TERMS AND CONDITIONS OF WEBSITE USE

This website (“Site”) is owned and operated by The Laminex Group, a division of Laminex Group Pty Limited ABN 98 004 093 092.

Use and access of this website is subject to the terms and conditions contained below and elsewhere on the web site including our Privacy Policy (known collectively as “Conditions”). By using the Site you will be deemed to have agreed to the Conditions.

Changes to the Conditions

Please note that the Conditions may be changed without notice at any time and it is your responsibility to monitor amended Conditions. All changes are effective from the date of posting on the website. Any updated version of the Conditions will immediately supersede any prior version.

Your Conduct

You agree that you will not use the Site for any purpose that is unlawful or prohibited under these Conditions, and that you will comply with all relevant laws and regulations. In particular you agree that you will not use the Site to spam, transmit or upload any material that contains viruses or any other harmful programs or that breach any laws including intellectual property rights, defamation or privacy rights, interfere with or disrupt the Site or attempt to gain unauthorized access to any services or information.

The Site, and all materials and content on the Site including but not limited to any and all trade marks, designs, drawings and products, are the property of The Laminex Group and subject to copyright and other intellectual property protection. This Site contains commercially sensitive and valuable information which is both confidential and protected by copyright. Brands, logos, images and tag-lines are registered or unregistered trade marks owned or used under license by Laminex Group.

The Laminex Group reserves all its rights. It is illegal to copy, reproduce, sell, distribute, use, modify, adapt or transmit by any means or otherwise exploit this Site or anything (including any image, written information, drawing or design or other content) contained on it for any commercial purpose unless The Laminex Group expressly authorises you to do so in writing.

Ownership or copyright in any image, drawing or design owned by us will not pass to you at any stage.

Colour Reproduction

Although the pictures of the The Laminex Group designs set out on our website are as accurate as we can make them, different computers offer different quality and standards of image and reproduction. As a result, The Laminex Group does not guarantee that the image which is produced on your computer will match the product exactly and we will not be liable to you for any apparent differences when the laminate product has been manufactured in accordance with its specifications.

However, The Laminex Group are able to provide you with standard colour details on each of its designs as well as samples at no charge if you request it so you can see what the final product will look like.

Content

Reasonable efforts are taken to ensure that the content on this Site is accurate and up-to-date. However The Laminex Group makes no warranties or representations about accuracy, correctness, reliability or completeness of the information provided, and The Laminex Group will not be responsible for any incorrect or inaccurate information whether caused by any of the equipment of programming associated with or utilised with the Site, or for any technical or human error which may occur in the course of the operation or administration thereof.

Modifying the Services

The Laminex Group may modify, suspend or discontinue the services available on the Site, or delete, modify or supplement the contents of the Site, at any time without notice.

Liability

To the full extent permitted by law, The Laminex Group excludes all terms, conditions, warranties and representations, whether express or implied, and excludes all liability in contract, tort (including negligence), or otherwise for loss or damage (whether direct or indirect) suffered or incurred as a result of access to or use of this Site. If The Laminex Group is liable for breach of any implied warranty or condition that cannot be excluded then in any event The Laminex Group’s liability shall be limited to, at The Laminex Group’s option, in the case of services, re-supplying the services, or paying for the costs of re-supplying the services.

The Laminex Group assumes no responsibility for any technical malfunction, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, virus, bug, tampering, theft or destruction or unauthorised access to or alteration of the Site, or any injury or damage to any person’s computer related to participation in or down-loading any material from this Site.

Communications

Any communications sent to this Site or otherwise to The Laminex Group by electronic mail are on a non-confidential basis, and The Laminex Group may reproduce, publish, or otherwise use such communications in any way for any purpose, subject to relevant privacy laws.

Applicable law

The Conditions are governed by and to be construed in accordance with the laws of Victoria, Australia. You irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the courts of Victoria, Australia.

Links

This Site may provide links or references to other sites originating from other companies, individuals or organisations but The Laminex Group has no responsibility for the content or operation of any such sites and shall not be liable for any damages or injury arising out of or resulting from access to or use of such sites.

Privacy Policy

We respect your rights to make informed choices about the collection and the use of your personal information. This privacy policy tells you about our online collection and use of information that identifies you personally so you can make an informed choice about using this site.

This site is operated by The Laminex Group, a division of Laminex Group Pty Limited ABN 98 004 093 092. By accessing and using this website, you understand and agree that:

We may retain the information collected and may store and access that information indefinitely
The information may be used in jurisdictions where the privacy laws may be different and less protective than those of your home jurisdiction
We may use this information for a variety of purposes including direct marketing (unless you tell us not to direct market to you).

Information collected from this website

When you visit this website, information such as the site that referred you to us, your internet service provider and email address, navigational and personal information may be collected automatically as part of the sites operation. We may use this information to generate user profiles.

Occasionally, we may ask you to provide information on online forms. For example, we may ask for your user name, password, full name, telephone number, email address and postal address. You may decline to provide any online information. However, in certain cases, if you do not provide that information, then we may not be able to process your transaction or request online, and you may therefore be precluded from taking advantage of our online services. We may store the information collected indefinitely.

When you visit this website, we provide a cookie to your browser which it stores in the browser directory of your computer’s hard drive. A cookie is a piece of data that contains information about the user. Use of a cookie is in no way linked to any personally identifiable information while on our site. Cookies offer you many advantages. For example, your registration information is stored, as may be your navigational activities. This means that you may save time because you do not need to re-enter information such as your password each time you enter our website. We may also be able to enhance your experience of our website using the information the cookies gather.

You may nominate to reject or delete a cookie. Your browser should contain information on how to do this. If you do so, you can still access our website, although you may be limited in some uses of the website.

Files

We use IP addresses to gather statistics and to assist in the administration of the website. This enables us to analyse trends, track your movements and gather broad demographic information. IP addresses are not linked to any personally identifiable information.

Security

We are serious about security. We want you to be comfortable that any information you enter on the website is secure. When you submit information, it is protected both online and off-line.

Our policy is that your information is only accessed by people who need to see it. Our staff are trained on this policy and we are constantly retraining our staff and revising our procedures to ensure that this policy is adhered to. In addition to this, the servers on which we store your personally identifiable information are located in a secure environment to prevent someone from breaking in and stealing that information.

Use of information collected

We may use the information for various purposes including processing your transaction or request, customer service, development of new products or services, direct marketing and marketing analysis or determining other information we think you might like to see. For any of the above purposes we may contact you by electronic or other means. We may share the information with our subsidiaries and related companies.

We will not otherwise provide the information to any third party other than when we are required to do so by law, or if we believe that it is necessary to comply with the law, respond to a claim or to protect our rights, property or the safety of our employees, customers or the public, or when we require a third party to carry out functions on our behalf. In the case of any third parties carrying out functions on our behalf, these third parties will have access to information to the extent needed to perform their functions, but may not use it for other purposes.

You may ask us not to send information

You may complete the online request to not receive marketing or other information we may otherwise send to you. You may complete such a request at any time. You should note that even if you ask us not to send material to you, we may not be able to prevent our subsidiaries and related companies from sending such information. You will need to ask them directly to cease sending such information.

Linked sites

We cannot be responsible for the policy or practices of linked sites so we recommend that you consider their privacy polices separately.

Are you under 18?

We do not want to collect personal information from any one under the age of 18. If you are under 18, you should not enter any information on this website.

If you have a complaint

If you think that we have not followed our privacy policy, please advise us of your concerns by clicking here to contact us.

Changes to our privacy policy

We may change the terms of this privacy policy at any time. If we change this policy we will post the revised policy on this website. We recommend that you review the privacy policy whenever you visit our website.

Access and correction

You can request to access, update or correct your information (subject to any exemptions which may be applicable under the Australian privacy legislation) by contacting us at the details set out below.

For any enquiries please fill out the form in the ‘Contact Us’ section of this website, and a representative will be in contact with you shortly.

Thankyou.

Legal Statement

Unless otherwise indicated, copyright in this website and the information contained on it including any images, drawings and designs is owned by us.

All of our rights are reserved. It is illegal to copy, reproduce, sell or transmit by any means or otherwise exploit this website or anything (including any image, written information, drawing or design) contained on it for any commercial purpose unless we expressly authorise you to do so in writing.

Ownership or copyright in any image, drawing or design owned by us will not pass to you at any stage.

Colour Reproduction

Although the pictures of the The Laminex Group designs set out on our website are as accurate as we can make them, different computers offer different quality and standards of image and reproduction.

As a result, we do not guarantee that the image which is produced on your computer will match the product exactly and we will not be liable to you for any apparent differences when the Laminate product has been manufactured in accordance with its specifications.

However, we are able to provide you with standard colour details on each of our designs as well as samples at no charge if you request it so you can see what the final product will look like.

Annual Support and Enhancement Agreement

The Licensee has entered into a supply agreement with Laminex Group Pty Ltd (ACN 004 093 092) (The Laminex Group) (or Parbury Pty Ltd) (the Supply Agreement) for certain software owned by 20-20 Technologies and now distributed by The Laminex Group that assists customers with kitchen design and/or production and manufacturing (the Software).

The Licensee wishes to enter into an agreement with 20-20 Technologies for the provision of upgrades and support for the Software by The Laminex Group on behalf of 20-20 Technologies.

Commencement and Term

1.1

This Agreement commences on the date that the fee payable under clause 3 is received by The Laminex Group, and continues until the first anniversary of that date (the Initial Term), unless the parties agree to extend this Agreement for further terms of twelve months each, and the applicable fee for the each further term is paid.

Services

2.1

20-20 Technologies shall provide, through its agent The Laminex Group, the following services to the Licensee:

upgrades of the Software as they become available during the term of this Agreement, together with easy-to-follow documentation;
help desk services by phone, fax, and e-mail from 9:00 AM to 5:00 PM Australian Eastern Standard Time, Monday to Friday (other than public holidays);
access to product information and other resources through the agent’s web site;
access to 20-20 Technologies software service packs which can be downloaded directly from the agent’s web site;
newsletters containing product tips, customer references and industry-related information;
the opportunity to attend user seminars during major trade shows across Australia; and
access to 20-20.net global solution for the interiors industry that links dealers, manufacturers and suppliers using the most comprehensive and flexible e-services in a secure Internet environment.

Fee

3.1

The Licensee shall pay the charges set out in Schedule 1 for the Initial Term. The Laminex Group shall notify the Licensee prior to the end of each twelve month term of the fee applicable to the following further term.

Termination

4.1

If the Supply Agreement or the 20-20 Software License is terminated for any reason, this Agreement shall terminate on the date of termination of the Supply Agreement or the 20-20 Software License, as the case may be.

Software Supply Agreement

The Laminex Group has been appointed by 20-20 Technologies Inc., a Canadian body corporate (20-20 Technologies) to distribute software owned by 20-20 Technologies that assists customers with kitchen design and/or production and manufacturing. The Laminex Group has agreed to supply this software to the Licensee on the terms and conditions set out below.

It is agreed

Definitions

1.1

In this Agreement:

20-20 Software License Agreement means the agreement between 20-20 Technologies and the Licensee entered into under clause 4 of this Agreement.
Designated Computer means the single computer to which the security device is connected, used by the Licensee to provide services to customers. The Designated Computer’s hardware and operating system software must meet The Laminex Group’s specifications as advised by The Laminex Group from time to time.
Documentation means any instruction manuals, user guides or other information relating to the Software supplied to the Licensee by The Laminex Group.
Software means the software specified in Schedule Item 1 and any other software supplied by The Laminex Group to the Licensee pursuant to this Agreement.

Commencement of Agreement

2.1

This Agreement will commence on the date the Software is installed on the Designated Computer.

Supply of Software

3.1

The Laminex Group agrees to supply:

the physical medium containing the Software and the Documentation to the Licensee, and/or
access to the 20-20 Technologies virtual product range, as set out in Schedule Item 1, subject to the terms of this Agreement and the 20-20 Software License Agreement.

3.2

The Licensee acknowledges that it has read and understood Attachment B, and that Attachment B forms part of the terms of this Agreement governing the supply of the Software.

3.3

The Licensee must not:

cause or permit the reverse engineering, disassembly, decompilation, modification or alteration of the Software;
make the Software or Documentation available to any third party for any purposes; or
reproduce or copy the Documentation or the Software, other than as permitted by the 20-20 Software License Agreement or the Copyright Act 1968 (Cth).

Licence

4.1

The Licensee acknowledges that:

it has entered into the 20-20 Software License Agreement with 20-20 Technologies at the same time it has entered into this Agreement; and
the terms of the 20-20 Software License Agreement are the terms set out in Attachment A as varied by clause 4.3 of this Agreement.

4.2

The parties acknowledge that The Laminex Group is the agent of 20-20 Software for the purpose of effecting the 20-20 Software License Agreement and the Support Agreement defined by clause 6.1, and providing upgrades and services under the Support Agreement, but for no other purpose.

4.3

The terms of Attachment A are varied as follows despite anything to the contrary stated in Attachment A:

(The Licensee may reproduce the Software to the extent permitted by the Copyright Act 1968 (Cth);
any warranties implied by applicable legislation which may not lawfully be excluded are not excluded; and
any liability of 20-20 Technology to the Licensee which may not lawfully be excluded is not excluded, but (to the extent it is lawful to do so) shall be limited to the resupply of any goods or services supplied by 20-20 Technology to the Licensee, or payment of the cost of resupplying the goods or services, at 20-20 Technology’s option. This limitation of liability extends to:

property damage (including damage to the Licensee’s property and the property of third parties);
the liability of the Licensee to third parties; and
loss or damage incurred as a result of the negligence of 20-20 Technology, its officers, employees or agents.

Fee

5.1

The Licensee shall pay the charges set out in Schedule Item 2 for supply of the Software at the times and in the manner set out in Schedule Item 2.

Upgrades and Support

6.1

The Licensee may enter into the 20-20 Software Annual Support and Enhancement Agreement with 20-20 Technologies (the Support Agreement) by executing the Support Agreement and making the applicable payment to The Laminex Group as agent for 20-20 Technologies. Support services will be provided by The Laminex Group as an agent for 20-20 Technologies only.

6.2

All upgrades supplied by The Laminex Group pursuant to the Support Agreement will be deemed to form part of the Software for the purposes of this Agreement and the 20-20 Software License Agreement.

Protection of Proprietary Rights

7.1

The Licensee will:

take all reasonable steps to ensure the non-disclosure and confidentiality of the Software and all matters relating to the Software (which are not in the public domain) at all times;
ensure that its officers and employees and agents do not disclose or copy the Software in whole or in part except as permitted by this Agreement and the 20-20 Software License Agreement, or by the Copyright Act 1968 (Cth);
not transfer, assign or otherwise deal in the Software other than in accordance with this Agreement and the 20-20 Software License Agreement;
maintain all copyright notices on the Software and Documentation (including on any permitted back-up and copy); and
notify The Laminex Group in writing immediately if it has knowledge of the existence of any circumstances which may suggest that any person may have unauthorised knowledge, possession or use of the Software or the Documentation.

Warranties, Remedies, Limitation of Liability

8.1

The Laminex Group warrants that:

it has full power and authority to supply the Software; and
the Software, when used in accordance with The Laminex Group’s instructions and the terms of this Agreement and the 20-20 Software License Agreement, will function substantially as represented by The Laminex Group.

8.2

The warranty granted by paragraph 8.1(b) does not apply to non-compliance resulting from causes beyond The Laminex Group’s control, including Licensee operator error, Licensee data error, power failure or power surges, failure or malfunction of the Licensee’s hardware or software, or computer viruses

8.3

The Licensee’s sole and exclusive remedy under the warranties given in clause 8.1 is limited to:

the correction of defects in the Software; or
replacement of the Software in whole or in part,

8.4

The warranties in this clause 8 are the only express warranties given by The Laminex Group in relation to the supply of the Software, and all implied warranties (other than any implied by applicable legislation which may not lawfully be excluded) are expressly excluded, including any warranty that the Software or Documentation will be error free.

8.5

Subject to clause 8.6, The Laminex Group’s liability on any legal basis for all loss, damage, costs and expenses incurred by the Licensee arising out of, or connection with, the provision of any goods or services or delay in, or failure to, provide goods or services by The Laminex Group for the purpose of this Agreement or the Support Agreement shall be limited to the resupply of the goods or services, or payment of the cost of re-supplying the goods or services, at The Laminex Group’s option. This limitation of liability extends to:

property damage (including damage to the Licensee’s property and the property of third parties);
the liability of the Licensee to third parties; and
loss or damage incurred as a result of the negligence of The Laminex Group, its officers, employees or agents.

8.6

Paragraph 8.5 does not apply in circumstances where its inclusion would breach any applicable legislation.

8.7

For the avoidance of doubt, if the Licensee has entered into this Agreement in substitution for an agreement with Parbury Pty Limited (Parbury), the Licensee acknowledges that The Laminex Group has no liability in relation to any supply of goods or services (or failure to do so) by Parbury.

Default and Termination

9.1

The Laminex Group may immediately terminate this Agreement by notice in writing to the Licensee if:

the Licensee is in breach of any of its obligations under this Agreement or any other agreement with The Laminex Group, or under the 20-20 Software License, and fails to remedy such breach within 7 days after notice from The Laminex Group specifying the breach and requiring it to be remedied;
the 20-20 Software License is terminated; or
the Licensee becomes bankrupt or goes or is put into liquidation or has a receiver or statutory manager appointed of its assets or any of them or becomes insolvent, ceases to carry on its business or makes any composition or arrangement with its creditors.

9.2

Immediately on termination of this Agreement, the Licensee will delete the Software and Documentation from any storage device forming part of a computer in the possession of the Licensee, and deliver to The Laminex Group all other copies of the Software and Documentation in whatever form possessed by the Licensee. The Licensee hereby authorises The Laminex Group to enter, without further notice, onto the Licensee’s premises for the purpose of ensuring compliance with this clause.

10.

General

10.1

Any notice to be given under this Agreement will be made in writing or by facsimile transmission sent to the registered office or principal place of business of the other party or to such other address as may be notified by either party to the other from time to time. Any communication by facsimile transmission will be deemed to be received when transmitted to the correct facsimile transmission address of the recipient and any communication in writing will be deemed to be received when left at the specified address of the recipient or three days following the date of posting.

10.2

The Licensee may not assign or transfer this Agreement or any of its rights or obligations under it to any person (the Transferee) without the prior written consent of The Laminex Group. Such consent is not to be unreasonably withheld, provided:

20-20 Technologies has agreed to transfer the licence granted by the 20-20 Software License Agreement to the Transferee; and
the Transferee has agreed with The Laminex Group to be bound by the terms of this Agreement.

10.3

If any provision of this Agreement is invalid or unenforceable the remaining provisions will continue in full force and effect.

10.4

No waiver of any breach of this Agreement by either party will be effective except by an express waiver in writing signed by the party against whom enforcement of the waiver is sought. A waiver of either party's rights or remedies will not constitute a waiver of any other breach of this Agreement.

10.5

This Agreement embodies the entire understanding of the parties relating to the matters referred to and no amendment to this Agreement will be binding on either party unless confirmed in writing by both parties.

10.6

This Agreement and the performance of it will be governed by the laws of the State of Victoria. The parties agree to submit to the non-exclusive jurisdiction of the courts of Victoria and the federal courts of the Commonwealth of Australia.

The Licensee, as witnessed by its execution hereunder, hereby agrees to the terms and conditions of this Agreement.

Attachment A
20-20 SOFTWARE LICENSE AGREEMENT

Please Read Prior to Installing the Software

This Software product is copyrighted and licensed by 20-20 Technologies Inc. (20-20 Technologies) By installing the Software, you irrevocably agree to be bound by all terms and conditions of the following Software License Agreement and limited warranty.

Upon payment of all associated license and support fees, 20-20 Technologies grants you a non-exclusive, non-transferable license to use the Software and its accompanying documentation, in accordance with the following terms and conditions:

License

1.1

The Software may be installed on a single terminal connected to a single computer and used solely by you, for the purpose of providing services to end users at a specific and agreed computer location for point of sale, face to face transactions only. Accordingly, you hereby irrevocably agree and warrant that: (i) neither your use of the Software, nor the manner in which you intend to use such Software, will directly or indirectly infringe the legal rights of any third party, (ii) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder and (iii) you agree to comply with all applicable laws and regulations.

Intellectual Property

2.1

Except as otherwise set forth herein, all rights, titles and interests in and to all (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software; (vi) 20-20 Design Software Security Device™, and (vii) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with 20-20 Technologies ("20-20 Intellectual Property Rights") are exclusively owned by 20-20 Technologies, and you agree to make no claim of interest in or ownership of any such 20-20 Intellectual Property Rights. You acknowledge that no title to 20-20 Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, other than the rights expressly granted by the present License Agreement. It is clearly agreed and understood that you may not, under any circumstances, create any derivative work of the Software, or any work based upon one or more pre-existing versions of a work provided to you by 20-20 Technologies, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation, reverse engineering or any other form in which such pre-existing works may be recast, transformed or adapted. Unauthorized copying of the Software or the accompanying documentation, or failure to comply with the terms and conditions contained herein will result in automatic termination of the present License Agreement and will make available to 20-20 Technologies all available legal remedies.

Limited Warranty and Disclaimer

3.1

YOU AGREE THAT THE SOFTWARE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “AT YOUR OWN RISK”BASIS, EXCEPT AS OTHERWISE NOTED IN THE PRESENT AGREEMENT. 20-20 TECHNOLOGIES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT 20-20 TECHNOLOGIES DOES NOT MAKE ANY WARRANTY THAT THE SOFTWARE LICENSED HEREUNDER WILL MEET ANY REQUIREMENTS, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES 20-20 TECHNOLOGIES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH SAID SOFTWARE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM 20-20 TECHNOLOGIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Limitation of Liability

4.1

YOU HEREBY IRREVOCABLY AGREE THAT 20-20 TECHNOLOGIES ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND/OR FOR ANY BREACH OF THIS AGREEMENT, IS SOLELY LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE DURING THE TERM OF THE PRESENT AGREEMENT. IN NO EVENT SHALL 20-20 TECHNOLOGIES, ITS LICENSORS AND SUB-CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF 20-20 TECHNOLOGIES HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A COUNTRY, PROVINCE OR STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, 20-20 TECHNOLOGIES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH COUNTRY, PROVINCE OR STATE. 20-20 Technologies, its licensors and sub-contractors disclaim any and all loss or liability resulting from, but not limited to: (i) loss or liability resulting from access delays or access interruptions; (ii) loss or liability resulting from data non-delivery or data mis-delivery; (iii) loss or liability resulting from acts of god or acts beyond 20-20 Technologies control; (iv) loss or liability resulting from the unauthorized use or misuse of any account number, password, security authentication option or loss of any 20-20 Design Software Security Device™; (v) loss or liability resulting from errors, omissions, or misstatements in any and all information provided under this Agreement.

Confidential Information

5.1

You acknowledge that all information concerning the Software is "Confidential and Proprietary Information". You agree that you will not allow the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than your own employees who must have such information for the performance of their duties), unless authorized in writing by 20-20 Technologies. "Confidential and Proprietary Information" is not meant to include any information which, at the time of disclosure, is generally known by the public. Furthermore, you hereby agree not to use any names or trademarks of 20-20 Technologies, whether registered or not, in publicity releases or advertising or in any manner whatsoever without 20-20 Technologies prior written approval.

Indemnity

6.1

You agree to release, indemnify, defend and hold harmless 20-20 Technologies and any of its sub-contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising out of; (i) this Agreement or the breach of your warranties, representations and obligations under this Agreement; (ii) your use of the Software, including without limitation infringement or dilution by you, and (iii) any intellectual property or other proprietary right of any person or entity. 20-20 Technologies shall have the irrevocable right to participate in any defence of a third-party claim related to your use of the Software, with counsel of its choice. The terms of this paragraph shall survive any termination or cancellation of this Agreement.

Assignment

7.1

Your rights under the present License Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at 20-20 Technologies option. Accordingly, you hereby agree not to resell or otherwise transfer, in whole or in part, either the Software or any 20-20 Design Software Security Device™ without 20-20 Technologies prior express written consent.

Export restrictions

8.1

You acknowledge and agree that you shall not import, export, or re-export, directly or indirectly, any products incorporating or using the Software and/or any of 20-20 Technologies Intellectual Property Rights in violation of any laws and regulations of any applicable jurisdiction.

Waiver

9.1

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of 20-20 Technologies. The remedies of 20-20 Technologies under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a 20-20, at any time or from time to time, to require performance of any obligations hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.

10.

General

10.1

This Agreement will be governed and interpreted in accordance with the Laws of Canada and those applicable in the province of Quebec. This Agreement is the entire agreement between the Parties and supersedes any other representations, communications or advertising with respect to the Software and accompanying documentation, with the exception of the Software Sales Order Agreement entered into by the Parties. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If you have any questions, please contact in writing: 20-20 Technologies Inc., 400 Armand- Frappier Blvd., Suite 2020, Laval, Quebec, Canada, H7V 4B4. Telephone (514) 332-4110 / Fax: (514) 334-6043

11.

EDP Insurance

11.1

We strongly urge you to insure your 20-20 Design Software Security Device™. By using the Software, you acknowledge that the cost to replace a lost or stolen device will be the price of an additional 20-20 Software License.

12.

Communication

12.1

By installing the Software, you hereby acknowledge that 20-20 Technologies and/or any of its agents or representatives shall have the right to communicate to you, by fax, e-mail or otherwise, any information regarding 20-20 Technologies products and service offerings, including notifications regarding upcoming events, conferences, shows, registration forms and/or discounts in conformity with 47 U.S.C. § 227(a)(3). This permission may however be revoked at anytime by way of a written notice to that effect sent to 20-20 Technologies.

Attachment B
Software Security Device Responsibility

Currently you have access to one or more 20-20 Technologies software packages supplied by The Laminex Group. The Laminex Group has made a significant investment in this software on your behalf, including the security devices that allow it to run. This security device is either a parallel or USB, which usually attaches to the back of your computer.

The responsibility for these security devices lies with you. If the security device is lost or stolen, The Licensee will be liable for the replacement cost of a new security device.

As such, you should take reasonable precautions to safeguard the security device. We recommend you take the following precautions to protect your security devices:

If you buy new computer equipment, make sure the security device is removed and not discarded with the old computer.
Make sure all your security devices are accounted for if any employee leaves your company.
If you have more than one copy of the Software, it's a good idea to keep track of where each security device is installed and who is responsible for it.
If feasible, keep the security device disconnected and in a different place from the computer when not in use and overnight.
Carry the security devices separately from laptop computers, i.e. not in the same case or connected to the laptop when moving around.
If using a USB security device attach a large key ring with contact details on it.