SOFTWARE LICENCE AGREEMENT

CAREFULLY READ THE FOLLOWING LICENCE AGREEMENT! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS.

Please contact us at info@umapped.com for any queries.
“You” or “Your” means the Customer who is being licensed to use the Licensor software.
“We”, “Our” and “Us” means Umapped Inc.

NOW, THE PARTIES HEREBY AGREE AS FOLLOWS: 1 DEFINITIONS

1.1 Definitions. Capitalized terms in this Agreement will have the following meanings:

“Agreement” means this Software Licence Agreement between us and you;

“Licensed Software” means the “Trip Publisher” application available on the web at www.umapped.com or for download though various mobile application stores such as Apple iTune Store or Google Play Store;

2 SOFTWARE LICENCE, RIGHTS & RESTRICTIONS

2.1 Software License and Rights. In consideration of the mutual covenants, and subject to the provisions contained in this Agreement, We hereby grant to You a revocable, non-exclusive license to use the Licensed Software solely for the purposes set forth in this Agreement.

2.2 Restrictions. You will use the Licensed Software only for purposes set forth herein, and, further, You expressly agree that You DO NOT have rights to:

2.2.1 own title, or transfer title to the Licensed Software to another party;

2.2.2 distribute, or sublicense or otherwise provide copies or any rights in relation to the Licensed Software to any third party;

2.2.3 pledge, hypothecate, alienate or otherwise encumber the Licensed Software to any third party; or

2.2.4 modify , enhance, reverse-engineer , decompile, disassemble or create substantially derived forms of the Licensed Software.

2.3 Enforcement of Restrictions. We will have the right to inspect and enforce the restrictions and covenants contained in this Agreement, and You hereby agree to promptly notify Us of any known violations of such restrictions.

2.4 Our Obligations. Upon execution of this Agreement, We will:

2.4.1 permit You (or any of your authorized users) to have secure access through the web to the features of the Licensed Software exclusively designed for use by enterprises carrying on business in the travel industry and which are designed to allow such enterprises to input travel itinerary-related data in the software for dissemination to, and use by, end-users;

2.4.2 provide You with hosting services regarding the data You will have provided and input into the Licensed Software; and

2.4.3 email to each of Your designated customers, or permit each of Your designated customers to have access via the Licensed Software either through the web or through a mobile application to, any itinerary-related data You will have provided and input into the Licensed Software to be viewed and used by each such customer.

2.5 Fee. Fees and any other charges for use of the Licensed Software are based on your selected plan. You understand that your Free Trial Period (as defined herein) will be valid for a specified period as confirmed by support@umapped.com. Beyond such period, all fees and other charges outlined in your Plan will apply. Please note that they may change from time to time. If We change them, We will provide you with a thirty (30) day prior notice. If they do change, Your continued use of the Licensed Software after the change indicates Your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the chance occurs. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction, and to the extent necessary, You shall indemnify Us and our affiliates from and against collecting and remitting to the appropriate taxing authorities all sales, use and other taxes that are due and payable in connection with Your use and the use by Your customers of the Licensed Software.

2.6 System Availability. The System will be unavailable for regularly scheduled System upgrades. We will provide you with a notice one (1) week prior to the scheduled changes. Scheduled changes will take place during the following preferred time windows:

Monday - Friday: Midnight - 2 AM EST
Saturday – Sunday: 6AM - NOON EST

Please note that if emergency system maintenance is required, You may be notified less than one (1) week in advance and the changes might be performed outside of the above maintenance windows.

2.7 System Requirements. The Licensed Software can run on any computer with an Internet connection and supports the following browsers with HTML5 capabilities:

- Google Chrome (most recent stable version)

- Mozilla Firefox (most recent stable version)

- Apple Safari Version 6.x on MacOS X

Please note that Microsoft Internet Explorer 8 and Higher might not support all the functionality of the application. For all browsers, You must enable JavaScript, cookies, and SSL 3.0.

3 COPYRIGHT AND MARKS

3.1 Copyright. The Licensed Software, including any documentation, media and illustrations, is copyrighted and constitutes Our valuable property. You agree that all manifestations of the Licensed Software will display Our copyright notice. The Licensed Software is protected under Canadian copyright laws and international treaty provisions. You will have a right to copy the materials, provided copyright notices and acknowledgement of trademarks are included, pursuant to the covenants herein. You will include the following notice on any printed, electronic, online or packaged version of the Licensed Software, in any form whatsoever:

3.2 Trademarks. Certain logos, product names and trademarks owned by Us may be contained within the electronic manifestations of the Licensed Software. You will have no right to use such marks.

4 TITLE

4.1 Title. You acknowledge that the Licensed Software belongs exclusively to Us. Unencumbered title to the Licensed Software will, at all times, remain with Us. You agree to take reasonable steps to protect the Licensed Software from unauthorized use, reproduction, distribution or publication in electronic or physical form.

5 CONTENT

5.1 Content. All copyright and trademarks of Content found within the Licensed Software remains the sole property of the Content Providers. In addition, We do not warrant, guarantee or make any representation in terms of quality or accuracy of such Content.

6 WARRANTY AND INDEMNITY

6.1 Warranty. We warrant that We are the owner of the Licensed Software, and have the right and authority to grant the license to the Licensed Software. We do not warrant, guarantee, accept any conditions or make any representation that the Licensed Software will meet Your requirements or that the use of the Licensed Software by You or by the end-users will be uninterrupted or error-free. No other verbal or written information provided by Us will create a warranty or in any way increase Our liability, and You will not rely on such information.

6.2 Indemnity. We warrant that the Licensed Software does not infringe on any current subsisting and enforceable Canadian patent or Canadian copyright and that to the best of Our knowledge, does not infringe on any current subsisting and enforceable patent or copyright of any other country, and We will and hereby do agree to indemnify and hold You harmless in respect of any losses, costs, damages or expenses (including reasonable attorney’s fees and court costs) arising out of any claim, demand or action alleging that the Licensed Software violates or infringes the Canadian copyright, patent or other intellectual property right of any third party , providing that Y ou provide Us with reasonable cooperation in preparing a defense against any such claim.

6.3 DISCLAIMER. EXCEPT, AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO WARRANTIES FOR SERVICES. WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES, OR ACCEPT ANY CONDITIONS EXCEPT THOSE EXPRESSLY STATED IN SECTIONS 5.1 AND 5.2 ABOVE. WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THEREFORE, PLEASE MAKE SURE THAT ALL VERBAL PROMISES AND COMMITMENTS MADE DURING YOUR DISCUSSIONS WITH UMAPPED HAVE BEEN INCLUDED EXPLICITLY IN THIS AGREEMENT. SOME PROVINCES OR STATES DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS. THEREFORE, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

7 LIMITATION OF LIABILITY AND REMEDIES

7.1 LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU (EXCEPT IN RELATION TO LIABILITY FOR PERSONAL INJURY), WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOST OR ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION, THE COST OF RECOVERING SUCH LOST INFORMATION, THE COST OF SUBSTITUTE INTELLECTUAL PROPERTY OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE THE LICENSED SOFTWARE REGARDLESS OF WHETHER YOU HAVE ADVISED US OR WE HAVE ADVISED YOU OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY IN RESPECT OF ANY AND ALL CLAIMS WILL BE LIMITED TO ONE HUNDRED ($100.00) DOLLARS. AS A RESULT, YOU SHOULD CAREFULLY CONSIDER WHAT CLIENT RELATIONS “FALLOUT” YOU MIGHT INCURR IF THE LICENSED SOFTWARE DOES NOT WORK AS PROMISED. THE FOREGOING LIMIT A TIONS APPL Y REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM).

8 SUCCESSORS AND ASSIGNS

8.1 Successors and Assigns. You may not assign Your rights and duties under this Agreement to any party at any time. This Agreement will ensure to the benefit of and will be binding on Us and our respective successors and permitted assigns. In the event of corporate merger, amalgamation, divestiture or asset sale, We will have the right to transfer and assign Our rights and obligations hereunder to any third party (the “Assignee”), upon written notice to You, provided that We cause the Assignee to agree in writing to all the terms contained in this Agreement.

9 SUPPORT SERVICES

9.1 We will use reasonable efforts to provide ongoing support and remedies to identified errors and defects. Except as expressly provided in this Agreement or in Schedule A, We shall have however have no other obligations to provide additional services to You.

10 CONFIDENTIALITY

10.1 Confidentiality. Each of the parties hereby acknowledge that the existence of this Agreement, the terms and conditions hereof, the transactions contemplated hereby and other information exchanged, including without limitation, customer, technical and financial information that any such party shall have received or will receive in connection with this Agreement (including any information that You, any of Your authorized users or any of Your designated customers will have provided and input into the Licensed Software), is considered private and confidential (collectively, the “Confidential Information”). Each party shall use reasonable diligence and in no event less than the degree of care which it uses in respect to its own confidential and proprietary information of like nature, to prevent the unauthorized disclosure, reproduction or distribution of such Confidential Information to any other individual, corporation or entity. Such Confidential Information will exclude:

10.1.1 information that is already in the public domain;

10.1.2 information already known to the receiving party, as of the date of the disclosure, unless the receiving party agreed to keep such information in confidence at the time of its original receipt;

10.1.3 information hereafter obtained by the receiving party, from a source not otherwise under an obligation of confidentiality with the disclosing party;

10.1.4 information that the receiving party is obligated to produce under order of a court of competent jurisdiction, provided that the receiving party promptly notifies the disclosing party of such an event so that the disclosing party may seek an appropriate protective order.

10.2 Except as otherwise explicitly disclosed in this Agreement, We will use the Confidential Information only for the purposes identified in this Agreement or that we have identified to You. This means that we cannot use such Confidential Information for any other purposes without Your consent, except as required by law. We have implemented and continue to implement rigorous safeguards to ensure that all Confidential Information remains strictly confidential, except if shared or made public by the end-user in accordance with the sharing features integrated as part of the Licensed Software, and be protected against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.

10.3 You may request that any Confidential Information that You input into the Licensed Software be removed or deleted by transmitting a notice to that effect to Us. In the event of such a request, we will inform you of the consequences of such withdrawal, including the possibility that we may not be able to provide certain information or services to certain of Your designated customers or that we may not be able to comply with our obligations pursuant to Section 2.4. We shall not be held liable for any failure to provide services or to allow one of Your designated customers to access his or her itinerary if such failure results from the deletion of information that You requested to be deleted pursuant to this Section 10.2.

10.4 We operate as an independent business unit within Flight Centre Travel Group. Client data will only be used to deliver and support the service. Licensed Software and service. We do not share client data to any Flight Centre Travel Group businesses. This client data includes company, user, customer and itinerary data.

11 TERM

11.1 Term. Subject to Section 11.2 and Section 11.3 and subject to Schedule A hereto, the term of this Agreement will commence on the date of Your agreement to these terms and shall continue for an indefinite period of time.

11.2 Inactive Accounts. If Your account is inactive for at least two (2) months, we may deactivate Your account. Deactivated accounts are not deleted; they are placed in storage and can be restored. We will provide You with a fifteen day notice by email if We decide to deactivate Your account. If You know in advance that Your account will be inactive at some time and do not want Us to deactivate it, let Us know in advance. If after Your account has been deactivated it stays inactive and We do not hear from You within one (1) month of such deactivation, We may terminate it at any time and without notice. You may also elect to terminate Your account at your own discretion by providing Us with a fifteen (days) prior written notice.

11.3 Payment Default. If at any time, Your are delinquent in the payment of any fee or charge payable hereunder, We will notify You in writing of such breach and, in such case, You shall have thirty (30) days from such notice to cure the breach. If You fail to cure such breach within such thirty (30)-day period, then We shall be entitled to automatically terminate your account until such fees or charges are paid in full. Late payments hereunder will accrue interest beginning as of the due date at a rate of eight percent (8%) per annum.

11.4 Terminated Accounts. Upon termination of an account, We shall have no longer any obligation towards You, except as expressly set forth in this Agreement, including without limitation any obligation to allow access to end-user customers or to notify of any maintenance. We may also retain an archival copy of the data You will have provided and input into the Licensed Software after termination, and You hereby grant Us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for Our internal business purposes. Such data shall not be used by Us nor any of our subscribers, clients, heirs, successors or assigns for any economic advantage.

11.5 Survival. The provisions of Sections 3, 4,5.3, 7, 10 and 11.4 shall survive termination of this Agreement or deactivation or termination of Your account.

12 GENERAL

12.1 Entire Agreement. This Agreement constitutes the entire agreement of the parties, and no amendment to the terms of this Agreement will be effective unless in writing and signed by both parties hereto.

12.2 Force Majeure. Notwithstanding anything herein to the contrary, We shall not be liable for any delay or failure in performance caused by circumstances beyond Our reasonable control.

12.3 Severability. The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.

12.4 Notices. Except as expressly provided herein, all notices and communications required or permitted under this Agreement will be in writing and will be sent by registered or certified mail, postage prepaid, return receipt requested, facsimile transmission (the “Fax”), or electronic mail, to Us or You at the respective addresses we provide to each other or to such other address as We or You may from time to time specify by notice to the other given as provided in this paragraph. In Our case, Our address is:

Umapped Inc.
Umapped Legal
700-800 Howe Street Vancouver B.C. V6Z 0C8
Email: legal@flightcentre.ca

A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

12.5 JURISDICTION. THE PARTIES HEREBY IRREVOCABLY ATTORN TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF ONTARIO. DISTRICT OF TORONTO WITH RESPECT TO ANY DISPUTE ARISING HEREUNDER. Each party hereby irrevocably waives (and irrevocably agrees not to raise) any objection which it may now or hereafter have on the ground of venue or forum non conveniens or any similar grounds. Judgment in any such proceedings in such court shall be conclusive and binding upon the party and may be enforced with courts of any other jurisdiction. Nothing in this section shall constitute a waiver by any person of any right to (a) appeal any order or judgment which may be made or given in any proceedings, (b) seek any stay or reconsideration or review of any order or judgment made or given in any proceedings, or (c) seek any stay of execution or levy pending the final resolution of any such appeal, reconsideration or review.

12.6 GOVERNING LAW. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE PROVINCE OF ONTARIO AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF THE PROVINCE OF ONTARIO AND THE APPLICABLE LAWS OF CANADA. We and You expressly exclude the United National Convention on Contracts for the International Sale of Goods and An Act respecting the United Nations Convention on Contracts for the International Sale of Goods (Québec), as amended, replaced or reenacted from time to time.

12.7 Revisions to this Agreement. We may at any time revise the terms of this Agreement by updating these terms and by providing notice to You of that change.