SOLARO™

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. DOWNLOADING, INSTALLING OR USING SOLARO™ OR CASTLE ROCK-SUPPLIED SOFTWARE OR USING THE SERVICES MADE AVAILABLE ON THIS WEBSITE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

CASTLE ROCK RESEARCH CORPORATION (“CASTLE ROCK”) IS WILLING TO LICENSE THE SOLARO SOFTWARE, PROVIDE ACCESS TO THE WEBSITE AND PROVIDE THE SERVICES ACCESSED THROUGH THE WEBSITE, TO YOU AND YOUR CHILD (COLLECTIVELY THE “CUSTOMER”) ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE SOFTWARE OR SERVICES MADE AVAILABLE ON THIS WEBSITE, YOU ARE BINDING THE CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN CASTLE ROCK IS UNWILLING TO PROVIDE ACCESS TO THE WEBSITE TO YOU, TO LICENSE THE SOFTWARE TO YOU OR PROVIDE SERVICES TO YOU, AND YOU MUST NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE OR THE SERVICES MADE AVAILABLE IN THIS WEBSITE (THE “SERVICES”), OR CONTENT MADE AVAILABLE THROUGH THE SOFTWARE, SERVICES OR DOCUMENTATION (“CONTENT”). THE FOLLOWING TERMS OF THIS AGREEMENT, WHICH MAY BE UPDATED FROM TIME TO TIME BY PROVIDING WRITTEN NOTICE TO THE CUSTOMER, GOVERN CUSTOMER’S ACCESS AND USE OF THE SOFTWARE AND SERVICES ON THIS WEBSITE. THE SOLARO PRIVACY POLICY IS INCORPORATED INTO AND FORMS PART OF THIS AGREEMENT.

Customer's Representations. By agreeing to the terms of this Agreement, you represent that you are of the age of majority in your province or state and that you are the parent or legal guardian of the child using the Software and the Services. In addition, the Customer represents that all information provided by the Customer on the subscription agreement to Castle Rock, including without limitation the mailing address and email address are correct, and Customer will update Castle Rock at any time that this information may change. Additionally, you represent and warrant that you consent to the collection, use and disclosure of personal information in accordance with the privacy policy posted on the site.

License. Conditioned upon compliance with the terms and conditions of this Agreement, Castle Rock grants to Customer a nonexclusive and nontransferable license to use the Software and Documentation for which Customer has paid the required license fees for the term selected by the Customer corresponding to the license fee paid, solely for the purpose of accessing this website and the Services and Content. “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the Software or Services and made available by Castle Rock with the Software or Services in any manner (including on CD-Rom, or electronic or on-line documentation).

General Limitations. This is a license, not a sale or transfer of title, to the Software, Services and Documentation, and Castle Rock retains ownership of the Services and of all copies of the Software and Documentation. Customer acknowledges that the Software, Services and Documentation contain trade secrets of Castle Rock, its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information, and are protected by intellectual property laws and treaties. All rights not expressly granted are hereby reserved. This Agreement does not grant Customer any rights in connection with any trademarks or service marks of Castle Rock, or its suppliers or licensors. Accordingly, except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to:

(i) transfer, assign or sublicense its license rights to any other person or entity, and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void;

(ii) make error corrections to or otherwise modify or adapt the Software or Content or create derivative works based upon the Software Documentation or Content, or permit third parties to do the same;

(iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction;

(iv) rent, lend, lease, use or permit the Software, Services, Documentation or Content to be used to perform services for third parties, whether to provide commercial hosting services, on a service bureau or time sharing basis or otherwise, without the express written authorization of Castle Rock; or

(v)disclose, provide, or otherwise make available trade secrets or Confidential Information contained within the Software, Services, Documentation and Content in any form to any third party without the prior written consent of Castle Rock. Customer shall implement reasonable security measures to protect such trade secrets and Confidential Information.

Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software, Documentation or Content in the same form and manner that such copyright and other proprietary notices are included on the Software, Documentation or Content. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates of any Software, Documentation or Content without the prior written permission of Castle Rock.

Term and Termination. This Agreement and the license granted herein shall remain effective until terminated. Either party may terminate this Agreement and the license at any time by providing 30 days written notice to the other party of its intention to terminate. Customer’s rights under this Agreement will terminate immediately without notice from Castle Rock if Customer fails to comply with any provision of this Agreement. In addition, Castle Rock reserves the right to immediately terminate this Agreement with the Customer in its sole unfettered discretion if the Customer fails to adhere to code of conduct posted on the SOLARO™ website. If Castle Rock exercises its foregoing termination right, Customer agrees to forfeit any pre-paid license fees. All confidentiality obligations of Customer and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement. In addition, all provisions of this Agreement with the exception of the section titled “License” shall survive termination of this Agreement.

Export. Software and Documentation, including technical data, may be subject to U.S., Canadian, and other governments’ export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations, and end- user, end-use and destination restrictions issued by the U.S., Canadian and other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software and Documentation.

U.S. Government End User Purchasers. The Software and Documentation qualify as "commercial items" as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, Customer may provide to a Government end user or, if this Agreement is direct, the Government end user will acquire, the Software and Documentation with only those rights set forth in this Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein.

Limited Warranty. The Software, Services and Documentation is provided AS IS. In no event does Castle Rock warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Castle Rock does not warrant that the Software, Services, website on which the Services are offered, or any website equipment, system or network on which the Software is used or Services offered will be free of vulnerability to intrusion or attack. Castle Rock agrees to treat all personal information provided by the Customer in accordance with its privacy policy, found at www.solar.com.

Restrictions. If Customer has received any other warranties regarding the Software, Services or Documentation, those warranties do not originate from Castle Rock or its suppliers or licensors and are not binding on Castle Rock or its suppliers or licensors.

Indemnity. Customer agrees to indemnify, defend and hold harmless Castle Rock and its directors, officers, employees, agents and independent contractors against or from all losses, costs, causes of action, actions, liabilities, deficiencies, damages, interest, penalties, professional fees and expenses including reasonable legal costs on a solicitor and own client full indemnity basis which may be brought, asserted or made by any persons whatsoever against Castle Rock to the extent resulting from (i) Customer’s material breach of this Agreement; or (ii) Customer’s failure to comply with applicable law.

DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY CASTLE ROCK, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY OR CONDITION CANNOT BE EXCLUDED, SUCH WARRANTY OR CONDITION IS LIMITED IN DURATION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

Limitation of Liabilities. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CASTLE ROCK OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE OR SERVICES OR OTHERWISE, EVEN IF CASTLE ROCK OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Castle Rock's or its suppliers' liability to Customer, whether in contract, tort (including negligence), warranty, or otherwise, exceed the lesser of: (i) Cdn. $250.00; or (ii) the price paid by Customer for the Software or Services which gave rise to the claim. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Customer agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether Customer has accepted the Software or Services or not. Customer acknowledges and agrees that Castle Rock has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.

General Provisions. The Customer acknowledges that the “Stars” used in the Software are not redeemable for any monetary value, and that upon termination of the Customer’s subscription for the Software and Services, the Customer agrees to forfeit all unused Stars. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the Province of Alberta, Canada, as if performed wholly within the province and without giving effect to the principles of conflict of laws, and the provincial and federal courts of the Province of Alberta shall have jurisdiction over any claim arising under this Agreement. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods. Notwithstanding the foregoing, Castle Rock may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of its intellectual property or proprietary rights. The Parties will not be liable for delay in or non-performance of their obligations under this Agreement resulting directly or indirectly from: (1) an act of God; (2) epidemics, earthquakes, storms, typhoons or unusually severe weather, fires, flood, lightening; (3) an act of any governmental authority, domestic or foreign, including but not limited to war, declared or undeclared, quarantines, embargoes, quotas, licensing controls, import or export controls, or production or distribution restrictions; (4) accidents and disruptions including but not limited to explosions, breakdowns of essential machinery or equipment and power shortages; (5) transportation or storage delays, accidents, shortages or port congestion; (6) labour difficulties including but not limited to strikes, slowdowns, lockouts, sabotage and labour shortages; (7) failure or delay in its source of supply but not including delay or inability to obtain financing or any other financial inability of the party; or (8) any other cause beyond the reasonable control of the party relying on this provision, whether similar or dissimilar to those above mentioned. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the license of the Software, Documentation and provision of Services and supersedes any conflicting or additional terms contained in any purchase order or elsewhere, all of which terms are excluded. This Agreement has been written in the English language, and the parties agree that the English version will govern.