ServicePRO® EVALUATION LICENSE AGREEMENT

Standard Terms and Conditions

Grant and Term of License: Help Desk Technology ("HDT") grants you the right to install and use the Software for a 30-day period for the purpose of testing and evaluation for use in your organization. The Software may be installed on computers under your control or on a network server, which allows you and others who have agreed to the terms of this License to access the Software.

The Evaluator agrees that their use of the ServicePRO® is solely for the purposes outlined above and will not be used directly or indirectly for the purpose of competing within the help desk market against ServicePRO®. The term "not compete" as used here shall mean that the Evaluator shall not develop or market a product substantially similar to or competitive with the present business of Help Desk Technology.

Number of Users: There is no restriction to the number of users that you can set up during the Evaluation Period. If you ultimately decide to purchase the software, the number of users that you can set up will be determined by the number of licenses that you purchase.

Restrictions. The Software and all copies of it are the property of HDT and are protected by U.S. and international copyright and intellectual property laws and treaty provisions. All rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications to it shall be and remain in HDT. You may not modify, alter, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software, or remove any proprietary notices or labels that it contains. You are permitted, however, personally to install the Software on more than one computer, to share the unaltered installation software with others on a non-commercial basis and to make one complete copy of the installed Software for backup purposes.

No Warranties or Liabilities. You expressly acknowledge and agree that use of this Software is AT YOUR OWN RISK and that the Software is provided "AS IS" without any warranties or conditions whatsoever.

HDT (i) DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES AS TO THE NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; (ii) SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR PART BY, OR FAILURES, DELAYS OR INTERRUPTIONS OF, THE SOFTWARE OR HDT; (iii) SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR TRADING LOSSES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU AND SHOULD IT BE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF SERVICING, REPAIR OR CORRECTION OF SUCH DEFECTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Transmission of information: the Software communicates with HDT for the purpose of logging your registration information, error conditions, or to inform you when new releases are available to you. You expressly acknowledge and agree that such information may be communicated between yourself and HDT during your evaluation of the Software.

HDT Logos and Links in Web Interface: HDT reserves the right to include its own proprietary logos, slogans, and/or website links in the Web Interface, including, but not limited to "Powered by ServicePRO®", the ServicePRO® logo, and a link to www.servicePRO.solutions

General. This License constitutes the entire agreement between you and HDT with respect to this Software and supersedes any other communication (including advertising). If any provision of this License is held unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect the intent of this License, and the remainder of this License shall continue in full force and effect.

This License shall be governed by the laws of the Province of Ontario without reference to conflict of laws principles.

END OF LICENSE AGREEMENT FOR ServicePRO Evaluation.