Public License – SCRIBE™
Version 1.0

PLEASE READ THESE LICENSE TERMS CAREFULLY BEFORE PROCEEDING WITH THE INSTALLATION OF SCRIBE. IF YOU PROCEED WITH THE INSTALLATION, YOU SIGNIFY THAT YOU CONCUR WITH THE TERMS OF THIS LICENSE.

1. Definitions

SCRIBE - is a registered Trademark of STEP FORWARD Software Inc. (“STEPFORWARD”) for a general purpose computer program to receive, store, manipulate and retrieve data and information in accordance to the end users specification (the “Product”), the source code of which is the property of STEP FORWARD Software Inc. Said Trademark is used under license by Gestalt Corporation (“Gestalt”) and any related companies as Registered Users.

CASH - Corporate Administrative Services Host™ (“CASH”) – is the Trade Name of the administrative services division of Mi Group of Companies of which Gestalt Corporation is an integral part, and the legal entity that will accept and process all credit card payments for the Product on behalf of the Licensor.

Agent - means a legal entity representing or authorized to act on behalf of another legal entity.

Configurator - means an individual who has been authorized by the Licensee to utilize a licensed copy of SCRIBE to create a SCRIBE-based application and actually carries out the configuration process.

Configured or Configuration - means the process of creating a SCRIBE-based application.

End-User - means any Legal Entity targeted as a potential user or an actual user of the Product who must be a Licensee in order to deploy the Product.

Executable Code - means computer instructions in any form other than Source Code.

Legal Entity - means and includes, without creating limitations of any kind, an individual or a partnership; an incorporated company, organization, or institution; or a government agency; or any entity recognized under law to be capable of entering into contractual relationships.

License - means this Document and the inherent right to utilize SCRIBE for development or deployment purposes.

Licensee - means any Legal Entity that has obtained a License to utilize the Product for any legal Purpose.

Licensor - means Gestalt Corporation (or its assignee) acting on behalf of its parent company STEP FORWARD Software Inc. which can be reached at wolfgang@gestalt.com.

Purpose - means the utilization of the Product, for example and without creating limitations of any kind, for one of the following, alone or in combination: to learn about SCRIBE’s capabilities; to train oneself in the art and science of application development afforded by SCRIBE; to provide consulting services to any Legal Entity as well as other Licensees; to develop SCRIBE-based applications for a specific market or End-User, with or without compensation; or any other legal purpose that the Configurator deems beneficial.

Product - means a duly licensed copy of SCRIBE in Executable Code, with the accompanying materials, and any designated derivatives and enhancements thereto.

Source Code - means computer instructions in its original human readable form.

SCRIBE-based - means any application created, in whole or in part, with SCRIBE; being a collection of serialized Java objects that can perform a specific task under the SCRIBE runtime environment.

You or Your - usually used in lower case, means the Legal Entity or its Agent(s) exercising rights under, and complying with all of the terms and conditions of this License or a future version of this License issued as provided for under Section 4.1 of this License.

Your Application - means a SCRIBE-based application being configured by you as a Licensee, or your duly authorized agent, or the Licensor, and offered for distribution, with or without compensation, subject to the END-User acquiring a SCRIBE License, directly from the Licensor.

2. License Term

2.1 Effective Date

This License becomes effective and binding on you the moment that you install the Product.

2.2 Expiration Date

The Licensor shall deliver to the Licensee the Product with a pre-programmed expiration date according to the negotiated term, it being understood that the Product will fail once such date is reached. Provided, however, that the Licensor shall have the right to deliver the Product with a pre-programmed interim expiration date and periodically increment it, if the financial obligation entered into by the Licensee in order to obtain the Product, has not been discharged in full when the Product is delivered and installed.

2.3 Premature Termination of License and Rights Granted

This License and the rights granted hereunder will terminate automatically if you fail to comply with the terms contained herein and fail to cure such breach within 30 days of becoming aware of the breach; or, you fail to pay to CASH, according to terms, any financial obligation entered into in order to obtain the License. Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive and any remaining financial obligations shall continue in force, subject to the maximum rate of annual interest that is legally permissible, even though you will be unable to access the Product and any stored data due to the premature termination caused by your non-compliance of the terms and conditions of this License.

2.4 Re-establishing a Terminated License

In the event of a premature termination, the Licensor may, upon the Licensee rectifying the cause of the premature termination to the satisfaction of the Licensor, re-establish the License; provided, however, that such License shall be subject to the licensing terms in effect at that time, even if the Product version has not changed.

3. SCRIBE License

3.1 Using SCRIBE

The Licensor hereby grants you a world-wide, royalty-free, non-exclusive, non-transferable, non-sublicenseable right, subject to any third -party intellectual property claims, to use the Product for any legal Purpose.

3.2 Right to earn Income

You may market Your SCRIBE-based Application as you deem fit and at charges that you alone determine; provided, however, that each End-User must acquire, directly from the Licensor, a SCRIBE License for a sufficient number of users, and pay to the Licensor licensing fees as may be in force from time to time, or which may be negotiated between the End-User and the Licensor.

3.3 Adding your own functionality

You can add your own functionality to SCRIBE in the form of pre-compiled Java classes. Any such class that you create shall remain your own intellectual property.

3.4 Licensor's Property Right

The Licensee acknowledges the Licensor's exclusive and beneficial ownership of all intellectual property rights in and to the Product generally and SCRIBE specifically, and will not attempt or cause anyone else to attempt to reverse-engineer, decompile, disassemble, develop a competing product, rent, distribute, or market the Product.

3.5 No Rights in Trademarks or Copyrights

You acknowledge that STEPFORWARD owns and retains all copyrights and other proprietary rights in the Product and you agree that you will not, at any time, claim any interest in the Product. Furthermore, you undertake not to do anything which may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to or licensed to STEPFORWARD (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of STEPFORWARD’s copyright in the Product).

4. Rights Reserved by Licensor

4.1 Versions of the License

You agree to be bound by the terms of the License version that was in effect with the Product version for which you obtained the License; and this License shall remain in full force and effect for as long as you utilize the corresponding Product version, unless a more current License version applies as contemplated by Section 2.4 of this License.

4.2 Effect of New License Versions

Each Product release, being part of the regular Product enhancement process, contains a copy of the then current License version and Licensee acknowledges to be bound thereby as part of the installation process.

4.3 Miscellaneous

You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Product licensed hereunder shall be of no effect unless authorized and agreed to in writing by the Licensor but not by any third party. The failure of or delay by the Licensor to exercise any of its rights under this License or any other written Agreement or upon breach of this License or any other written Agreement shall not be deemed a waiver of those rights or of the breach.

5. Disclaimers

5.1 No Warranty

THE PRODUCT IS PROVIDED UNDER THIS LICENSE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE PRODUCT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT AND ANY SCRIBE-BASED APPLICATION IS WITH YOU. SHOULD ANY SCRIBE-BASED APPLICATION PROVE DEFECTIVE IN ANY RESPECT, YOU ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL DAMAGES, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A LICENSOR'S REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE LICENSOR ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF DOWNLOADING, OR USE OF THE PRODUCT.

Some jurisdictions do not allow the exclusion of implied warranties, so the warranty language above may not apply to you. In such case, the Licensor’s liabilities shall be limited by the provisions below entitled "Limitation on Liability."

5.2 Limitation on Liability

In no case will the Licensor’s liability exceed the amount of the license fee actually paid by the Licensee to the Licensor. In the event that the Licensor is awarded damages under this clause, the Licensee shall immediately and instantaneously forfeit all rights to use the Product.

5.3 Support

The Product is supported by the Licensor on a negotiated fee basis.

6. Legal Matters

6.1 Jurisdiction

This License shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, without regard to conflicts of law provisions thereof. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

6.2 Enforceability

This License represents the complete agreement concerning the subject matter hereof. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License.

7. No Coercion

If you are unable to agree to the terms of this License in a whole-hearted manner and without reservation, you should not proceed with the installation of the Product or utilize it in whatever setting.

Trademark Notice
STEP FORWARD® and the Triple-Arrow® are Registered Trademarks
and Gestalt™ and SCRIBE™ are Trademarks of
STEP FORWARD Software Inc., Calgary, AB, Canada, T2J 0K5
and used under License by Gestalt Corporation, Calgary, AB, Canada, T2J 0K5 as a Registered User
CASH™ and "Corporate Administrative Services Host™ is a Trademark and Trade Name of
Mi Solutions Research Corporation, Calgary, AB, Canada, T2J 0K5