANY RELATED SERVICES, EVEN IF ACCEDE LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ACCEDE LTD'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENSE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO ACCEDE LTD FOR THE USE OF THE SOFTWARE. YOU HEREBY RELEASE ACCEDE LTD FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.

14. General Provisions. The terms set forth in this License and any related service agreements constitute the final, complete and exclusive agreement with respect to the Software and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this License shall nonetheless remain in full force and effect. However should either party consider such deletion substantially affects or alters the commercial basis of this agreement it may give notice in writing to the other to terminate this agreement. Any term of this License may be amended and the observance of any term may be waived only with the written consent of the parties. The failure of Accede Ltd at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

15. Governing Law. This agreement is governed by and construed in accordance with the laws of New Zealand for the time being in force, and the parties agree to submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

16. Notices.
(a) Any notice, document, request, demand or other communication ("notices") to be given for the purposes of this agreement must be in writing and may be served personally or sent by registered mail or document exchange to the address of the party specified below in Item number of the Schedule or such other address as that party may notify the other party in writing, from time to time or by facsimile or electronic mail to the facsimile or electronic mail number of that party specified below in Item number of the Schedule (if any) or such other facsimile or electronic mail number as that party may notify the other party, in writing, from time to time.
(b) Notices given:
(i) personally are deemed served upon delivery;
(ii) by post or document exchange are deemed served 2 business days after posting;
(iii) by airmail to an address outside New Zealand are deemed served 5 business days after posting;
(iv) by facsimile or electronic mail are deemed served upon receipt of the correct answer-back or receipt code in the case of facsimile and transmission in the case of electronic mail.
(c) Any such notice which has been served on a non-business day, is deemed served on the first business day after such day.
(d) A notice may be given by an authorised officer, employee or agent of the party giving the notice.
(e) Time is of the essence.

If You have any questions concerning this License, please write to: Accede Ltd, P O Box 1807, Queenstown, 9157, New Zealand, or visit the website at http://www.plus.accede.co.nz.