Zapeze 1.0

EULA - End User License Agreement

Zapeze Subscriber Agreement

ACCEPTANCE OF TERMS AND CONDITIONS

Please read this Subscriber Agreement carefully before accessing or
using a Zapeze software or service we offer. The terms and conditions
regarding your application for and use of the Zapeze account, website
and software are contained within this Subscriber Agreement. By
accessing a Zapeze account or using the Zapeze software or service,
whether a trial account or a paid account, you, the Subscriber, agree to
be bound by the terms and conditions of this agreement. Hagel
Technologies and its affiliates, licensors and suppliers provide
information and services to you, the user, conditioned on your
acceptance without modification of the terms, conditions and notices
contained in this Subscriber Agreement.

LICENSE GRANT

Subject to the terms of this Agreement, Hagel Technologies grants
to you, a non-exclusive, revocable, nontransferable license to use the
Service, and a non-exclusive, nontransferable license to use the
Software in connection with the Service, for a 30-day trial period
without charge and thereafter on a prepaid basis for so long as you
maintain an authorized and fully-paid account.

You may not (a) sublicense, rent, lease, loan or otherwise transfer
the Software or the Service (or any part thereof), including without
limitation user IDs or passwords; (b) modify, adapt, reverse engineer or
decompile the Software, or otherwise attempt to derive source code from
the Software; (c) create any derivative works in respect of the Software
or the Service; or (d) otherwise use the Software or the Service except
as expressly provided in this Agreement. Title to the Software, and all
rights with respect to the Software and Service not specifically granted
under this Agreement, including without limitation all rights of
reproduction, modification, distribution, display, disassembly and
decompilation and all copyright, patent, trademark, trade secret and
other proprietary rights and interests are reserved to Hagel
Technologies

SERVICE FEE

Our fees and billing procedures are published in the registration
section of the Web Site, which are incorporated herein by this
reference. All fees are stated in U.S. Dollars. YOUR MEMBERSHIP FEES ARE
PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART FOR ANY
REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INTERRUPTION OR
UNAVAILABILITY OF SERVICE. We may automatically charge your credit card
on a recurring basis for applicable account fees, plus any applicable
taxes we are required to collect, and you authorize us to do so. All
recurring account fees are payable in advance. YOU ARE FULLY LIABLE FOR
ALL CHARGES TO YOUR ACCOUNT. The first thirty (30) days after the
opening of your account is a free trial period. You will not be charged
any account fees if you cancel your account within the thirty (30) day
trial period. Any person who has been a member is not eligible for any
subsequent free trial period. By paying by credit card, you represent to
Hagel Technologies that you are the authorized user of the credit card
used to pay the Account fee. You agree to promptly notify Hagel
Technologies of any changes to your credit card account number, its
expiration date and/or your billing address, and you agree to promptly
notify Hagel Technologies if your credit card expires or is canceled
for any reason.

Hagel Technologies reserves the right to alter the fees payable for
the Service. Any alteration to the fees will be posted on the Web Site
at least 30 days prior to such increase taking effect. If you do not
agree to any such increase, you should terminate your Account prior to
the date on which the alteration takes effect, otherwise the revised
amount will automatically be debited from your Account.

CANCELLATION / TERMINATION

Voluntary

You may cancel at any time by contacting cancel@zapeze.com. Hagel
Technologies is not responsible for cancellation emails sent to the
wrong email address. Your account will be terminated upon Hagel
Technologies receiving your cancellation notice. If you are part way
through a yearly billing cycle, the remaining days in that cycle are
forfeited.

Involuntary

If you fail to pay your obligations due under this Subscriber
Agreement, or if you breach any portion of this Subscriber Agreement,
Hagel Technologies may immediately terminate this Subscriber Agreement.
Hagel Technologies is not liable for any damages that may result from
termination carried out in accordance with this Subscriber
Agreement.

If this license is terminated for any reason, you must uninstall
Zapeze software and destroy all Zapeze software copies in your
possession.

YOUR REGISTRATION OBLIGATIONS

In consideration of your use of Zapeze services, you agree to provide
full and accurate information about yourself as requested in our
registration form and to update that information in a timely manner as
such information changes. If we ever find, or if we have reason to
believe that any information is untrue, inaccurate or incomplete, we
have the right to suspend or terminate your account and refuse any and
all future use of the services.

SUBSCRIBER RESPONSIBILITIES

You are fully responsible for the contents of your transmissions
through Zapeze service. Your use of Zapeze service is subject to all
applicable local, state, national, and international laws and
regulations. You agree not to use the services for illegal purposes. You
shall not interfere with another Subscribers use and enjoyment of the
Zapeze services. You must (a) obtain and pay for all equipment and
third-party services (e.g., Internet access and email service) required
for you to access and use Zapeze services; (b) maintain any security of
your subscriber identification, and other confidential information
relating to your Zapeze account and; (c) be responsible for all charges
resulting from the use of your Zapeze account.

PASSWORD

In connection with your establishment of an account through Zapeze,
you will be required to select a password. You are responsible for
maintaining the confidentiality of your password and user id, and are
fully responsible for all activities that occur under your user ID. You
agree to immediately notify us of any unauthorized use of your account
or any other breach of security. Neither Hagel Technologies or its
affiliates, nor their employees or agents will be liable for any loss or
damage arising from your failure to comply with this section.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the services, you warrant to Hagel
Technologies and its affiliates that you will not use the services for
any purpose that is unlawful or is prohibited by these terms,
conditions, and notices. You agree to comply with all local rules
applicable to you in your use of the services. You agree not to
reproduce, resell or exploit for any commercial purposes, any portion of
the services. If you violate any of these terms, your permission to use
the services automatically terminates.

NON-ASSIGNMENT

Except as otherwise set forth herein, your rights under this
Agreement are not assignable or transferable. Any attempt by your
creditors to obtain an interest in your rights under this Subscriber
Agreement, whether by attachment, levy, garnishment or otherwise,
renders this Subscriber Agreement voidable at Hagel Technologies'
option.

PRIVACY STATEMENT

Hagel Technologies has built its electronic service with your privacy
and security in mind. To ensure your privacy, Hagel Technologies
periodically publishes a Privacy Statement that is incorporated by
reference into this Subscription Agreement. You can view the Privacy
Statement at http://www.zapeze.com/sales/privacy. Please check this
page periodically for changes in our privacy policy. By agreeing to the
terms of this Subscription Agreement you acknowledge that you have read,
understand and agree to the provisions of the Privacy Statement.

MODIFICATIONS TO SUBSCRIBER AGREEMENT

Except as otherwise provided in this Subscriber Agreement, you agree,
during the term of this Subscriber Agreement, that Hagel Technologies
may: (1) revise the terms and conditions of this Subscriber Agreement;
and/or (2) change part of the services provided under this Subscriber
Agreement at any time. Any such revision or change will be binding and
effective immediately upon posting of the revised Subscriber Agreement
or change to the service(s) on Zapeze Web site, or upon notification to
you by e-mail. You agree to periodically review Zapezes Web site,
including the current version of this Subscriber Agreement available on
Zapezes Web site, to be aware of any such revisions. If you do not
agree with any revision to the Subscriber Agreement, you may terminate
this Subscriber Agreement at any time by providing notice to Hagel
Technologies. Notice of your termination will be effective on receipt
and processing by Hagel Technologies. Any fees paid by you if you
terminate this Subscriber Agreement are non-refundable. By continuing to
use Zapeze services after any revision to this Subscriber Agreement or
change in service(s), you agree to abide by and be bound by any such
revisions or changes. Hagel Technologies is not bound by nor should you
rely on any representation by (i) any agent, representative or employee
of any third party that you may use to apply for Zapeze service; or in
(ii) information posted on Zapeze Web Site of a general informational
nature. No employee, contractor, agent or representative of Hagel
Technologies is authorized to alter or amend the terms and conditions of
this Subscriber Agreement.

MODIFICATIONS TO SERVICES

Hagel Technologies reserves the right to discontinue or modify any
service with or without notice. Hagel Technologies shall not be liable
to you or any third party should Hagel Technologies exercise its right
to discontinue or modify the service in any way.

NO RESALE OF THE SERVICES

You agree not to resell the use of the Zapeze service without an
authorized Zapeze Reseller Agreement.

FORCE MAJEURE

You agree not to hold Hagel Technologies responsible for, any
cessation, interruption or delay in the performance of its obligations
hereunder due to earthquake, flood, fire, storm, natural disaster, act
of God, war, armed conflict, terrorist action, labor strike, lockout,
boycott.

INDEMNITY

You agree to release, indemnify, defend and hold harmless Hagel
Technologies and any of its contractors, agents, employees, officers,
directors, shareholders, parents, affiliates and assigns from all
liabilities, claims, damages, costs and expenses, including reasonable
attorney's fees and expenses, of third parties relating to or arising
out of (a) this Subscriber Agreement or the breach of your warranties,
representations and obligations under this Subscriber Agreement, (b)
falsehoods or misrepresentations of fact by you on the Account
Application, (c) any intellectual property or other proprietary right of
any person or entity, (d) failure to disclose a material fact on the
Account Application if the misrepresentation or omission was made
negligently or with intent to deceive any party, (e) failure to take the
precautions necessary to prevent the compromise, loss, disclosure,
modification or unauthorized use of your password and account name.
When Hagel Technologies is threatened with suit or sued by a third party,
Hagel Technologies may seek written assurances from you concerning your
promise to indemnify Hagel Technologies, your failure to provide those
assurances may be considered by Hagel Technologies to be a material
breach of this Subscriber Agreement. Hagel Technologies shall have the
right to participate in any defense by you of a third-party claim
related to your use of any Hagel Technologies services, with counsel of
our choice at your own expense. You shall have sole responsibility to
defend Hagel Technologies against any claim, but you must receive Hagel
Technologies' prior written consent regarding any related settlement.
The terms of this paragraph will survive any termination or cancellation
of this Subscriber Agreement.

SEVERABILITY

You agree that the terms of this Subscriber Agreement are severable.
If any term or provision is declared invalid or unenforceable, in whole
or in part, that term or provision will not affect the remainder of this
Subscriber Agreement; this Subscriber Agreement will be deemed amended
to the extent necessary to make this Subscriber Agreement enforceable,
valid and, to the maximum extent possible consistent with applicable
law, consistent with the original intentions of the parties; and the
remaining terms and provisions will remain in full force and effect.

SURVIVAL

This Subscriber Agreement shall be applicable for as long as your
Zapeze account remains active and you have not breached any provision of
this Subscriber Agreement.

GOVERNING LAW

This agreement will be governed by and construed according to the law
of the British Columbia, Canada. The parties irrevocably submit to the
exclusive jurisdiction of the Courts of British Columbia, Canada. This
agreement is deemed to have been made in British Columbia, Canada.

DISCLAIMER OF WARRANTY

ZAPEZE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" AND WITHOUT
WARRANTIES AS TO PERFORMANCE OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR ANY OTHER WARRANTIES EXPRESSED OR IMPLIED. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU
SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM
JURISDICTION TO JURISDICTION.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL HAGEL TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE TO
YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF
ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF, OR
INABILITY TO USE, ZAPEZE, EVEN IF HAGEL TECHNOLOGIES HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HAGEL TECHNOLOGIES'
LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY
OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.

HIGH RISK ACTIVITIES

ZAPEZE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE
IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING
WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT
NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS
SYSTEMS, DIRECT LIFE-SUPPORT MACHINES, OR ANY OTHER APPLICATION IN WHICH
THE FAILURE OF ZAPEZE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR
SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, "HIGH RISK
ACTIVITIES"). HAGEL TECHNOLOGIES EXPRESSLY DISCLAIM ANY EXPRESS OR
IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

NON-ASSIGNMENT

Except as otherwise set forth herein, your rights under this
Agreement are not assignable or transferable. Any attempt by your
creditors to obtain an interest in your rights under this Subscriber
Agreement, whether by attachment, levy, garnishment or otherwise,
renders this Subscriber Agreement voidable at Hagel Technologies'
option.

ENTIRE AGREEMENT

This is the entire agreement between you, Hagel Technologies, which
supersedes any prior agreement or understanding, whether written or
oral, relating to the subject matter of this license.