PRO FILE CLIENT CARE LTD. (Inc. No. BC0800171)

WHEREAS:

1. Pro File is in the business of granting to travel agencies a licence to use its online web-based application (the “Web Application”);
2. The Licensee is in the business of operating a travel agency and wishes to be granted a licence by Pro File to access and use the Web Application;

            THEREFORE, INTENDING TO BE LEGALLY BOUND, the Licensee and Pro File agree with each other as follows:

1. SUMMARY OF CERTAIN BASIC PROVISIONS
2. Summary:  The following is a summary of certain basic provisions, which are referred to in subsequent provisions of this Agreement:
3. Initial Term Beginning Date:  First date of free trial
4. Special Provisions: 1 month free trial

In the event of any conflict between the contents of this summary and the remaining provisions of this Agreement, the remaining provisions govern.

1. WEB APPLICATION LICENCE
2. Grant:  Subject to the provisions of this Agreement and the Licensee’s compliance with this Agreement, Pro File grants to the Licensee a non-exclusive, non-transferable, revocable licence to access and use, via the Internet, the Web Application on an “as is”, “as available” and “with all faults” basis (the “Licence”).  The Licensee’s right to use the Web Application is derived solely from this Agreement, and all rights not expressly granted to the Licensee are reserved by Pro File.  For greater certainty, the expiry or termination of this Agreement also constitutes the expiry or termination of the Licence. 
   1. CHANGES TO AGREEMENT AND WEB APPLICATION
3. Pro Files’ Right to Make Changes:  Pro File may at its sole discretion add to, remove from or otherwise change the provisions of this Agreement and change the Web Application (including without limitation reducing its features) from time to time upon 14 days’ written notice to the Licensee.  For greater certainty, Pro File will not be obliged to compensate the Licensee or otherwise be liable for any such changes.  The Licensee agrees that:
4. If any change to this Agreement or the Web Application is unacceptable to the Licensee, the Licensee’s sole remedy is to terminate this Agreement in accordance with the provisions of this Agreement;
5. The Licensee is not entitled to access or use the Web Application until the Licensee agrees to the changes; and
6. Accessing or use of the Web Application following any changes to this Agreement or the Web Application constitutes acceptance by the Licensee of, and agreement to abide by, the changes.
7. TERM OF AGREEMENT
8. Term:  One month

1. ACCESS TO AND USE OF WEB APPLICATION
2. Responsibility for Licensee’s Account, Agents and Content:  The Licensee represents and warrants that all acts and things done in connection with the access and use of the Web Application through the Licensee’s account set up with Pro File (the “Licensee’s Account”), including without limitation:
3. All acts and things done by the Licensee or any third party employed or otherwise engaged by the Licensee (an “Agent”); and
4. Uploading and otherwise transmitting of all data (including without limitation all personal information about identifiable individuals), text, images, audio, video, multi-media, documents and other information and materials (collectively, “Content”);

have been done with all necessary consents, licences, rights, powers and authorities.  Otherwise, no Content may be uploaded or otherwise transmitted through the Licensee’s Account.

1. Access to the Web Application:  The Licensee acknowledges that the Licensee’s ability to access the Web Application may require the payment of third-party charges (including without limitation telephone charges, ISP, and air-time charges) and that the Licensee is responsible for paying all such charges.  Pro File is not responsible for any equipment that the Licensee may need to be able to access the Web Application.  Without limiting the generality of the foregoing or any other provision of this Agreement, the Licensee acknowledges and agrees as follows:
2. The Licence is for access and use of the Web Application as it is, and any modifications or upgrades (including without limitation those necessitated by new versions of or other changes to operating systems) will be at the Licensee’s cost;
3. Data base hosting and electronic mail services will be sub-contracted by Pro File to a web-service provider; and
4. Any and all modifications required by the Licensee from time to time the Licensee will request only through Pro File (if the modification is approved, Pro File may sub-contract the work to a programmer of Pro File’s choice) and, without limiting the generality of the foregoing, the Licensee will have no access to, and will not attempt to access, the source code of the Web Application.
5. Log-in:  The Licensee acknowledges and agrees as follows:
6. The Licensee, together with all of Pro File’s other Web Application licensees, will access the Web Application and use the same copy of the Web Application through one common URL, and the Licensee will only be able to update the Licensee’s name and contact information and upload the Licensee’s logo;
7. A unique identifier will be assigned to the Licensee’s Account (the “Identifier”) to distinguish the Licensee’s Account from those of other Web Application licensees (which Identifier will remain solely the property of Pro File);
8. When logging in, an Agent will need to input the log-in name and password assigned to the Agent by the Licensee (the “Log-in Information”), as well as the Identifier;
9. The Licensee will be responsible for maintaining the log-in credentials for each Agent;
10. The Licensee is solely responsible for ensuring that each Agent keeps the Identifier and the Log-in Information strictly confidential, and, for greater certainty:
11. Pro File has no obligation or responsibility regarding any use, distribution, disclosure or management of the Identifier or any Log-in Information; and
12. the Licensee will be responsible and liable for all activity (whether or not authorized) occurring through the Licensee’s Account.
13. Limited Access:  The Licence does not include unlimited access to the Web Application and Pro File may suspend or restrict access to the Web Application at any time without notice for any reasonable reason, including without limitation any of the following:
14. Maintenance or repair of the Web Application;
15. Pro File has received a third-party complaint relating to the use or misuse of the Web Application; or
16. Any amount owing by the Licensee is past due or Pro File at its sole discretion believes that the Licensee is otherwise in breach of any provision of this Agreement.
17. Initial Training and Support:  Pro File will:
18. Provide initial training to the Licensee for a one (1)-day period online; and
19. During the first 30 days of the term of this Agreement, make a diligent effort to answer usage questions via e‑mail (but may or may not provide a solution for any issue raised);

(collectively, the “Initial Training and Support”).

The Initial Training and Support is provided on an “as is” and “with all faults” basis without any representation or warranty whatsoever.

1. Links:  Pro File may provide links to other Web sites or resources as part of the Web Application as a convenience to the Licensee.  Pro File is not responsible for the contents, products or services on any third-party site, and the inclusion of any link does not imply that Pro File endorses the content on such third-party sites.  The Licensee may visit such third-party sites solely at the Licensee’s own risk.
2. CONTENT AND USE RESTRICTIONS
3. Content:  The Licensee may upload Content to the Web Application in connection with the Licensee’s use of the Web Application.  Pro File does not verify, endorse or claim ownership of any Content, and the Licensee retains all right, title and interest in and to the Content.  Pro File has no responsibility or liability for the deletion or accuracy of Content, the failure to store, transmit or receive transmission of Content (whether or not processed by the Web Application), or the security, privacy, storage or transmission of other communications originating with or involving access or use of the Web Application.
4. Licensee’s Promises Regarding Content:  The Licensee represents, warrants and covenants as follows:
5. The Licensee is the owner or authorized user of all Content; and
6. The Licensee will not upload, record, store, publish, post, link to or otherwise transmit Content that:
7. advocates, incites, instructs, assists or otherwise promotes violence or any illegal activities;
8. infringes any copyright, patent, trade-mark, trade secret or other intellectual property rights of Pro File or any third party or any rights of publicity or privacy of any third party;
9. attempts to mislead others about the Licensee’s identity or the origin of a message or other communication, or impersonates or otherwise misrepresents the Licensee’s affiliation with Pro File or any third party or is otherwise materially false, misleading or inaccurate;
10. Pro File deems at its sole discretion to contain, promote or solicit anything inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable;
11. is harmful to minors;
12. contains any virus, Trojan horse, worm or any other malware that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, personal information or property of another; or
13. violates any applicable law (including without limitation any principle of common law or equity) or is otherwise unlawful.
14. Monitoring and Disclosure:  Although Pro File will never be obliged to do so, the Licensee agrees that Pro File may at its sole discretion and without notice monitor or censor use of the Web Application (including without limitation Content sent, received, or accessible through the Web Application or the Internet) and may without notice retain, change, remove and disclose Content and other information regarding the  use of the Web Application through the Licensee’s Account if Pro File at its sole discretion believes that it is reasonable to do so, including without limitation to ensure adherence to, investigate possible breaches of and enforce the provisions of this Agreement, respond to third-party complaints, comply with applicable law, protect itself or others, and assist law enforcement personnel to the fullest extent allowed by applicable law.
15. Use Restrictions:  Without limiting any other provision of this Agreement, the Licensee will not do or permit to be done any of the following in connection with any access or use of the Web Application:
16. Introduce a virus, worm, Trojan Horse or other malware that may damage the operation of a third-party’s computer or property or information;
17. Use the Web Application in any manner that could damage, disable, overburden or impair any Pro File server, or the network(s) connected to any Pro File server, or interfere with any third-party’s use or enjoyment of the Web Application;
18. Use excessive amounts of CPU processing, network bandwith or other resources provided by Pro File (whether or not usage is excessive will be determined by Pro File at its sole discretion);
19. Attempt to gain unauthorized access to any service, materials, other licensee accounts, computer systems or networks connected to any Pro File server or to the Web Application by any means, including without limitation hacking or password mining;
20. Obtain or attempt to obtain any materials or information by any means not intentionally made available through the Web Application;
21. Host, on a subscription basis or otherwise, the Web Application (or another application) to permit a third party to use the Web Application;
22. Sell, lease or rent access to or use of the Web Application or otherwise purport to transfer any rights to use the Web Application under this Agreement (including without limitation on a time share or service bureau basis);
23. Engage in any systematic extraction of data or data fields, including without limitation e‑mail addresses;
24. Disclose, harvest or otherwise collect personal or private information, including without limitation e‑mail addresses, about any third party without such third party’s express consent;
25. Transmit spam or other unsolicited e‑mail or duplicative messages;
26. Upload, record, store, publish, post, link to or otherwise transmit, distribute or process material that Pro File deems at its sole discretion to contain, promote or solicit anything inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable;
27. Defraud, defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others;
28. Upload or otherwise make available files that contain images, photographs, software or other material protected by intellectual property laws, including without limitation copyright or trade-mark laws (or by rights of privacy or publicity) unless the Licensee owns or controls the rights thereto or has received all necessary consent to do so; or
29. Anything that violates any applicable law (including without limitation any principle of common law or equity) or is otherwise unlawful.
30. FEES, CHARGES AND PAYMENTS GENERALLY
31. Set-Up Fee:  Waived for initial one month free trial period
32. Consultation Fee:  Apart from the Initial Training and Support, any other training, support, information or other assistance that the Licensee may require during the term of this Agreement may be purchased from Pro File (on an “as is” and “with all faults” basis without any representation or warranty whatsoever) at an hourly consultation fee on an as-quoted basis, provided that the Licensee will be required to purchase in advance blocks of 10 hours at a time.
33. Spam Clean-Up Fee:  In addition to Pro File’s rights of indemnity and termination and all other rights and remedies, the Licensee will pay to Pro File a clean-up fee (“Clean-up Fee”), the amount of which will be at the sole discretion of Pro File (but will be a minimum of $500 per incident), for cleaning up and otherwise dealing with any spam or other unsolicited e-mail or duplicative messages transmitted by or on behalf of the Licensee or otherwise through the Licensee’s Account. Each Clean-up Fee (which, for greater certainty, may be imposed after and notwithstanding the termination of this Agreement) is due and payable by the Licensee within 14 days after imposed by Pro File.
34. Other Services:  Fees for other services will be charged on an as-quoted basis, at standard hourly rates or as mutually agreed upon.
35. Changes and Additional Fees:  Pro File may at its sole discretion change its fees and charges and introduce new fees and charges from time to time upon 14 days’ written notice to the Licensee, provided that changes in the Hosting Fee will be effective only from the end of the then-current quarterly (three (3) months’) period for which the Licensee has prepaid.
36. Taxes:  All fees, charges and other amounts payable by the Licensee hereunder are exclusive of all applicable taxes, and the Licensee will be responsible for payment of all such taxes.
37. Full Payment:  The Licensee will pay all amounts payable pursuant to this Agreement in lawful currency of Canada as and when due without demand, and without any set-off, abatement or deduction whatsoever, by way of certified cheque, bank draft, pre-authorized debit and direct-deposit system, credit card or otherwise as Pro File may require from time to time.
38. Arrears of Amounts Payable:  If the Licensee at any time fails to pay any amount payable by the Licensee to Pro File under this Agreement as and when due, then, in addition to all other rights and remedies:
39. All arrears of amounts payable by the Licensee to Pro File will bear interest at a rate equal to the lesser of 2% per month (24% per annum) and the maximum rate of interest permitted by law;
40. Pro File will be entitled to suspend the Licensee’s access to the Web Application (without affecting the Licensee’s payment or other obligations under this Agreement);
41. Notwithstanding any designation by the Licensee, Pro File will have sole discretion to apply payments made by the Licensee to any of the Licensee’s past due indebtedness for fees, charges, interest or any other indebtedness whatsoever;
42. Upon payment in full of all fees, charges and other amounts (including without limitation interest) payable by the Licensee hereunder, Pro File may (if it has not already terminated this Agreement and elects not to do so) impose a re-connect fee (the amount of which will be at Pro File’s sole discretion), which the Licensee will pay before the Licensee receives access to the Web Application.

The Licensee acknowledges that nothing in this Agreement constitutes Pro File’s agreement to accept any overdue payments or to extend credit to or otherwise finance the Licensee.

1. Licensee’s Account and Payments:  The Licensee:
2. Will promptly advise Pro File of changes to the Licensee’s contact or billing information;
3. Is responsible for the maintenance and confidentiality of the Identifier and all Log-in Information and is liable for all fees, charges and other amounts incurred (even if unauthorized) through the Licensee’s Account;
4. Accepts all fees, charges and other amounts as valid unless disputed within 60 days by written notice to Pro File; and
5. Agrees that Pro File may apply all amounts owing to Pro File against the Licensee’s credit card when they become due or anytime afterward without notice and without the Licensee’s further consent.
6. INTELLECTUAL PROPERTY
7. Ownership:  The Licensee acknowledges and agrees that Pro File (and, if applicable, its licensors) is and will remain the sole legal and beneficial owner of all right, title and interest in and to all of the following:
8. The Web Application;
9. The software provided in connection with the Web Application; and
10. All trade-marks, trade names, brand names, slogans, designs, logos, symbols, graphics, set-up and other identifying characteristics as Pro File may use from time to time in connection with the Web Application;

(collectively, the “Intellectual Property”).

The Licensee is welcome to submit suggestions on improving any of the Intellectual Property, but in doing so, the Licensee acknowledges and agrees that such suggestions will become the sole property of Pro File, and Pro File has no obligation to compensate the Licensee for any suggestions.  The Licensee waives all moral rights that the Licensee may acquire in any Intellectual Property.

1. Assurances:  The Licensee will at all times hereafter (including without limitation after the expiry or termination of this Agreement), execute and deliver all documents and do all other things that Pro File may determine are necessary or advisable from time to time to protect, preserve and enhance the Intellectual Property and Pro File’s interests in the Intellectual Property.
2. TERMINATION
3. Termination:  This agreement will automatically be terminated at the end of the one month trial period.
4. Effect of Termination:  Upon the expiry or termination of this Agreement for any reason whatsoever, all rights of the Licensee under this Agreement (including without limitation the Licence) will immediately cease, and, for greater certainty and without limiting the generality of the foregoing:
5. The Licensee will immediately pay to Pro File all amounts then owing, and the Licensee will pay as and when due all other amounts (including without limitation Clean-up Fees, indemnities and interest) that may subsequently become owing pursuant to the provisions of this Agreement;
6. The Licensee will immediately cease all access and use of the Web Application and deliver to Pro File all materials used in connection therewith as well as all other materials that may have been loaned to the Licensee by Pro File;
7. Pro File will be entitled to delete all Content and all other files, information and materials whatsoever associated with access or use of the Web Application through the Licensee’s Account; and
8. Unless expressly so stated in this Agreement, all of Pro File’s obligations and liabilities under this Agreement will immediately cease;

provided that, if the Licensee is not then in breach of any of the provisions of this Agreement, then Pro File will, within 30 days after the termination of this Agreement and the Licensee’s access to the Web Application, provide to the Licensee at no extra charge one (1) copy (the format of which will be at Pro File’s sole discretion) of a spreadsheet with the client or customer list most recently uploaded through the Licensee’s Account.

1. Costs:  Without limiting the generality of any other provision of this Agreement, Pro File will be entitled to recover from the Licensee all costs (including without limitation legal costs on a solicitor-and-client basis) incurred in connection with the expiry or termination (including without limitation to effect the termination) of this Agreement for any reason whatsoever.
2. Survival of Licensee’s Obligations and Liabilities:  For greater certainty, all obligations and liabilities of the Licensee that arise before the expiry or termination of this Agreement or that by their nature or intent will or may require all or part of their satisfaction after the expiry or termination of this Agreement will (whether or not specifically so stated in any of the provisions of this Agreement) survive and continue in full force and effect subsequent to and notwithstanding the expiry or termination of this Agreement.
3. PRIVACY
4. Communications from Pro File:  Notwithstanding any communications preferences indicated by the Licensee, Pro File may send to the Licensee service-related e‑mails regarding maintenance events or modifications to the features or functionality or other aspects of the Web Application.
5. Personal Information:  As between Pro File and the Licensee, the Licensee will have sole responsibility for any and all personal information used and uploaded, stored or otherwise transmitted in connection with the Web Application, and Pro File will have no responsibility in connection therewith.  The Licensee will comply with all personal information protection and privacy laws.
6. DISCLAIMER AND LIMITATION OF LIABILITY
7. Disclaimer:  The Licensee agrees that the Web Application and all other services provided in connection with this Agreement are provided on an “as is”, “as available” basis, with all faults, and without representation or warranty of any kind (including without limitation those regarding merchantability, fitness for a particular purpose, accuracy, system integration or compatibility, workmanlike effort, lack of negligence, quiet enjoyment, title or non-infringement) and that access and use (and attempted access and use) of the Web Application are solely at the Licensee’s own risk, and, without limiting the generality of the foregoing:
8. Pro File does not represent or warrant that access to or use of the Web Application will be continuous, secure, reliable, accessible, uninterrupted, error-free or free from viruses or other harmful components or that the Web Application will otherwise meet the Licensee’s needs;
9. The Licensee bears all risks associated with loss or alteration of Content, improper access to Content by third parties, inability to access or use the Web Application or Content or to transmit or receive information, and defects in transmissions through the Web Application (including without limitation delays, loss, deletion or alteration of transmissions relating to transactions effected or attempted through the Web Application); and
10. The Licensee bears all risks associated with the acts or omissions of third parties.
11. Limitation of Liability, Waiver and Release:  Without limiting any other provision of this Agreement, in the event of breaches of this Agreement by Pro File, any acts or omissions of Pro File or its directors, officers, employees, agents or contractors, or any other causes whatsoever:
12. Pro File’s total liability will be limited to the lesser of:
13. the Licensee’s actual damages actually and directly resulting from the breaches, acts or omissions, or other causes whatsoever; or
14. the aggregate of the Hosting Fees paid by the Licensee over the previous 12 months (if any);

and (notwithstanding any statute or other law to the contrary) any and all actions and other claims against Pro File must be filed within one (1) year after such cause of action or other claim arose or be forever barred, and none of Pro File’s directors, officers, employees, agents or contractors have any liability for any reason whatsoever; and

1. Otherwise, the Licensee agrees that Pro File will not (nor, for greater certainty, will any of its directors, officers, employees, agents or contractors) be responsible or liable for any direct, indirect, special, incidental, consequential or punitive damages or any other losses or damages whatsoever (including without limitation losses or damages for loss or alteration of Content, improper access to Content by third parties, inability to access or use the Web Application or Content or to transmit or receive information, defects in transmissions through the Web Application, or loss of business, revenue, profits, use, data, opportunity and property) directly or indirectly arising from or in any way relating to the access or use of, or the inability to access or use, the Web Application in any circumstances whatsoever, even if:
2. Pro File and its directors, officers, employees, agents and contractors have been advised of the possibility of the losses or damages;
3. The losses or damages are caused or contributed to by the negligence or fault of Pro File and any of its directors, officers, employees, agents and contractors; and
4. A remedy set forth herein is found to have failed of its essential purpose.

The limitations on liability in this provision are intended to apply to the warranties and disclaimers above and to all of the other provisions of this Agreement.

1. INDEMNITY
2. Indemnity:  The Licensee agrees to indemnify and save harmless Pro File and each of its directors, officers, employees, agents and contractors from and against any and all claims, demands, proceedings, losses, damages, obligations, liabilities and costs (including without limitation legal costs on a solicitor-and-client basis) directly or indirectly arising from or in any way relating to any of the following:
3. Access to or use of (or inability to access or use) the Web Application by or on behalf of the Licensee or through the Licensee’s Account;
4. Losses or damages suffered or incurred by any third parties (including without limitation clients or customers) having dealings with the Licensee;
5. Efforts to collect amounts owing under this Agreement;
6. Breaches by the Licensee of this Agreement; and
7. Efforts to enforce rights and to seek remedies to which Pro File is or may be entitled hereunder or otherwise at law or in equity.

For greater certainty (and without limiting the survival of any other obligation or liability of the Licensee), this indemnity will survive the expiry or termination of this Agreement.

1. NOTICE
2. Notice:  Any notice required or permitted to be given under this Agreement will be in writing and may be given by e‑mail, delivering, or sending by prepaid registered mail such notice to the applicable address first above written of the party for which such notice is intended (or such other address as either party may specify by notice in writing to the other in accordance with this provision).  The date of receipt of such notice will be deemed to be as follows:
3. If given by e‑mail, the next business day (in the jurisdiction of the party for which such notice is intended) after the date on which the e‑mail transmission of such notice was sent;
4. If delivered, the date on which such notice was delivered;
5. If sent by prepaid registered mail, the third (3^rd) business day (in the jurisdiction of the party for which such notice is intended) after posting, but, if at the time of posting or between the time of posting and such third (3^rd) business day thereafter there is a strike, lockout, act of God or other material disturbance affecting postal service, then such notice will not be deemed to be received until actually delivered.
6. GENERAL
7. Applicable Law and Jurisdiction:  This Agreement is governed by and is to be construed in accordance with the law of British Columbia and the law of Canada applicable in British Columbia, but the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  Each of the parties irrevocably attorns to the exclusive jurisdiction of the courts of British Columbia in, and agrees to Chilliwack as the venue for resolution of, any proceedings under this Agreement.
8. Legal Relationship:  Each of the parties is an independent contractor, and neither party is or will be deemed to be the agent or representative of, or otherwise have any power or authority to bind or act on behalf of, the other party.  Nothing in this Agreement will be construed to create a relationship of partners, joint venturers or fiduciaries between Pro File and the Licensee, their only relationship being that of licensor and licensee.
9. Further Assurances:  Each of the parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary or advisable to give full effect to the provisions and intent of this Agreement.
10. Time:  Time is of the essence of this Agreement.
11. Entire Agreement:  This Agreement replaces all previous agreements, representations and other communications (whether written or oral) between the parties regarding the subject matter of this Agreement, and this Agreement contains the entire agreement between the parties regarding the subject matter of this Agreement.
12. Enforceability:  If any portion of this Agreement is held invalid or unenforceable, that portion will be construed consistent with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining portions will remain in full force and effect.
13. No Waiver:  The failure of either party to insist upon the strict compliance with the provisions of this Agreement, or to insist upon the strict compliance with the provisions of this Agreement, is not a waiver of any of the provisions of this Agreement in respect of any subsequent or continuing breach of this Agreement, nor a waiver of the right to require strict compliance with the provisions of this Agreement.
14. Modifications:  Except as modified by Pro File as set forth in this Agreement, this Agreement may not be modified, and, for greater certainty, no course of conduct of either or between the parties will act to modify this Agreement.
15. Assignment:  The Licensee cannot and will not purport or attempt to assign this Agreement or any of the Licensee’s rights or obligations without the prior written consent of Pro File (which consent may be arbitrarily withheld), and, notwithstanding any such written consent, any such assignment will not release the Licensee from any obligations or liabilities.  Any change in the des jure or de facto control of the Licensee (whether by disposition of any shares or interest therein or by operation of law or otherwise) will be deemed to be an attempt by the Licensee to assign this Agreement.  Pro File may assign this Agreement and any and all of Pro File’s rights and obligations at any time without the consent of the Licensee.  Upon assigning this Agreement, Pro File will automatically be released from all of its obligations.
16. Enurement:  This Agreement will enure to the benefit of and be binding upon the Licensee and the Licensee’s heirs, personal representatives and successors.  This Agreement will enure to the benefit of and be binding upon Pro File and its successors and assigns.
17. Paragraphs and Headings:  The division of this Agreement into paragraphs and the insertion of headings and sub-headings are for convenience of reference only and are not to affect the construction or interpretation of this Agreement.
18. References:  The terms “this Agreement”, “hereof”, “herein”, “hereunder”, “hereby”, “hereto” and other similar terms refer to this Agreement and not to any particular provision or other part of this Agreement.
19. Joint and Several Liability:  If more than one individual or entity constitutes the Licensee, the liability of such individuals and entities under this Agreement is both joint and several.  This Agreement is binding on every signatory hereto despite its non-execution by any other proposed signatory.
20. Legal Advice and Copy Received:  The Licensee acknowledges and agrees that:
21. The Licensee has had full opportunity to review this Agreement and to obtain independent legal advice before signing it, fully understands this Agreement and signs its freely and voluntarily intending to be legally bound by it; and
22. The Licensee has received a copy of this Agreement.

EXECUTED by each of Pro File and the Licensee on the date first above stated.