Tint Tek 20/20

TINT TEK 20/20 LICENSE AGREEMENT

IMPORTANT: THIS IS A BINDING LEGAL AGREEMENT. PLEASE READ IT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
ONCE YOU HAVE HAD AN OPPORTUNITY TO READ THIS AGREEMENT, YOU WILL BE ASKED TO EITHER ACCEPT OR NOT ACCEPT IT. TO ACCEPT, CLICK "ACCEPT" AND CONTINUE. OTHER WAYS OF ACCEPTING THIS AGREEMENT, INCLUDING USING ALL OR ANY PART OF THIS SOFTWARE, ARE ALSO STATED BELOW. IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, CLICK "NOT ACCEPT", IN WHICH CASE YOU WILL NOT BE ABLE TO INSTALL OR USE THE SOFTWARE AND YOU SHOULD PROMPTLY RETURN IT AND ALL ACCOMPANYING ITEMS (PRINTED MATERIALS, BINDERS AND CONTAINERS) FOR A REFUND.

1. INTRODUCTION
1.1 Terms. This License Agreement ("Agreement") contains important terms. Tint Tek 20/20 Inc. ("Tint Tek 20/20," "Our," "We" or "Us") is pleased You have chosen Our high quality products. "You" means either the individual person downloading or accessing the Software or, if the person downloading or accessing the Software is an agent, employee, or other representative authorized to bind a company or other legal entity (collectively, "Company") to this Agreement, then "You" or "Dealer" means the legal entity. If the person downloading or accessing the Software is doing so as the agent, employee, or other representative authorized to bind a Company, then the person represents and promises that he or she is authorized to act on behalf of the Company and this Agreement is a legally enforceable obligation of the Company.

1.2 Subject Matter. This Agreement concerns automotive window, headlight and paint protection film products, designed and manufactured by Us, or designed by Us and manufactured by You (collectively, "Products"), Our Software, Our Product Files, and related goods, services and rights as set forth herein. "Software" means all of the contents of the computer files, disk(s), CD-ROM(s), media, related explanatory materials, ("Documentation"); and upgrades, modified versions, updates, additions and copies of the Software, if any, (collectively, "Updates") provided or licensed to You by Us for use by You at Your Business. "Product Files" means data files with Product cutting and other information which, when accessed via the Our Software, enables a typical qualified and trained dealer to use the designated hardware to manufacture the Product. Your "Business" means the enterprise located at the one location You specify in Your sign-up information.

2. BENEFITS TO YOU .
2.1 Software License. We grant You a limited non-exclusive license to access and use Our Software to download or access Our Product Files for the limited purpose of using the Product Files to manufacture Products for End User Customers or Retailer Customers at Your Business as described in the Documentation and stated in this Agreement. "End User Customers" are customers who own or operate the vehicles to which the Products are applied. "Retailer Customers" are businesses which purchase Products from You for the purpose of applying the Products to vehicles owned or operated by End User Customers. You may market to and sell to customers located anywhere, except as stated herein.

2.2 Product Files License. We grant You a limited non-exclusive license to access and use our Product Files for the limited purposes set forth herein and subject to all terms herein.

2.3 Personal Access Code. Our Software and Product Files are access-code protected. We will assign to You a personal access code that will allow You to access the Software and the Product Files via appropriate internet communications or CD ROM(s) and approved local computer software and hardware.

2.4 Operating Assistance. We will make available to You the standard operating materials and marketing methods concerning how to make and market Products according to Our guidelines and requirements; and the standard installation and purchasing policies that We make available to Our dealers generally in Your country (i.e., Canada, USA, etc.) in Your class of dealers (collectively, the "System") for You to use in manufacturing and marketing Product. We will additionally make available to You such other standard materials that We make available to Our dealers generally in Your country in Your class of dealers. We will make available to you technical support by telephone to You from about 9:00 a.m. through about 5:00 p.m. Central Time, Monday through Friday, except on holidays.

2.5 Updated Product Files, and Designs. We will make available to You electronic access to Our Updates to the Product Files if and when We make them available to Dealers in Your class of dealers generally in Your Country. We will make available to You, electronically or otherwise, and updated Product lists at least twice per year and make available to You, electronically or otherwise, suggested retail prices for each of the Products. Suggested retail prices, if any, are suggestions only and are not binding upon You. You will independently set Your own prices.

2.6 Trademark License. We grant You a limited non-exclusive license to use certain of Our trademarks, trade dress, logos, and other indicia which identify Our Products and other designated goods or services including, without limitation, TINT TEK 20/20, TINT TEK 20/20 & Design, PRO TEK, TINT TEK 20/20, PLUS, PRO TEK 20/20 (collectively, the "Marks") to identify the Products and to help You market the Products and other designated goods and services, all subject to the conditions and terms set forth herein.

2.7 Marketing Assistance. Upon request, We will electronically make available to You Our existing layouts for application guides, brochures, new product bulletins or other sales promotional; materials which We generally make available to dealers in Your class of dealers without charge. No reference to Us shall be on Your marketing literature, Your goods, or communicated to customers except as expressly and specifically authorized in writing by Us in advance or required by law.

3. PRICES.
3.1 Goods and Services. The prices for Our goods, services and licenses to You shall be Our then-current standard prices for Your class of dealers in Your country. Our current standard prices are listed on Our web site. Our standard prices may be changed at any time, with or without prior notice, by Our changing the prices listed on Our web site. Your placement of an order is Your agreement purchase under the terms of this Agreement at the then-currently posted price. Price changes are not effective against orders We have already accepted, but are otherwise effective immediately.

4. TERM.
4.1 Term and Renewal. If you have fully complied with this Agreement, it may be renewed upon the mutual agreement of both parties upon Our then current standard dealer agreement, specific for Your class of dealers in Your country. Otherwise, this Agreement expires annually and we have no obligation to accept Your application for renewal. The then current agreement may be substantially different than this Agreement. Your downloading or accessing additional Product Files after the primary term comprises Your application for renewal and Your agreement to renewal of Our then currently posted agreement. You agree to read the then current agreement prior to renewal. Our supplying additional Product Files to You after You apply for renewal responsive to Your new orders after expiration comprises Our acceptance of Your application for renewal on Our then-currently posted terms. The then current agreements will expire annually, subject to renewal upon the mutual agreement of the parties in the same manner as set forth herein on each successive year’s then-current terms, which may be substantially different than the prior year’s terms.

5. YOUR OBLIGATIONS
5.1 Compliance. You will obtain and maintain the appropriate computer hardware, software, and other tools and supplies approved by Us for making and applying Products. You will purchase, manufacture, and pay for the rights, services, goods, and Products as required by this Agreement. You promise to comply with each detail of this Agreement and to ensure that Your Business is operated in strict compliance with this Agreement.

6. OPERATIONS.
6.1 Standards. You will not engage in any activity which results or may reasonably be anticipated to result in harm to the reputation of Tint Tek 20/20, the Software, or the Products or litigation against or public criticism of Us, the Software, or the Products, it being understood that acts required by this Agreement do not breach this duty. You will never threaten to breach the Agreement or indicate to any entity that You are not bound by it. You will not allow or engage in unlawful, unsafe, or unethical practices, will rely solely on Your own attorney’s advice in these regards, obtain all necessary governmental approvals and licenses for all acts taken by You under or relating to this Agreement and deliver copies of the same to Us upon receipt. We are currently consolidating its operating methods into an Operations Manual ("Manual"). If we elect to do so, we will electronically provide you with a loaned copy of the Manual for designs, modifications, trade dress, equipment, advertising, record keeping, marketing, operating, goods and services, etc., for a standard System Business and update same as We deem useful. You shall manage Your Business in accordance with Your own business judgment subject to the restrictions herein and in the Manual. You shall only use and sell types of goods and services that have been approved by Us. You are solely responsible for You use or sale of any good, service, or supplier. The Manual explains and supplements this Agreement, shall be uniform for all dealers in each class of dealers in Your country, and is binding on the parties except to the extent that it contradicts this Agreement. We may change the System by amending the Manual except that amendments to the Manual which are contrary to this Agreement are ineffective. You will not enter into any agreement that conflicts with Your obligations to Us. We may inspect, sample, and copy Your premises, goods, records, and things related to the Business, and confer privately with Your personnel and customers. You will fully cooperate with the same, assist as requested, instruct all persons to fully and truthfully answer all questions, and immediately provide all requested documents and samples.

6.2 Independent Businesses. This Agreement does not create an agency, partnership or joint venture. Neither party will represent itself as an agent, representative or partner of the other. All restrictions on, requirements, etc., We impose on You herein or elsewhere solely concern the relationship between Us and You. Day-to-day conduct of business by You and Your employees including, without limitation, work performed for customers, goods delivered to customers, employee relations and safety, payment of taxes and other liabilities, and all other acts or failures to act, shall be controlled solely by You and not by Us. We have no power to instruct You or Your employees to do or not do any specific thing or practice. This Agreement and the System’s standards and restrictions relate solely to the parties’ rights with respect to each other. They do not control Your actions or failures to act with respect to Your customers, employees, or other third parties. Neither You nor We will make any promises or representations concerning the other or its goods or services except as expressly authorized in writing. Each party is an independent business solely responsible for its own management, finances, safety, legal compliance, taxes, hiring, firing, operations, goods, services, etc. Every contractual duty herein is subservient to the parties’ obligation to the public to do all things necessary for public and employee safety and to comply with all applicable laws. Neither party is liable under any circumstance for any act, omission, contract, debt, or other obligation of the other. Your own name must be on all licenses, permits, tax returns, stationary, business cards, invoices, agreements, etc. If any of Our Marks are used in connection with Your Business, You will always announce that Your Business is "independently owned and operated" or some similar statement in a manner approved by Us. You will rely solely on Your own attorneys’ and advisors’ advice on all matters. All expenses and costs incident or related to Your Business will be borne solely by You. You will submit all uses of the Marks to Us and adopt Our suggestions for insuring that the consuming public is not led to believe that We and You have any association other than as set forth herein.

6.3 Sales Terms. All quotes, or any part of sales, leases or other transfers of goods, services, or intangibles from Us are governed by this Agreement unless this clause is specifically referred to and negated in a subsequent agreement signed by Our President. All orders are subject to acceptance by Us solely as set forth herein. We have the right to not accept orders or any part of any orders and to withhold shipment of accepted orders if either You or the customer is in any way in default, specifically including, without limitation, failure to timely pay any sum due Us. Our quotes, price lists, etc. are invitations to submit orders and no more. Any provision included in any purchase order which is inconsistent with this Agreement or Our then current standard terms of sale is ineffective. We are under no obligation to examine orders except to determine items and quantity. Absent a separate written notice of acceptance, only shipment by Us comprises acceptance of an order and then only to the extent of goods shipped and no more. Additional specific terms and conditions for ordering, shipping, delivery and payment may be implemented in the Manual as it may be changed from time to time. While We will use reasonable efforts to fill orders We cannot guarantee that they will be timely or completely filled or filled in a single shipment. We do not warehouse goods for immediate shipment. We reserve the right to allocate goods in Our unreserved discretion and may delay, adjust or cancel any orders or shipments without incurring liability. No party has any right to priority in being supplied by Us. You must order sufficiently in advance of the desired delivery date to avoid delay in deliveries. We have no obligation to continue to supply any particular good or service and may make changes which do not adversely affect their Usefulness. Time of delivery is not of the essence. We are not liable for delays in delivery. We will give You notice of price changes prior to shipment. You may withdraw orders affected by price changes within ten days of receipt by You of notice of the price change. Price changes are applicable to goods delivered on or after the date of the change. You are solely responsible for all transportation, taxes, levies, permissions, etc. for all goods and services to be received by You or Your customers. We sell goods and services F.O.B. place of shipment unless otherwise agreed in writing

6.4 Payment Terms. Your reputation for credit worthiness is a material part of the System. You will promptly pay all obligations when due, including, without limitation, to employees, landlords, suppliers, taxing authorities, and Us. Payments due Us shall be made in accordance with Our written instructions. Monies due to Us shall be delivered to Us at Our headquarters or wired to Our designated bank account by 5:00 p.m. headquarters’ time on the date due. Quoted prices and terms are always in U.S. dollars F.O.B. place of shipment, exclusive of taxes, duties, commissions or other charges, all of which are Your sole responsibility (except for Customs or other orders which We determine require full payment in advance). Exchange rate conversion costs, if any, shall be borne by You, not Us. Transactions within Canada are subject to US/Canadian dollar conversion unless Our prices are specifically quoted by Us to You denominated in Canadian dollars Interest is due from either party to the other party on all amounts past due at the lesser of The Wall Street Journal’s USA national published prime rate plus five percent or the highest lawful rate on the unpaid balance from the date the underlying payment was due. Entitlement to interest is in addition to the payee’s other rights and remedies. If applicable law determines any obligation, charge, or payment to be an unlawful overcharge of interest, or otherwise unlawful then such obligation, charge or overpayment is automatically reduced to the maximum lawful rate, the full remedy to be refund of excessive interest already paid. Upon Your failure to punctually pay any obligation due Us, We may accelerate that or any other obligations of You to Us, whether under this or any other agreement, making all obligations immediately due and payable without notice of intent to accelerate or notice of acceleration. If You are late in paying any amount due to Us, , in addition to any other remedies, We reserve the right to suspend any and all performance of this Agreement and to deny You access to the Product Files until such late payments are made and credit arrangements acceptable to us are satisfied. Our judgment of Your credit, in our sole discretion, may cause Us to deny or restrict some transactions, impose credit limits, prepayment requirements, COD, cash in advance, or other terms etc.

6.5 Inspection. You will allow Us the continuing and unrestrained right to audit Your sales report, invoices, accounting records or any other reports in Your possession that deals with the sale of the Products. Any such audit may take place with one day of notice to You and will be conducted during Your normal Business hours. You will give all information to Us that may reasonably be of interest or use in developing, testing, and marketing the Products anywhere including timely, accurate monthly activity reports listing actual customers and all prospective customers contacted. The identity of actual and prospective customers shall not be disclosed to Your competitors for the duration of this Agreement.

7. RESTRICTIONS.
7.1 Intellectual Property. Our Intellectual Property is an important asset that belongs solely to Us. It shall not be copied, changed, used, reverse engineered, or disclosed without Our written consent. "Intellectual Property" includes any of Our patents, Marks, copyrights, industrial designs, Know-How, confidential information, proprietary processes, and any other intangible property rights encompassed in or related to Our Works. "Our Works" includes the Software, Product Files and Products and any device, process or information Useful to make, use or sell the Software, Product Files or Products including, without limitation, the Products’ configuration, templates and derivative works. "Know-How" includes technical information concerning creating, changing, making, quality control or installing any of Our Works. "Marks" includes TINT TEK 20/20, Our logo and any other identifying indicia We adopt. You will not use the Marks except as permitted by Us and not identify Our Products with unauthorized indicia. Advertising and promotion of the Products must be within the limits prescribed by Us and have Our prior written approval. You agree each part of the Intellectual Property is valid and enforceable and We have the sole right to use it subject to the licenses it grants. You will not take any action in derogation of the Intellectual Property; immediately report to Us any misappropriation, infringement or complaint thereof and cooperate fully at Your expense to remedy the same; only use it as permitted herein and not use or infringe it after this Agreement ends. All intangible property rights associated with the creation, making, Use, marketing, or any other aspect of Our Works or competitive or complementary software, product files or products created by or acquired by You while Our licensee are always fully assigned by You to Us upon being created or acquired. Unpublished rights are reserved under the copyright laws of all countries where the Software is either used or purchased. All newly created or acquired configurations, templates or data files for Our Products or competitive products You create or acquire while Our licensee shall be delivered electronically to Us within three days of being completed.

7.2 Confidentiality. Usernames, access codes, and personal identification numbers assigned to You or Your employees and non-public information concerning access to Our Works (collectively, "User ID") are Our confidential property. User IDs will be assigned, changed, or withdrawn solely by Us. You will not disclose User IDs to unauthorized third parties and immediately notify Us upon termination of any employee with knowledge of User ID. You will maintain Our confidential property and Our Intellectual Property in confidence and will not use or disclose it except as permitted herein until You demonstrate that it has become generally known to the public without Your fault. This does not limit any protections We may have which do not depend on the non-public nature of the item. You will use reasonable confidentiality procedures and agreements, including at least Our standard procedures and agreements and, if requested, submit the same to Us for approval. If this Agreement is terminated for any reason, You will promptly deliver to Us all things, writings, and copies which bear the Marks or contain Our Intellectual Property. During the term of this Agreement You will not offer to sell or sell competitive software, product files, goods, or services or have an interest in or operate a competitive business or use or create a competitive data base within any state or province in which We have a business or licensee. During the term of this Agreement and for two years thereafter You shall not solicit any of Our employees, agents, contractors, customers, suppliers, or licensees to end or change their relationship with Us or Our licensees, and will not enter into business relationships with any such entities except with Our written approval.

7.3 Reverse Engineering. You are licensed to market, sell, and install the Products to end Users in the normal course of Your Business as a loyal licensee within the limits set by this Agreement. You will not remove, obscure or modify any patent, copyright, trademark or other proprietary notice contained in or on Our Works or its packaging. Except as expressly authorized herein, during and after the term of this Agreement, You shall not, and You shall not aid or permit anyone else to: copy, duplicate, reverse engineer in any manner or create derivative works from any of Our Works; use Our Works to create competitive software, database or products; disassemble, modify, adapt, or alter Our Works; or cause or allow measurement, recordation, or discovery of the Products’ dimensions; or attempt to do any of the foregoing acts. This restriction includes, but is not limited to, a prohibition against photographing, digitizing, scanning or measuring the Products for any of the above purposes. Breach of these restrictions comprises, without limitation, an infringement and misappropriation of Our rights. You will not knowingly help a competitor of Ours compete with Us. Specifically, without limitation, You shall not sell or provide access to any of Our Works to any third party who You reasonably should know competes or intends to compete with Us or intends to copy, reverse engineer, or create derivative works of Our Works (including, but not limited to, photographing, digitizing, scanning or measuring the Products). You will report any suspected such activity immediately to Us.

7.4 One Computer: This Agreement permits one individual person or legal entity to use one copy of the Software on one computer located at Your Business’ principal location. Your Business ‘ principal location is located where indicated by You in the sign-up information unless you request and receive written permission to move its location. The Software is in "use" on a computer when it is loaded into any form of temporary memory (i.e. RAM) or installed into any form of permanent memory (e.g. hard disk, CD ROM, or any other storage device) of that computer. You must specifically notify Us in writing in advance and agree to the terms and conditions of a separate License Agreement for each computer on which the Software is used. You must specifically notify Us in writing and obtain our consent to install the Software or any Product Files on a networked computer. In no event may the total number of users of the Software on a network exceed the total number of License Agreements acquired for a network. A separate License Agreement for each user is required to install the Software on a network that may be accessible to more than one user. If You make additional copies of the Software or its accompanying documentation contrary to this License Agreement, or if the number of users exceeds the total number of License Agreements that You have paid for, We may require that You immediately make payment to Us for such unauthorized use of the Software at a price that We, in Our sole discretion determine, limited to the total of our Software and Product File development cost. This remedy is in addition to all other remedies that We may have against You.

7.5 Restrictions: The Software and Product Files will be used solely for the limited purpose of manufacturing Products at Your Business’ location for End User Customers and Retailer Customers. You expressly agree that You will not engage in the sale, resale, provision, trade or commerce of automotive window, headlight, or paint protection film cut by the Software to any company, institution, group or individual involved in the manufacturing of automotive window film. You agree that no other uses of the Software are permitted or implied without Our express written approval. If We provide You with Updates or revised materials, they must be used solely in conjunction with the Software. All Software, Product Files, operating and marketing materials, the Manual, and any documents or items bearing any of Our Marks, except for Products, are only loaned to you and you will immediately return them to us upon this Agreement ending. We may require You to return or destroy any preexisting Software, providing You with Updates. Any enhancements and upgrades may be subject to additional terms and conditions as determined by Us in its sole discretion. We have, and will from time to time, create other computer software programs that may be based upon or related to the Software and that those other programs are not licensed to You under this Agreement. You acknowledge that We have no responsibility for providing You with any support, product upgrades, or other enhancements for, and that We are under no obligation to create any product upgrades or enhancements to, the Software. Your breach of this Agreement will cause Us immediate, great, and irreparable injury without adequate remedy at law entitling Us, in addition to other remedies and without showing actual damages, to an injunction restraining the violation upon posting a $500 bond. Any breach of Part 7 will result in immediate termination of this Agreement in addition to other remedies.

8. LIMITED WARRANTY AND LIABILITY LIMITATIONS
8.1 Product Files - Limited Warranty. We warrant to You that the Product Files and their content are in an accurate and Useable form. We shall promptly repair or replace any Product File which malfunctions, fails to operate, or is otherwise defective. We warrant that the Software will perform substantially in accordance with its description on Our official corporate website for a period of fifteen days from the earlier of Your access to it or delivery of it to You. If the Software does not so perform substantially in accordance its description on Our official website during that period, You may return the Software including all of its packaging, documentation and registration card, to Us and We will replace the defective materials free of charge or return the purchase price You paid Us for the same. This remedy is Your exclusive remedy for breach of this warranty. This is a limited warranty and it is the only warranty made by Us.

8.2 Software - Limited Warranty: We warrant that the Software will perform substantially in accordance with its description on Our official corporate website for a period of fifteen days from the earlier of Your access to it or delivery of it to You. If the Software does not so perform substantially in accordance its description on Our official website during that period, You may return the Software including all of its packaging, documentation and registration card, to Us and We will replace the defective materials free of charge or return the purchase price You paid Us for the same. This remedy is Your exclusive remedy for breach of this warranty. This is a limited warranty and it is the only warranty made by Us.

8.3 Products - Limited Warranty. Our warranty to the original retail purchaser of Products manufactured by Us is set out in Our internet site. We make no other warranties, representations, or promises concerning Our Products. We have no responsibility for altered or composite Products. If You alter the Products or add additional items to the Products, You will inform Us and assume full responsibility for the entire composite unit.

8.4 License - Limited Warranty. We warrant that We have the right to sell the Products sold hereunder and to grant the licenses set forth herein and that it has not granted licenses in conflict herewith. We have no knowledge that the Products infringe any third party’s rights. We otherwise expressly disclaims any warranty or representation concerning the validity, scope, enforceability, Usefulness, or value of any right licensed hereunder; that anything made, used or sold hereunder will not infringe third parties’ rights; or any of Our obligations to bring suits against third parties for any matter whatsoever. You will promptly notify Us in writing of any customer reports of Product defects or warranty claims. In no event shall We or any of Our suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of Business profits, Business interruption, loss of Business information, or any other pecuniary loss) arising out of the use of or inability to use any of Our products, even if We have been advised of the possibility of such damages. We are not liable for direct, consequential, special or incidental loss or damage, including, without limitation, lost profits, loss of use, loss of time, transportation, labor, materials or personal injury. We make no warranties concerning the goods or services of suppliers whether they are listed as approved suppliers or otherwise recommended by Us or concerning goods purchased from Us, but which are not originally manufactured by Us. Such sales are "AS IS" with respect to Us. WE EXPRESSLY DISCLAIM ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND MAKE NO IMPLIED OR EXPRESS WARRANTIES OR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE EXCEPT AS EXPRESSLY STATED HEREIN. NO ONE HAS ANY AUTHORITY TO MAKE ANY PROMISES OR REPRESENTATIONS DIFFERENT FROM THOSE MADE IN HERE OR OUR OWN ADVERTISEMENTS AND LITERATURE. WE HAVE NO OBLIGATIONS CONCERNING PRODUCTS USED OUTSIDE CANADA OR THE U.S.A. UNLESS THEY ARE STATED IN WRITING BY US TO BE EXPORT PROGRAM PRODUCTS AND ARE ISSUED AN EXPORT PROGRAM WARRANTY. OUR WARRANTY OBLIGATIONS, IF ANY, ARE CONDITIONAL ON THE END USER PURCHASER PROMPTLY DELIVERING OUR WARRANTY ACKNOWLEDGMENT TO US.
8.5 No Other Warranties. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, THE SOFTWARE AND PRODUCTS ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. THE ENTIRE RISK CONCERNING RESULTS AND PERFORMANCE IS ASSUMED BY YOU. WARRANTIES WHICH YOU ELECT TO EXTEND TO YOUR CUSTOMERS WILL IN NO WAY OBLIGATE OR BIND US.

8.6 Limitation On Liability. IN NO EVENT ARE WE LIABLE FOR LOST PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF GOODWILL, HARM TO OR LOSS OF RECORDS OR DATA, ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY, OR ANY OTHER INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGE WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM, OR IF SUCH DAMAGE OR CLAIM IS FORESEEABLE. OUR MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE BASIS OF THE CLAIM INCLUDING BUT NOT LIMITED TO ANY CIRCUMSTANCE INVOLVING A FINDING THAT A WARRANTY OR CONDITION OR REMEDY HAS FAILED ITS ESSENTIAL PURPOSE, BREACH OF CONTRACT (INCLUDING BUT NOT LIMITED TO FUNDAMENTAL BREACH), TORT, (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR MISREPRESENTATION), BREACH OF STATUTORY DUTY, OR OTHER LEGAL OR EQUITABLE THEORY. ANY CAUSE OF ACTION YOU MAY HAVE WITH RESPECT TO THESE TERMS OF SALE AND/OR A PURCHASE OF PRODUCTS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR SHALL BE FOREVER BARRED.
SOME JURISDICTIONS DO NOT ALLOW FOR SOME OR ALL OF THESE LIMITATIONS FOR CONSUMER TRANSACTIONS, SO THE ABOVE MAY NOT APPLY TO YOU.

9. RENEWAL AND TERMINATION
9.1 Renewal. If the parties engage in commerce with each other, after this Agreement terminates without renewal of this Agreement, the commerce will be deemed pursuant to Our then standard current standard dealer Agreement upon a three-month holdover term. Renewal of this Agreement comprises a general release of all claims by You against Us and Our personnel. There is no promise or representation of renewal.

9.2 Termination. Maintaining the System’s standards and goodwill is essential for growth and profitability of the System, protection of other System dealers, and meeting the public’s expectations. Either party may terminate this Agreement if the other party breaches any material obligation contained in this Agreement and the other party fails to remedy such breach within ten days after receipt of written notice calling upon it to do so. The notice of intent to terminate shall become effective without further notice according to its terms if not timely complied with, unless the default is of a nature which cannot be cured, in which event the notice is immediately effective. The following are a substantial material breach and termination therefore by Us is for good cause: Dealer submits false records, breaches this Agreement three or more times in any twelve month period, breaches his ethical and lawful business practice duties or fails to timely pay monies or timely deliver required complete, accurate records to Us or to affirmatively protect Our claimed rights, pay any monies due hereunder, maintain quality controls up to Our standards, comply with the Manual’s specifications concerning procedures, reports and accounts, comply with any governmental duty, use and protect the Intellectual Property as required herein, take any act reasonably needed to protect customer, public or employee safety, use best efforts to sell the Products or meet the minimum sales requirement or furnish Us complete monthly reports of marketing activities, prospective sales, sales and efforts to make sales all on Our forms are expressly deemed material defaults, among others, justifying termination. This Agreement terminates automatically if You substantially cease to market and sell the Products, become insolvent or bankrupt or cease to do business. The parties’ obligations herein concerning Intellectual Property, arbitration and all other obligations which, by their terms, imply that they are intended to survive termination hereof do survive termination hereof. Neither termination nor the existence of claims by You against Us is a defense to Our immediate enforcement of any obligation. We are not liable for any other termination compensation whether based on goodwill, investments made, or otherwise. We may deem termination of any agreement with You as good cause for lawful termination of any other agreement with You.

9.3 Termination: This License Agreement will be terminated automatically without notice to You if You fail to comply with any of its terms. Upon termination, You shall immediately cease using the Software and immediately return all the Software to Us or immediately destroy all the copies of the Software and deliver to Us Your unconditional verification that this has been completed. You shall destroy all copies of Our packaging and documentation. Terms concerning ownership, and limitations of warranties and liability set out herein shall continue in full force and effect after any termination. Termination does not affect any right to monies earned prior to the termination. The parties’ obligations herein concerning Intellectual Property, arbitration and all other obligations which, by their terms, imply that they are intended to survive termination hereof do survive termination hereof. This expressly includes, without limitation, the terms of Parts 7, 8, and 10.

10. OTHER TERMS
10.1 Governing Law: NOTWITHSTANDING THE LOCATION OF USE OF THE SOFTWARE, THIS AGREEMENT AND THE USE OF THE SOFTWARE IS GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO. EACH OF THE PARTIES HERETO IRREVOCABLY AGREES TO EXCLUSIVE JURISDICTION BY THE COURTS OF ONTARIO. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

10.2 Impossibility. Neither party is liable for any default or delay in the performance of its obligations (other than the obligation to pay monies due) which results directly or indirectly from any cause or circumstance beyond the reasonable control of the party, including but not limited to, fire, electrical failure, accidents, acts of God or the elements, war, labor controversies, civil commotion, failure of carriers, shortages, break down, inability to obtain any labor, materials, supplies or equipment from regular sources or actions or requests from any governmental authority compliance with any law, regulation or governmental order, whether or not valid or other similar causes beyond Our control. This Agreement and performance hereunder are subject to the continuing approval and issuance of all necessary authorizations, licenses, permits and clearances by all affected governments. If such approvals, licenses, permits and clearances are granted subject to conditions, the same will be incorporated herein.

10.3 Export. Licensee agrees that it will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Software, Documentation, or any technical information, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export license or other United States government approval, unless an appropriate export license or approval has been obtained.

10.4 Communications. We may communicate with You and provide assistance, information, Software, Product Files, Updates, training support and marketing materials by making the same available to You via the internet or CD-ROM, sometimes with access code requirements or via paper or any other appropriate means chosen by Us. It is solely Your responsibility to access Our website for updates, new prices and terms, assistance, restrictions, information, etc. Our posting communications or other materials on Our website, either access code protected or not, comprises Our delivery of the same to You and Your receipt of the same. Checking in to access or download the same is solely your responsibility. Product files You receive upon CD ROM, if any, may be updated and revised in the same manner. It is Your sole responsibility to check for and to download the same. Any or all of Your communications with Us, by any means, including, without limitation, telephone, email, downloads, etc., may be recorded, tracked, and used by Us without any restrictions whatsoever. You agree this is a satisfactory method of delivery and that Our unrestricted monitoring and use of the same as stated herein is agreed to by You. Otherwise, any payment, notice or other communication required or permitted herein shall be delivered in person, by facsimile, or mailed by first class certified mail to the parties’ addresses listed below or such other addresses as designated by the receiving party from time to time. Any notice of a breach shall be delivered to the party and its designated attorney, if one has been designated. Written notices shall be deemed delivered at the time if delivered by hand; one business day after sending if by facsimile or comparable electronic system which provides proof of delivery or, if sent by certified mail or other means which gives evidence of delivery, on the date of receipt or attempted delivery if delivery is refused or made impossible by the party being notified.

10.5 Disputes. All disputes between the parties shall be resolved by binding arbitration. IN ACCORDANCE WITH THE THEN PREVAILING ARBITRATION RULES UNDER THE ONTARIO ARBITRATION ACT (THE "RULES"), THE ARBITRATION SHALL BE CONDUCTED IN TORONTO, ONTARIO. THE ARBITRATOR SHALL BE APPOINTED BY THE ONTARIO COURT (GENERAL DIVISION) ACCORDING TO ITS RULES. The arbitrator shall have at least ten years of business law experience. The parties may take discovery in preparation for the arbitration hearing as authorized by the Court’s Local Rules and the arbitrator shall promptly issue such subpoenas to the parties or to third parties as may be reasonably useful, particularly to determine the extent of use or disclosure of any proprietary Information or other breach of this Agreement and may grant temporary, permanent, and mandatory injunctive relief. All information developed by the arbitration or any litigation will be held in confidence subject to such protective orders as the arbitrator deems Useful to ensure complete permanent confidentiality except as required by law. The award shall be strictly in accordance with applicable law and state "This award is limited to the facts and parties and is in the nature of an enforceable settlement. It is not applicable to any other facts or parties." Arbitration costs shall be shared equally and paid in advance, failure to timely pay comprising a default. Our liability to You, if any, is limited to return of monies You have paid to Us. Either party may appeal the award to a state district court, which will review the award solely on the arbitration record and applicable law and may confirm, modify, correct, reject, or reverse the award. Such judgment is appealable according to the usual rules. Either party may take any legal action in court needed to protect any right pending completion of the arbitration, personal and exclusive jurisdiction being in the county of Our headquarters, the action not waiving the right to seek or continue arbitration.

10.6 Claims. We shall indemnify You and hold You harmless from and against, and shall defend against, any and all claims and damages of every kind arising out of any defects, failures, or malfunction of any Product File, except those caused by You, or otherwise arising out of or attributed directly or indirectly, to the conduct, operations, or performance of You. You will immediately notify Us in writing of any complaints, suits, or threats relating to You, Us, or the System. Methods of channeling customer complaints, governmental investigations, or publicity directly to Us may be implemented in the Manual. We may, in Our sole discretion, take whatever action We deem appropriate with regard to patent, trademark, copyright, unfair competition. or similar issues, including controlling or settling litigation and instruct You to adopt substitutes chosen by Us at Your sole expense. You indemnify and hold Us, Our affiliated companies, officers, employees, and agents harmless from all damages and expenses, (including, without limitation, attorney’s fees) fines, claims, actions, or demands for injury to or death of any person, damage done to any property arising directly or indirectly or allegedly arising from Your or its agent’s work, offer, sale, lease or transfer of any good or service including, without limitation, where such injuries, death, damages, or loss are caused by Our sole, joint, or concurrent gross or simple negligence, You will indemnify, defend, and hold Us harmless from all costs arising from Your failure to perform any obligation hereunder and You shall indemnify Us and hold Us harmless from and against, and shall defend against, any and all claims and damages of every kind for injury to or death of any person or persons and for damage to or loss of property, arising out of or attributed, directly or indirectly, to the conduct, operations or Your performance. You must deliver a written notice to Us within ninety days of beginning operations under the Agreement of any pre-operational breaches or misrepresentations or are deemed to have waived the same. EACH PARTY SHALL FILE SUIT AGAINST THE OTHER WITHIN TWO YEARS OF THE FIRST OCCURRENCE OF ANY BREACH OF CONTRACT OR TORTIOUS ACT INCLUDING, BUT NOT LIMITED TO, FRAUD, MISREPRESENTATION, STATUTORY TORTS, NEGLIGENCE, PROMISSORY ESTOPPEL, AND ALL ACTIONS HOWEVER DENOMINATED OR IS DEEMED TO HAVE WAIVED AND RATIFIED THE SAME FOR ALL PURPOSES. IF EITHER PARTY PURCHASES ANY GOODS OR SERVICES FROM THE OTHER PARTY IT SHALL DELIVER WRITTEN NOTICE OF ALL DEFAULTS WITHIN NINETY DAYS OF DELIVERY. FAILURE TO TIMELY DELIVER SUCH NOTICE COMPRISES AN IRREVOCABLE ACCEPTANCE AND BINDING ADMISSION THAT THE GOODS AND SERVICES FULLY COMPLY WITH THE ORDER AND ARE FIT FOR THEIR INTENDED PURPOSE. These limitations are reasonable and intended to promote the early disclosure of problems to permit them to be resolved in a timely manner rather than becoming the basis of expensive, time consuming litigation at a later date. You will obtain and maintain reasonable amounts of comprehensive liability insurance, as set out in the Manual, deliver copies of the same and renewals thereof to Us, and not make any claim against Us which is covered or required to have been covered by such insurance.

10.7 Third Party Goods and Services. Our website or other materials may link to or promote websites, goods, or services from other companies or offer you the ability to download software or purchase goods or services from other companies. You agree that We are not responsible or liable for, any third party’s websites, goods, services, software, or any other matter. If We have a third party’s warranty which We can, if requested by You, be transferred to You, we will, if requested by you, sign an instrument transferring the warranty to You. However, the effectiveness and usefulness of the same is not known and We make no promises or representations concerning the same. You are encouraged to obtain direct warranties from any third party supplier. Our approval of third party computers, communications, cutters, equipment, software, locations, or any other goods, services or rights is not a representation or promise that the same is suitable or of any other matter that can be relied on by You.

10.8 Assignment. This Agreement is personal to You. The rights conveyed herein to You are indivisible, non-assignable, non-delegatable, incapable of being sublicensed and non-transferable by operation of law or otherwise without Our written consent. This Agreement inures to the benefit of our successors and assigns. We may assign this Agreement to a subsidiary or an affiliate or to a purchaser of all or substantially all of its assets provided the assignee agrees in writing to assume and be bound by this Agreement, whereupon we will be released from its obligations. This Agreement and its covenants apply to and inure to the benefit of and shall be binding on the parties hereto and their respective permitted successors and assigns. The parties do not intend this Agreement to confer any benefit on any entity other than the parties except as expressly stated herein.

10.8.1 No Waiver. No waiver is a continuing waiver, or a waiver of any breach other than the existing breach. A waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by Us. No waiver will be inferred from or implied by any failure to act or delay in acting by Us any default, breach, non-observance or by anything done or omitted to be done by you. Waiver by Us of any default, breach or non-compliance will not operate as a waiver of Our rights under this Agreement concerning any continuing or subsequent default, breach or non-compliance (whether of the same or any other nature). No delay or failure to exercise any right impairs such right or is a waiver or acquiescence of future delays or omissions.

10.9 Disclosure. You have reviewed Our Website and conducted an independent review of all relevant matters and desire to participate in the manufacture and sale of some or all of the Product(s) for use and resale from Your Business. You have reviewed Our training and installation instructions and agree that the same meet Your expectations. Our promise to provide the information and assistance to Your as stated herein comprises Our promise to deliver such information and assistance reasonably necessary to train an appropriately qualified, motivated, and diligent individual to accomplish the defined tasks. Your actual abilities, motivation, and diligence are not within Our control. Accordingly, We do not promise any specific results from the training and assistance We provide, only that any training itself will be generally sufficient to permit an appropriately qualified, motivated, diligent, individual to accomplish the results. Specifically, We do not promise or represent that You will be able to open or continue a business, sell a single item, obtain revenue from Your Business exceeding expenses, or that Your Business will be successful. Our technical support consists of general guidelines concerning Our standard methods, procedures, and guidelines. Our technical support is not tailored to any dealer’s specific circumstances and is not promised or represented to provide any specific benefit or result. We do not promise or represent that We will repurchase anything from You. No one at Tint Tek 20/20 has authority to make representations or promises which is contrary to or modifies, or extends anything stated in this Agreement except pursuant to a writing signed by Our President.

10.10 Entire Agreement. This is the entire agreement superseding all prior representations or agreements concerning its subject matter. No amendment or modification is valid unless signed by the parties. No representations have been made to induce execution hereof which are not included. The Agreement may not be amended or waived by Us and no representations may be made by Us, except as set forth herein or in a writing signed by Our President. Each of the persons signing for a party hereto warrants that he or she has full authority to sign the Agreement as indicated. Dealer specifically agrees that We have not represented, promised or implied that We will buy back or is likely to buy back any products, supplies or equipment or any product made, produced or fabricated by You Using in whole or in part any products, supplies, equipment, or services sold or leased or offered for sale or lease to You by Us. Headings and arrangement shall not affect construction or interpretation. No licenses, assignments, or duties shall be implied against Us except as expressly stated herein. Our grants are limited, non-exclusive grants confined to their express terms. No representation, grant, obligation, warranty, right to use or any other duty or limitation shall be implied against Us unless expressly stated herein. No representation, grant, obligation, warranty, right to use or any other duty or limitation shall be implied against Us unless expressly stated herein. The official language of this Agreement and all performance hereunder is English as generally used in Canada . The duties to pay hereunder are material duties, any failure of which is a material breach justifying termination if not cured as set forth herein. Time is of the essence. This Agreement becomes valid and is performable in Ontario, Canada. Ontario internal law governs the entire relationship and all rights or obligations of the parties between each other, whether or not they are related to this Agreement without application of conflict of law rules. Exclusive venue for its all disputes concerning this Agreement or between the parties shall be in the county of Our headquarters. Our listed rights and remedies are cumulative with any others granted by law or equity. Any provision of this Agreement which is held unlawful or unenforceable under applicable law will be as to such jurisdiction, without affecting any other provision, reformed to enforce the parties’ intent as expressed herein to the maximum extent permitted by applicable law. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived, to the end that this Agreement be deemed to be a valid and binding Agreement enforceable in accordance with its terms. Each covenant herein is independent. A party’s breach does not provide a defense against the party’s request for relief. All time based restrictions herein shall be extended for any period the party is in breach of this Agreement. We may assign all or part of its rights and delegate all or part of its duties. You may not assign any right or delegate any duty without Our prior written approval.. This Agreement is executed in multiple counterparts, each of which is effective. The parties enter this Agreement by their respective signatures. This Agreement shall be construed in accordance with its fair meaning and not for or against either party.

10.11 Disclaimer. WE EXPRESSLY DISCLAIM THE MAKING OF, AND YOU ACKNOWLEDGE THAT YOU HAVE NOT RECEIVED, ANY PROMISES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ORALLY, IN WRITING, OR OTHERWISE OF ASSISTANCE, EXPENSES, BENEFITS, SALES VOLUMES, PROFITS, SUCCESS OR ANY OTHER MATTER EXCEPT AS EXPRESSLY STATED HEREIN. IF ANY SUCH PROMISES OR REPRESENTATIONS HAVE BEEN MADE, YOU MUST LIST THEM BELOW. WE RELY ON YOU TO SEE THAT ALL SUCH MATTERS ARE INCLUDED HERE IN WRITING. IF THEY ARE NOT, YOU WILL NOT BE ABLE TO RELY ON SUCH PROMISES OR REPRESENTATIONS AND WE WILL NOT BE BOUND BY THEM. YOU ACKNOWLEDGE YOU HAVE HAD AMPLE TIME TO CONSULT WITH ADVISORS OF YOUR OWN CHOOSING ABOUT THE POTENTIAL BENEFITS AND RISKS OF THIS AGREEMENT AND THAT YOU HAVE CAREFULLY READ AND UNDERSTOOD IT.

11. ACCEPTANCE. Your acceptance of this Agreement is indicated by your execution of this Agreement, clicking "I accept," installing the Software, downloading a Product File, or purchasing Products from Us. Your acceptance of the then-current Agreement as then currently posted on Our website is reaffirmed each time you do any of these acts.