The Applications you are attempting to use are licensed only on the condition that you (the "Licensee") agree with TP SYSTEMS LTD., having an office at 250 – 6400 Roberts Street, Burnaby, British Columbia, Canada V5X 4C9 ("TP") to the terms and conditions set forth below. PLEASE CAREFULLY READ THE TERMS OF THIS END USER LICENSE AGREEMENT.

Last Revised: January 10, 2007
  1. Applications

    As used in this License "Applications" means the AdoptionLynx computer software program, in object code form, owned by TP or its licensors.

  2. License to Use Applications

    Under this Agreement, TP grants to the Licensee a non-exclusive, non-transferable, non-sublicensable right to use the Applications strictly in accordance with the terms and conditions of this Agreement, solely for the Licensee's own internal business purposes of registering and matching children and families for adoption (the "Purpose"), on a single computer at a single location and on the terms and conditions set out in this Agreement. The Applications may not be used on a computer network unless only one person can use the Applications at a time.

  3. Ownership

    The Applications and any and all ideas, concepts, documentation, knowledge, know how and/or techniques relating to the Applications, and all components thereof, is and will remain the sole and absolute property of TP or its licensors and suppliers, as applicable. The Licensee acknowledges that all documentation, inventions, discoveries, improvements, software, copyright, know-how or other intellectual property, whether or not patentable or copyrightable, created by TP prior to, during, or after the termination of, this Agreement, pertaining to the Applications are and will remain the sole and absolute property of TP. Licensee will not contest in any jurisdiction TP’s ownership rights in the Applications. The Licensee acknowledges that components of the Applications are licensed by TP from Her Majesty in Right of the Province of British Columbia, represented by the Minister of Labour and Citizens' Services (the "Province") and to the extent of such licensed components, this Agreement is entered into pursuant to the terms of a head license agreement between TP and the Province (the "Province License Agreement").

  4. Copy and Use Restriction

    The Licensee will not, and will not authorize any third party to:
    1. copy, reproduce, distribute, lease, license or sublicense or grant other rights in the Applications to any person, or cause or permit others to do so;
    2. create any derivative works based on the Applications or cause or permit others to do so;
    3. modify, improve, further develop, adapt, alter, reverse-engineer, translate, disassemble, or decompile the Applications, or cause or permit others to do so;
    4. distribute, sell, lease, transfer, assign, trade, rent or publish the Applications or any part thereof and/ or copies thereof, to others;
    5. remove any title, trademark, copyright and/or restricted rights or proprietary notices or labels used in connection with, placed on or embedded in the Applications;
    6. use the Applications to generate or facilitate unsolicited commercial email. Such activity includes, but is not limited to:
      1. sending email in violation of any applicable laws;
      2. imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam;
      3. sending unauthorized mail via open, third-party servers;
      4. sending emails to recipients who have requested to be removed from a mailing list;
      5. selling, exchanging or distributing to a third party the email addresses of any person without such person's knowing and continued consent to such disclosure;
      6. sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom the Licensee has no pre-existing relationship;
    7. use the Applications as part of a service bureau, network or time sharing facility for the benefit of third parties;
    8. use the Applications for any activity that is unlawful under either the laws of the jurisdiction where the server that is hosting the Applications is located;
    9. place the Applications, or allow the Applications to be placed, on the Internet, on-line, on a website, an electronic bulletin board or ftp server;
    10. use, without their express permission, the name of TP or any trademark or logo of TP in advertising, publicity, or otherwise; or
    11. use the Applications or any part thereof for any purpose other than the Purpose.

  5. Licensee Obligations

    The Licensee shall:
    1. strictly safeguard the security of the Applications and shall prevent the unauthorized use thereof;
    2. protect, in strict confidence, the Licensee’s administrator username and password, and not allow any unauthorized use of the Licensee’s administrator username and passwords;
    3. promptly notify TP if the Licensee becomes aware of any unauthorized access to the Applications or potential breaches of security relating to the Applications, including the unauthorized disclosure or use of any of the Licensee’s passwords;
    4. supply and maintain all ancillary software, computers, connection to the internet and other hardware and equipment necessary for the Use of the Applications;
    5. comply with all federal, provincial/state, and local laws and regulations applicable to the Licensee’s use of the Applications;
    6. ensure that the Use of the Applications by the Licensee, including any data transmitted or stored on the Licensee’s system, will not violate any applicable laws or regulations.

  6. Termination

    This License is in force until terminated. This License may be terminated immediately by TP if the Licensee breaches any term of this Agreement. The Licensee may terminate this Agreement at any time by stopping all use of the Applications and destroying or deleting all copies of the Applications licensed to the Licensee. After termination the Licensee agrees to return to TP any documentation or other material relating to the Applications, and will have no further right to use the Applications. The "Copy and Use Restrictions", "Termination", "Confidentiality" "No Warranty", "Limitation of Liability", "Indemnity" and "Miscellaneous" sections of this Agreement will however survive any termination of this Agreement. The Licensee covenants that in the event of a termination of the Province License Agreement, upon the Licensee receiving notice from the Province or TP, as the case may be, of such termination, the Licensee will continue to be bound by all provisions of this Agreement as if it were made directly with the Province and the parties shall work together in good faith to effect the transition of the responsibilities of TP under this Agreement and assignment of this Agreement from TP to the Province, if possible, and if such transition is not possible or the Province is not willing to take assignment of this Agreement, the Licensee agrees that TP may terminate this Agreement with no further obligations or liability to the Licensee. In the event that this Agreement is assigned from TP to the Province, the Licensee will release and discharge TP from all obligations or covenants under this Agreement.

  7. No Services or Upgrades

    TP shall have no obligations to provide any services, modifications, upgrades, technical information, documentation, updates or replacements relating to the Applications unless specifically agreed to by the parties in writing.

  8. Confidentiality

    All confidential information, documentation, or computer code which TP may at any time disclose to the Licensee relating to the Applications is proprietary and confidential. The Licensee agrees that it shall use any such confidential information solely in accordance with the provisions of this Agreement and will not at any time disclose such confidential information, directly or indirectly, to any third party without TP's prior written consent.

  9. No Warranty

    THE LICENSEE ACKNOWLEDGES AND AGREES THAT THE APPLICATIONS ARE PROVIDED TO THE LICENSEE "AS IS", THE USE OF THE APPLICATIONS IS AT THE SOLE RISK OF THE LICENSEE, AND THAT TP MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE APPLICATIONS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE APPLICATIONS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS. THE APPLICATIONS ARE NOT INTENDED TO PROVIDE ANY GUARANTEES OF SAFETY, APPROPRIATENESS IN ANY PARTICULAR CIRCUMSTANCE OR THE ACHIEVEMENT OF PARTICULAR RESULTS OR SKILL-LEVEL. LICENSEE AGREES THAT IT ACCEPTS SUCH RISKS AND WILL NOT HOLD TP LIABLE FOR ANY LAWSUITS, COSTS, LOSSES, DAMAGES, ACTIONS OR CLAIMS ARISING OUT OF THE USE OF THE APPLICATIONS BY THE LICENSEE. THE LICENSEE AGREES THAT TP WOULD NOT GRANT THIS LICENSE TO LICENSEE IF NOT FOR THE LICENSEE AGREEING TO ALL OF THE TERMS OF THIS LIMITATION OF LIABILITY. TP does not warrant that the Applications are free from malfunctions, nor that any malfunctions can or will be corrected or that TP will develop or provide to the Licensee any operations, capabilities or features not present in the version of the Applications first delivered to the Licensee under this Agreement. TP does not and cannot control the flow of data to or from TP’s network infrastructure or other portions of the Internet. Such flow depends in large part on the performance of the Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt the Licensee's connections to the Internet (or portions thereof). Accordingly, TP disclaims any liability resulting from or related to such events.

  10. Limitation of Liability

    TP’S TOTAL LIABILITY, WHETHER UNDER THE EXPRESS OR IMPLIED TERMS OF THIS AGREEMENT, IN TORT (INCLUDING NEGLIGENCE), OR AT COMMON LAW, FOR ANY LOSS OR DAMAGE SUFFERED BY THE LICENSEE WHETHER DIRECT, INDIRECT OR SPECIAL, OR ANY OTHER SIMILAR OR LIKE DAMAGE THAT MAY ARISE OR DOES ARISE FROM ANY BREACHES OF THIS AGREEMENT BY TP, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, IS STRICTLY LIMITED TO THE AMOUNT OF $1.00. IN NO EVENT WILL TP BE LIABLE FOR ANY LOST REVENUE, PROFIT, BUSINESS INTERRUPTION OR LOSS OF DATA, OR FOR DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE APPLICATIONS, EVEN IF TP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  11. Indemnity

    THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS TP, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE (INCLUDING LEGAL FEES AND DISBURSEMENTS) IN CONNECTION WITH ANY CLAIM, SUIT, ACTION, DEMAND OR JUDGMENT ARISING OUT OF CONNECTED WITH, RESULTING FROM, OR SUSTAINED AS A RESULT OF THE LICENSEE'S USE OF THE APPLICATIONS OR A BREACH BY LICENSEE OF THE TERMS OF THIS AGREEMENT.

  12. Miscellaneous

    1. This Agreement will be governed and interpreted according to the laws of British Columbia, Canada and the laws of Canada applicable therein, without regard to its conflict of laws rules. The parties acknowledge and agree that the International Sale of Goods Act and the United Nations Convention on Contracts for the International Sale of Goods shall have no application to this Agreement and shall be specifically excluded. The Licensee agrees that by accepting the terms of this Agreement and using the Applications the Licensee has attorned to the exclusive jurisdiction of the courts of competent authority in the Province of British Columbia.
    2. This Agreement is the entire agreement between the Licensee and TP relating to this subject matter.
    3. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
    4. The provisions of this Agreement are severable and if any provision is determined to be invalid or unenforceable, that will not affect the validity or enforceability of the remaining provisions of the Agreement.
    5. The License shall not assign or sublicense any of its rights or obligations under this Agreement, whether in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or otherwise, without the express written consent of TP and if required, the Province.