END-USER LICENSE AGREEMENT

PURSUANT TO THIS END-USER LICENSE AGREEMENT BIZWIZ CONSULTING GROUP LTD. ("BIZWIZ") IS LICENSING A SOFTWARE AND ANY ACCOMPANYING DOCUMENTATION (collectively, the “Software”) TO YOU ONLY ON THE TERMS SET OUT IN THIS AGREEMENT. BY SIGNING THE AGREEMENT, YOU ARE THEREBY ACKNOWLEDGING THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ONCE THE AGREEMENT HAS BEEN SIGNED AND RECEIVED, WITH payment,  BIZWIZ WILL SEND THE SOFTWARE TO YOU.

1. Grant of License.  The Software is licensed to you, not sold, by Bizwiz, and its use is subject to this Agreement.  Bizwiz grants to you a non-exclusive license (the "License") to use the Software in the manner described in the documentation.  You may load the Software onto one hard drive on a single machine only for each copy of the Software that you have licensed.  You may permanently transfer all rights Bizwiz grants to you in this Agreement, provided you retain no copies of the Software and the recipient reads and accepts this Agreement. Bizwiz  reserves all rights not expressly granted to you by this Agreement.

2. Restrictions.  Bizwiz owns the title, copyright and other intellectual property rights in the Software.  The Software contains copyrighted material, trade secrets and other proprietary material.  You may not delete the copyright notices or any other proprietary legends on the original copy of the Software.  You may not decompile, modify, reverse engineer, disassemble or otherwise reproduce the Software.  You may not copy, rent, lend, lease, sublicense, distribute or publicly display the Software or create derivative works based upon the Software or otherwise commercially exploit the Software. You may not electronically transmit the Software from one computer, console or other platform to another or over a network.

3. Termination.  This License is perpetual and may not be terminated except by mutual written agreement of the parties hereto.  However, your rights to use the Software, as set forth above: (i) may be terminated by you at any time, by destroying the Software; or (ii) will terminate immediately without notice from Bizwiz if you fail to comply with any provision of this Agreement (in which event, you must destroy the Software).

3. Disclaimer of Warranty on Software.  You are aware and agree that use of the Software is at your sole risk.  The Software is provided "AS IS."  Bizwiz warrants that the Software will install on a Windows based PC and run in Microsoft Excel 2000. BIZWIZ EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING THOSE WHICH ARISE UNDER LEGISLATION.  BIZWIZ DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BIZWIZ SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. 

4.  Limitation of Liability.  UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL BIZWIZ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SOFTWARE, INCLUDING THOSE THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF BIZWIZ HAS BEEN ADVISED OF OR OUGHT TO REASONABLY HAVE KNOWN OF THE POSSIBILITY OF THOSE DAMAGES.  IN NO EVENT SHALL BIZWIZ’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE), WHICH EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.

5.  Indemnity; Injunctive Relief.  You agree to indemnify, defend and hold harmless Bizwiz and each of their respective officers, employees, directors, agents, licensees (excluding you), successors and assigns from and against all losses, lawsuits, damages, causes of action and claims relating to and/or arising from your breach of this Agreement, and/or any use of the Software licensed to you.  You agree that your unauthorized use of the Software, or any part thereof, may immediately and irreparably damage Bizwiz and that Bizwiz could not be adequately compensated solely by a monetary award and that at Bizwiz’s option, Bizwiz shall be entitled to an injunctive order, in addition to all other available remedies including a monetary award, appropriately restraining and/or prohibiting such unauthorized use without the necessity of Bizwiz posting bond or other security.

6.   Choice of Law and Venue.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ALBERTA EXCLUSIVE OF ITS LAWS AND JURISPRUDENCE RELATING TO CHOICE OF LAW AND/OR CONFLICTS OF LAW.  THE EXCLUSIVE VENUE FOR ALL LITIGATION REGARDING OR ARISING OUT OF THIS AGREEMENT SHALL BE THE COURTS IN CALGARY, ALBERTA AND YOU AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR ANY LITIGATION.  NOTWITHSTANDING THE FOREGOING, ANY PARTY MAY APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR INJUNCTIVE RELIEF.

7.  Miscellaneous.  Nothing herein shall be deemed to supercede or derogate from Bizwiz’s remedies at law for any violation of this Agreement or applicable law.  If any provision of this Agreement is unenforceable, the rest of it shall remain in effect. This Agreement constitutes the entire agreement between you and Bizwiz with respect to the Software and your use of the Software and supersedes all prior or contemporaneous oral or written communications and representations with respect to the Software or any other subject matter covered by this Agreement.