ACTITIME LICENSE AGREEMENT

BY DOWNLOADING OR INSTALLING OR USING THE ACTITIME SOFTWARE YOU AGREE ON BEHALF OF

YOURSELF AND THE ENTITY YOU REPRESENT OR ARE ACTING FOR THAT YOU OR SUCH ENTITY ARE
BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT AS THE "LICENSEE"

IF YOU OR THE ENTITY YOU REPRESENT OR ARE ACTING FOR DO NOT AGREE TO ALL OF THE
TERMS OF THIS AGREEMENT, YOU MUST NOT BECOME A LICENSEE UNDER THIS AGREEMENT

1. DEFINITIONS
a) "Agreement" means this actiTIME License Agreement

b) "Licensee" means: your company

c) "Software" means the actiTIME 2017.4 Small Team Edition

d) "Upgrade" means a revision to the Software designated by a change in the

version number

2. LICENSE GRANT. Subject to Licensee's compliance with the terms and conditions of
this Agreement, actiTIME Inc. ("actiTIME") grants Licensee a limited, non-
exclusive, and non-transferable license to download, install and use the Software
ONLY for the internal needs within Licensee organization, all solely in accordance
with the terms and conditions of this Agreement. This Agreement does not restrict a
number of software installations within the Licensee's organization.

3. RESTRICTIONS ON USE. Licensee may not: (i) modify the Software; (ii) create any
derivative works of the Software; (iii) decompile, disassemble, reverse engineer,
or otherwise attempt to derive the source code, underlying ideas, algorithms,
structure or organization of the Software; (iv) redistribute, encumber, sell, rent,
lease, sublicense, or otherwise transfer the Software or rights thereto; (v) share
the Software or any parts of the Software with any commercial or non-commercial
organization as a part of other products or as a component of Licensee's services.

4. UPGRADES. This Agreement does not entitle Licensee to Upgrade the Software and
does not guarantee applicability or availability of any Upgrade.

5. SUPPORT. actiTIME will provide Licensee with the basic technical support
services for the period of one calendar year staring from the date of the
acceptance of this Agreement. Technical support services are limited to the self-
service online documentation published at www.actiTIME.com and e-mail responses on
requests received at support@actitime.com related to the general usage of the
Software. E-mail responses are provided on the best effort basis without guaranteed
response time. Any support for installation, maintenance, back-up, upgrade,
recovery, remote configuration or customization of the Software that Licensee may
wish to receive shall be the subject of a separate written agreement with actiTIME.

6. LICENSEE REPRESENTATIONS. Licensee represents and warrants that it has the legal
capacity to enter into this Agreement, that it will use the Software only for
lawful purposes and in accordance with this Agreement, and that it will not use the
Software to violate any law, regulation or ordinance or any right of actiTIME or
its licensors or any third party, including without limitation, any right of
privacy, publicity, copyright, trademark, or patent.

7. TERMINATION. Should Licensee or any of its employees, agents, independent

contractors, officers or directors ("Licensed Users") breach this Agreement,
Licensee's and Licensed Users' right to use the Software shall terminate
immediately and without notice. The respective rights and obligations of actiTIME
and Licensee under the provisions of Sections 3 ("Restrictions on Use"), 7
("Termination"), 8 ("Proprietary Rights"), 9 ("Indemnification"), 10 ("Disclaimer
of Warranty for Software"), 11 ("Limitation of Liability"), and 14
("Miscellaneous") shall survive expiration or termination of this Agreement and
Licensee agrees to continue to be bound by those terms. Upon termination, Licensee
shall destroy all copies of the Software immediately, and shall upon request
provide actiTIME with a written officer's certificate confirming such destruction.

8. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in

and to the Software shall remain the property of actiTIME at all times. Licensee
acknowledges such ownership and intellectual property rights and will not take any
action to jeopardize, limit or interfere in any manner with actiTIME's or its
licensors' or other suppliers' ownership of or rights with respect to the Software.
The Software is protected by copyright and other intellectual property laws and by
international treaties. Licensee agrees that actiTIME may use in any manner and
without limitation all comments, suggestions, complaints and other feedback
provided by Licensee in respect of the Software without any need to request
permission or make any payment to Licensee or its directors, officers, employees or
contractors in respect of such use

9. INDEMNIFICATION. Licensee agrees to indemnify, hold harmless, and at actiTIME's

request, to defend actiTIME, its affiliates, and its licensors from any and all
costs, damages and reasonable attorneys' fees resulting from any breach of this
Agreement by Licensee or any Licensed Users or claim that Licensee or Licensed
User's use of the Software has injured or otherwise violated any right of any third
party or violates any law.

10. DISCLAIMER OF WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED WITH ALL
FAULTS ON AN "AS IS" BASIS. ACTITIME, ITS LICENSORS AND OTHER SUPPLIERS DISCLAIM
ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE
SOFTWARE IS FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED
BASIS, THAT THE FUNCTIONALITY OF THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR
THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE
SOFTWARE IS OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR
NEED, OR NON-INFRINGING. FURTHER, ACTITIME, ITS LICENSORS AND OTHER SUPPLIERS DO
NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE
OF THE SOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ACTITIME OR AN ACTITIME
AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE
OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. ACTITIME AND ITS
LICENSORS AND OTHER SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO LICENSEE'S USE OF
THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS
AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS
DISCLAIMER.

11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN

NO EVENT WILL ACTITIME, OR ITS RESPECTIVE PARENTS, AFFILIATES, DIRECTORS,
EMPLOYEES, DISTRIBUTORS, SUPPLIERS, AGENTS OR RESELLERS (COLLECTIVELY, THE
"ACTITIME GROUP") BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE LICENSE FEE PAID
BY LICENSEE UNDER THIS AGREEMENT, OR FOR ANY OTHER DAMAGES INCLUDING WITHOUT
LIMITATION INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES,
ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED
TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR
MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF ACTITIME HAS BEEN
ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY
(CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

12. EXPORT CONTROLS. Licensee agrees to comply with all export and import laws and
restrictions and regulations of any Canadian or foreign agency or authority, and
not to export, re-export or import the Software or any direct Software thereof in
violation of any such restrictions, laws or regulations, or without all necessary
approvals.

13. INJUNCTIVE RELIEF. Licensee acknowledges and agrees that, notwithstanding any
other provisions of this Agreement, any breach or threatened breach of this
Agreement by Licensee shall cause actiTIME irreparable damage for which recovery of
money damages would be inadequate and that actiTIME therefore may obtain timely
injunctive relief to protect its rights under this Agreement in addition to any and
all other remedies available at law or in equity.

14. MISCELLANEOUS (a) This Agreement constitutes the entire agreement between the
parties concerning the subject matter hereof, which may only be modified by a
written amendment signed by an authorized executive of actiTIME. (b) If any
provision in this Agreement should be held illegal or unenforceable, such provision
shall be modified to the extent necessary to render it enforceable without losing
its intent, or severed from this Agreement if no such modification is possible, and
other provisions of this Agreement shall remain in full force and effect, or
actiTIME may at its option instead terminate this Agreement. (c) actiTIME's failure
to require strict performance of any provision of this Agreement, or the
forbearance to exercise any right or remedy, shall not be construed as a waiver by
it of any such right or remedy or preclude any other exercise thereof or the
exercise of any other right or remedy. (d) Licensee may not assign or otherwise
transfer by operation of law or otherwise this Agreement or any rights or
obligations herein, without the prior written consent of actiTIME. actiTIME may
assign this Agreement to any entity at its sole discretion. (e) This Agreement
shall be binding upon and shall inure to the benefit of the parties, their
successors and permitted assigns. (f) actiTIME shall not be in default or be liable
for any delay, failure in performance or interruption of service resulting directly
or indirectly from any cause beyond its reasonable control. (g) This Agreement
shall be interpreted and construed in accordance with the laws of the Province of
Ontario, and the laws of Canada applicable therein. The parties hereby submit to
the exclusive jurisdiction of the courts of the Province of Ontario.