Software Licencing Agreement

This legal document is an Agreement between you, the end user (the “User”), and C-FER Technologies (1999) Inc. (“C-FER”). UPON THE EARLIER OF: THE USER SIGNING THE QUOTE; ISSUING A PURCHASE ORDER OR OTHER SIMILAR INSTRUMENT FOR PAYMENT PURPOSES; OR BY CLICKING THE APPLICABLE BUTTON TO COMPLETE THE INSTALLATION PROCESS AND/OR OPENING OR RUNNING THE PC-PUMP APPLICATION EXECUTABLE FILE, THE USER IS AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  UNDER NO CIRCUMSTANCES WILL THE TERMS OF THE AGREEMENT BE AMENDED, MODIFIED, SUPPLEMENTED, ALTERED, SUPERSEDED OR REPLACED BY ANY NON-C-FER PURCHASE ORDER OR OTHER SIMILAR INSTRUMENT DELIVERED BY THE USER TO C-FER. IT IS ACKNOWLEDGED AND AGREED THAT, AS A CONVENIENCE TO THE USER AND ONLY FOR THE USER’S INTERNAL ACCOUNTING PROCEDURES, THE USER MAY DELIVER TO C-FER A PURCHASE ORDER OR OTHER SIMILAR DOCUMENT FOR SUBSCRIPTION TO THE LICENCE SUBSCRIPTION PERIOD AND THAT NO ACTION BY C-FER, INCLUDING C-FER’S DELIVERY OF ANY LICENCED MATERIAL OR ACCEPTANCE OF PAYMENT, SHALL BE DEEMED TO BE ACCEPTANCE OF ANY OF THE TERMS OR CONDITIONS CONTAINED IN SUCH USER PURCHASE ORDER OR OTHER SIMILAR INSTRUMENT AND SUCH TERMS AND CONDITIONS SHALL BE VOID AND OF NO FORCE OR EFFECT, UNLESS ACCEPTED BY C-FER PURSUANT TO A WRITTEN INSTRUMENT SIGNED BY BOTH THE USER AND C-FER. If the terms and conditions of this Agreement are unacceptable, the User shall click the appropriate button to cancel the installation process, not install or use the Software and return the Software with all accompanying materials and containers to C-FER within 30 days of receipt of the Software and the User will be entitled to a refund of the Licence Subscription Fees paid, if applicable.

DEFINITIONS:

“Administration Fees” means the amount payable to C-FER by the User as consideration for administration requirements exceeding C-FER’s standard subscription process. When applicable, Administration Fees will be included in the Quote or otherwise provided in writing by C-FER to the User.

“Anti-Bribery, Anti-Corruption and Sanctions Laws” means all of the Applicable Laws related to anti-bribery, anti-corruption, anti-money laundering, and sanctions laws that apply to the User or this Agreement at any time during the Licence Subscription Period, as they may be revised, superseded or replaced from time to time, including but not limited to the:

1. Corruption of Foreign Public Officials Act;
2. Special Economic Measures Act;

• Criminal Code of Canada sections relating to bribery, corruption, financing of terrorism, the property of terrorist groups, and money laundering, and Including the Regulations Establishing a List of Entities;

1. United Nations Act Including its sanctions and anti-terrorism regulations;
2. Proceeds of Crime (Money Laundering) and Terrorist Financing Act;
3. Freezing Assets of Corrupt Foreign Officials Act; and

• the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law).

For clarity, all references to statutes include any regulations, orders, directives and designations thereunder.

“Applicable Laws” means all of the international, federal, provincial, municipal and regional laws that apply to the User or this Agreement at any time during the Licence Subscription Period and any extensions or renewals thereof, as they may be revised, superseded or replaced from time to time, including but not limited to any and all: legislation; treaties; statutes; regulations; codes; licences; permits; governmental, regulatory and administrative agency orders, directives and designations; and common law judgments and orders; and Including all applicable Anti-Bribery, Anti-Corruption and Sanctions Laws and Export Control Laws. For clarity, if the User is not a Canadian entity or is not domiciled in Canada, and is thereby subject to the laws of a foreign jurisdiction, the Applicable Laws for such User include all of the laws in effect in such foreign jurisdiction that apply to the User or this Agreement at any time during the Licence Subscription Period.

“Bug” means any reported, documented, and reproducible error, defect, or problem with the Software, as reproduced by C-FER using its own equipment, with the Users’ assistance upon C-FER’s request.

“C-FER Softlock” means a software device located on a C-FER network server with one or more Network Seats used in conjunction with the Software as a copy protection measure.

“C-FER Softlock Service” means a connection to a C-FER Softlock.

“Demo Version” means a version of the Software issued to the User by C-FER with a limited number of calculation runs and period of use, for the purposes of evaluation only.

“Export Control Laws” means all of the export and import control laws and all of the laws governing Controlled Goods or national security that are applicable to the User or this Agreement, as they may be revised, superseded or replaced from time to time, including:

1. the Export and Import Permits Act (EIPA) including the Export Control List (ECL), the Import Control List, the Area Control List, the Brokering Control List, and the Automatic Firearms Country Control List;
2. the Nuclear Safety and Control Act (NSCA) including the Nuclear Non-proliferation Import and Export Control Regulations (NNIECR); and

• the Defence Production Act, Including the Controlled Goods List.

The term “Controlled Goods” in this definition means the items that are controlled goods as identified in the Schedule to the Defence Production Act and governed by the Controlled Goods Regulations. For clarity, references to statutes include any regulations, orders, directives and designations thereunder;

“HASP” means either a Time-Based Stand-alone HASP or a Time-Based Network HASP, as defined herein.

“Help File” means the electronic documentation contained within the Software that describes the specifications of the Software including its general use, functions, capabilities, and operation.

“Licence Subscription Fees” means the amount payable to C-FER by the User as consideration for the right to use one or more copies of the Software during the Licence Subscription Period. The Licence Subscription Fees may be amended by C-FER from time to time not more than once per Licence Subscription Period.

“Licence Subscription Period” means the period during which the User is authorized to use the Software, as confirmed by the Quote issued by C-FER. Unless otherwise provided in the Quote, the Licence Subscription Period is twelve (12) consecutive months. The Licence Subscription Period shall begin upon: C-FER’s receipt of User’s purchase order or other similar instrument; the User’s signature on the Quote, when required, or such other effective date as agreed by C-FER and the User in writing.

“Local Softlock” means a software device located on a computer used in conjunction with the Software as a copy protection measure.

“Network Seat” means a single licence provided to the User through a Time-Based Network HASP, Network Softlock, or C-FER Softlock.

“Network Softlock” means a software device located on a network server with one or more Network Seats used in conjunction with the Software as a copy protection measure.

“Network Softlock Service” means a connection to a Network Softlock.

“Quote” means the document provided by C-FER to the User detailing the Licence Subscription Fees and Licence Subscription Period.

“Regular Support Hours” means the hours between 8 a.m. and 5 p.m. (Mountain Standard Time or Mountain Daylight Time, as applicable) on the regular business days of C-FER. Regular business days shall include any calendar date other than a Saturday, a Sunday, any statutory holiday in Edmonton, Alberta, or December 25th to January 1st, inclusive.

“Software” means the computer software known as PC-PUMP.

“Software Delivery Date” means the date the Software installer and HASP (if applicable) is delivered to the User, as recorded by C-FER.

“Supporting Materials” means all items accompanying the Software, including but not limited to any items on a digital storage medium, physical copies, any HASP, any Software installation guides, and this Agreement.

“Time-Based Network HASP” means a hardware device attached to a network server with one or more Network Seats used in conjunction with the Software as a copy protection measure.

“Time-Based Stand-Alone HASP” means a hardware device attached to a computer used in conjunction with the Software as a copy protection measure.

“Upgrades” means any Bug fixes, technical features, capabilities, or enhancements included in a new version of the Software.

“User” means collectively: any individual who clicks the applicable button to complete the installation process, any individual who opens or runs the PC-PUMP application executable file, the company which purchased PC-PUMP from C-FER and the company which owns or possesses the PC-PUMP licence(s).

“Vendor Databases” means databases contained within the Software describing specifications of standard and vendor specific equipment used to design, construct, and operate progressing cavity pumping systems as used in the production of downhole fluids common to the oil and gas industry.

1.0  Licence

C-FER grants to the User a time limited, revocable, non‑exclusive, non‑transferable, non-sublicensable right to install and use the Software for the duration of the Licence Subscription Period and any extensions or renewals thereof subject to the terms and conditions set forth in this Agreement (the “Licence”).

2.0  Payment

C-FER will issue an invoice for the full amount of the Licence Subscription Fees, and Administration Fees (if applicable) for initial activation, or where the User is renewing, upon the User’s confirmation to renew.  For added clarity and the avoidance of doubt, the User is required to pay the Licence Subscription Fees and any Administration Fees in full and such fees are net of any local deduction of services taxes or withholding taxes, set off, levies, taxes, tariffs, withholdings and the like.

Unless otherwise agreed to by C-FER, the User will pay the Licence Subscription Fees and any Administration Fees within thirty (30) days from the date of the invoice from C-FER. For any late payment, C-FER may charge the User interest in an amount equal to 18% per annum with interest on overdue interest at the same amount. Failure of the User to pay an invoice for Licence Subscription Fees and any Administration Fees issued by C-FER to the User by the due date of such invoice will result in the suspension of access to the Software. C-FER may terminate this Agreement if the User fails to pay the Licence Subscription Fees and any Administration Fees within thirty (30) days of the due date of such invoice.

3.0  Ownership

C-FER retains all property, rights, title, and interest in and to the Software and any Upgrades, including, without limitation, all trademarks, trade names, copyrights, patents and other intellectual property rights and no transfer of rights to the User is effected or implied by virtue of this limited licence.  The User shall not modify, adapt, reverse engineer, decompile, disassemble, or convert the Software into human readable form or direct a third party to do the same.

4.0  General Use of Software

The User shall use the enclosed Software on only one computer at any given time for each Licence during the Licence Subscription Period.  Use on a computer is deemed to occur when the Software (or a part of it) is loaded in temporary memory (i.e. RAM) and communicates with a Time-Based Stand-Alone HASP attached to the same computer, with a Local Softlock located on the same computer, with a Time-Based Network HASP or Network Softlock over an internal network, or with a C-FER Softlock over the internet.  Use of the Software shall at all times be in compliance with Applicable Laws, as further set out in Section 17.0.

5.0  Software Copying

The User shall not copy, distribute or reproduce the Software or Supporting Materials.

6.0  Restricted Use of Software

The User shall not rent, lend, lease, or transfer the Software to any third party without C-FER’s consent, which consent will not be unreasonably withheld.  The User shall not use the Demo Version in any instructional manner where the instructor is being compensated for their knowledge of the Software.

7.0  Local Softlock Service

A functional internet connection is required to access the Local Softlock Service and Software.

The availability of the Local Softlock is subject to the availability of the User’s IT policies, C-FER’s own network and the Softlock Service, which may experience periodic scheduled and unscheduled outages and which error free operation is not guaranteed due to the nature of the internet. C-FER will act in the best interests of itself and the User to correct any problems associated with the availability of the Local Softlock Service, but does not agree to provide a prescribed availability of the Local Softlock Service.

8.0  C-FER Softlock Service

A functional internet connection is required to access the C-FER Softlock Service and Software.

The availability of the C-FER Softlock is subject to the availability of the User’s IT policies, C-FER’s own network and the C-FER Softlock Service, which may experience periodic scheduled and unscheduled outages and which error free operation is not guaranteed due to the nature of the internet. C-FER will act in the best interests of itself and the User to correct any problems associated with the availability of the C-FER Softlock Service, but does not agree to provide a prescribed availability of the C-FER Softlock Service.

9.0  Network Softlock Service

A functional internet connection is required for the Network Softlock Service to be functional and the Network Softlock Service is not guaranteed for Users accessing the internet through a proxy server.

The availability of the Network Softlock is subject to the availability of C-FER’s own network and the Network Softlock Service, which may experience periodic scheduled and unscheduled outages and which error free operation is not guaranteed due to the nature of the internet.  C-FER will act in the best interest of itself and the User to correct any problems associated with the availability of the Network Softlock Service, but does not agree to provide a prescribed availability of the Network Softlock Service.

10.0  Maintenance and Software Support

C-FER shall provide the following maintenance and software support services to the User at no cost for the duration of the Licence Subscription Period, or as otherwise provided in writing by C-FER at the commencement of the Licence Subscription Period:

(a)   Software Support.

C-FER shall provide to the User the following software support:

(i)    Reasonable telephone and/or email support during Regular Support Hours and advice relating to the use of the Software, its installation and potential software or hardware technical problems resulting from perceived incompatibilities between the Software and specific User software or hardware configurations; and

(ii)   Prompt investigation and reply to the User in response to any user detected Bug.

The software support described in this Section 10.0(a) is not to be used for educational or software training purposes and shall specifically exclude engineering consulting services.

(b)   Maintenance.

C-FER shall use reasonable efforts to correct Bugs in the Software when such Bugs are reported to C-FER.  All reports of suspected Bugs shall be communicated to C‑FER by telephone or e-mail and shall provide sufficient details to diagnose or reproduce such Bugs, including a description of the circumstances in which the suspected Bug occurred.  Under no circumstances does C‑FER represent or warrant that all Bugs can or will be corrected.

C-FER shall provide User with any Bug fixes, if such Bug is correctable, if and when they are developed by C-FER and made generally available‑ to other licensees of the Software.

(c)   Upgrades.

C-FER shall make available to the User any releases of new versions of the Software that include optional technical features, capabilities, or enhancements that extend beyond those specifications described in the Help File.  C-FER shall provide email notification to the User of any Upgrades, and the User may download the Upgrade from the Software website.  Upgrades shall include a Software Licence Agreement which shall replace and supersede the Software Licence Agreement for the previous version of the Software.

(d)   Vendor Database Updates.

C-FER shall use reasonable efforts to ensure that the Vendor Databases are kept current‑.

In order to obtain maintenance and software support from C-FER, as described in this Section 10.0, the User may from time to time send to C-FER certain information about the User’s application (the “Confidential Information”), such as a User’s saved PC-PUMP data file and/or other application information including, but not limited to, production rates, well depths, and fluid properties.  Any Confidential Information disclosed by the User to C-FER shall be treated as confidential and such Confidential Information shall not be disclosed to any other person, firm or corporation without the express prior written consent of the User. C-FER shall be permitted to disclose the Confidential Information to its employees, officers and directors who have a need to know of the information. The obligations of C-FER respecting Confidentiality Information will survive for a period of five (5) years from the date of the first disclosure. The obligations of confidentiality contained in this Section 10.0 shall not apply to Confidential Information: (a) which is in the public domain at the time of C-FER’s receipt thereof; (b) which, after receipt thereof by C-FER, becomes a part of the public domain through no act or omission of C-FER; (c) which, at the time communicated by the User, was already lawfully in C-FER’s possession; (d) which, subsequent to the time communicated by the User as Confidential Information, was communicated to C-FER’s by a third party free of any obligation of confidentiality to the User; (e) which is independently developed by C-FER without access to or use of any Confidential Information; or (f) which is required to be disclosed pursuant to any level of government having jurisdiction to make lawful demand hereunder, or required to be disclosed pursuant to the Access to Information Act (Alberta) (“ATIA”) , or any other Applicable Law.

Maintenance and software support, as described in this section does not apply to Users of Demo Versions of the Software.

11.0  Vendor Databases

C-FER  gives no warranty and makes no representation that:

(a)   any equipment vendor will continue to participate by providing data and specifications relating to their products to C-FER;

(b)   any data or specifications relating to any vendors not yet incorporated within the Software will be added to the Vendor Database; or

(c)   any information contained within the Vendor Database, whether provided by a vendor or obtained by C-FER from public domain sources and, as it existed at the Software Delivery Date, or as it may be revised or updated by C‑FER from time to time, is accurate or reliable.

12.0  Virus Protection

C-FER warrants that the Software and any Bug fixes shall be free of any viruses as detected by antivirus software used by C-FER in its sole discretion from time to time as of the Software Delivery Date.  Other than the aforementioned warranty, C-FER does not warrant that the Software and any Bug fixes shall be totally virus-free.

13.0  Limited Warranty and Disclaimer

(a)   C-FER warrants that it has full power and authority to grant the rights granted herein‑ without the consent of any other person.

(b)   C-FER warrants that the Software will perform the functions and operate in the manner described in the Help File for the duration of the Licence Subscription Period.

(c)   THE WARRANTIES CONTAINED IN SUBSECTIONS (a) AND (b) HEREOF ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OR MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM THE COURSE OF DEALING OR USAGE OF TRADE WHICH IMPLIED AND STATUTORY WARRANTIES ARE EXPRESSLY DISCLAIMED.  C-FER DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL MEET ANY OR ALL OF THE CUSTOMER’S PARTICULAR REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE ERRORFREE OR UNINTERRUPTED AND THAT ALL PROGRAMMING ERRORS IN THE SOFTWARE CAN BE FOUND IN ORDER TO BE CORRECTED.

14.0  Infringement Indemnity

(a)   C-FER shall indemnify and hold User harmless from any and all claims, damages, actions and costs (including legal costs on a solicitor-client basis) brought against the User by a third party to the extent caused by the actual or alleged infringement or conflicts with any rights of such third party related to the Software delivered by C-FER to User in accordance with the terms of this Agreement.  C-FER will pay all costs and damages awarded by a court of competent jurisdiction as a result of any such third-party claims; provided that User promptly (i) notifies C-FER in writing of such claim; (ii) gives C-FER complete authority for the defence of any claim of infringement; and (iii) gives assistance and full cooperation for the defence of any such claim.

(b)   The foregoing indemnity will not apply to the extent any claim is based upon or arising from (i) use of the Software in a manner for which it was not intended or a use not expressly contemplated by this agreement; or (ii) use of the Software when use of a subsequent software release made commercially available would have avoided any such infringement; or (iii) User’s continued use of the Software subsequent to receipt of notice of any claimed infringement.

(c)   If the Software in C-FER’s opinion, is likely to or does become the subject of a claim for infringement, C-FER, at its option, shall either modify it to become non-infringing, or C-FER may terminate this Agreement.  If C-FER elects to terminate this Agreement in accordance with the foregoing sentence and termination occurs, C-FER will pay User an amount equivalent to the Licence Subscription Fees pro-rated for the number of months remaining in the current Licence Subscription Period. THE FOREGOING STATES THE ENTIRE LIABILITY OF C-FER WITH RESPECT TO CLAIMS FOR INFRINGEMENT.

15.0  User Remedies

C-FER’s entire liability to the User, and the User’s exclusive remedy, shall be, at C-FER’s sole discretion, either: (a) repair or replacement of the Software, Help File, HASP, C-FER Softlock , Local Softlock or Network Softlock that does not meet C-FER’s Limited Warranty (Section 13.0); or (b) termination of this Agreement and refund to the User of Licence Fees paid by the User when a Bug prohibits the User from using the Software during the Limited Warranty period (Section 13.0) or during any period when, through an active Licence Subscription Period, the User is entitled to maintenance and software support services (Section 10.0).  If C-FER elects to terminate this Agreement in accordance with the foregoing sentence, C-FER will pay User an amount equivalent to the Licence Subscription Fees pro-rated for the number of months remaining in the current Licence Subscription Period. The Limited Warranty (Section 13.0) is void if failure of the Software or Supporting Materials has resulted from accident, abuse or misapplication by the User, and any remedy corresponding to such failures will be subject to costs as established by C-FER.  Any replacement of the Software, HASP, C-FER Softlock, Local Softlock or Network Softlock will be warranted for the remainder of the Licence Subscription Period or thirty (30) days, whichever is longer.  Under no circumstances shall C-FER be liable for a breach of the Limited Warranty set out in Section 13.0 if the User attempts to alter or modify the Software in any way, without first obtaining express written approval from C-FER.  Users reporting a lost or stolen HASP to C‑FER shall receive a replacement HASP subject to a replacement fee.

16.0  Liability

Except for the warranties provided in Section 13.0, the entire risk as to the results and performance of the Software is assumed by the User.  The User agrees to hold C-FER harmless from any loss, damage or claim resulting from its use of the Software in violation of this Agreement.  Except for claims relating to third party intellectual property infringement (Section 14.0), C-FER’s entire liability under any provision of this Agreement shall be limited to the amount of the Licence Subscription Fees for the Software paid to C-FER‑ by the User in the then-current Licence Subscription Period.

Neither party shall be liable to the other party for any consequential, incidental or indirect losses or damages, including, without limitation, loss of revenue, loss of income or loss of anticipated profits, which result from or are in anyway attributable to this Agreement howsoever caused and on any theory of liability including negligence.

17.0  Compliance with Laws

The User represents and warrants that, with respect to its use of the Software and its obligations under this Agreement:

(a)   it is aware of and will comply with all Applicable Laws, including all applicable Anti-Bribery, Anti-Corruption and Sanctions Laws and Export Control Laws;

(b)   it will not use the Software or Supporting Materials, or any outcomes arising from the Software, for the benefit or advantage (directly or indirectly) of any person, firm, industry, or governmental entity with whom dealings are prohibited by any applicable Anti-Bribery, Anti-Corruption and Sanctions Laws or Export Control Laws; and

(c)   it is not presently aware of any request from any person, firm, industry, or governmental entity to utilize the Software or Supporting Materials, or the anticipated outcome of the Software in a manner prohibited by any applicable Anti-Bribery, Anti-Corruption and Sanctions Laws or Export Control Laws, and it shall immediately advise C-FER should such request materialize, both during and after the Licence Subscription Period at which time C-FER may decline such request in its sole and unfettered discretion.

The User shall maintain adequate record keeping practices and internal controls to ensure compliance with this Section 17.0, including the ability to demonstrate compliance through proper record keeping, and for this purpose C-FER shall have the right to confirm compliance by audit, both during Licence Subscription Period and for five (5) years thereafter;

The User will indemnify, defend, and hold harmless C-FER, its affiliates and/or successors, and their employees, agents, and officers against and from any and all claims, losses, damages, costs (including legal costs on a solicitor and his own client full indemnity basis), expenses, penalties, fines and sanctions caused or contributed to by the User’s actual or alleged breach of this Section 17.0.

This Section 17.0 will survive termination of this Agreement.

18.0  Term and Termination

This Agreement is in effect from the time the Software is installed until the Licence Subscription Period expires, subject to earlier termination in accordance with the provisions contained herein.  Except as set out below, at the end of the then current Licence Subscription Period, this Agreement will automatically renew on the same terms and conditions, as updated from time-to-time at C-FER’s discretion, for Licence Subscription Fees as agreed to between the User and C-FER, for a further Licence Subscription Period and will continue to automatically renew at the end of each subsequent Licence Subscription Period unless notice not to renew is provided in the manner set out below. The Licence Subscription Period will not renew, and this Agreement will terminate, if C-FER or the User gives prior notice of its intent not to renew. The User shall be deemed to have provided notice not to renew if the User does not communicate to C-FER its intent to renew or issue a Purchase Order to C-FER prior to the expiration of the then current Licence Subscription Period. C-FER shall be deemed to have provided notice not to renew if C-FER does not provide a renewal quotation for the Licence Subscription Period prior to the expiration of the then-current Licence Subscription Period.

Unless otherwise provided for herein, in the event the Agreement is terminated prior to the end of the Licence Subscription Period, no refund will be due to the User for any portion of the prepaid Licence Subscription Fees.

C-FER may immediately terminate this Agreement and any Licence Subscription Period upon any of the following: (i) the User materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of notice of such breach from C-FER, provided that C-FER may terminate this Agreement and any Licence Subscription Period for any material breach by the User that is not capable of being cured. This Agreement may also be terminated by C-FER pursuant to Section 2.0; Section 14.0(c) or Section 15.0

The User may terminate this Agreement and any Licence Subscription Period upon any of the following: (i) C-FER materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of notice of such breach from the User; or (ii) C-FER ceases to do business for any reason, in which event C-FER will refund to the User a pro-rata portion of the amounts paid for such Licence Subscription Period.

The User can terminate this Agreement at any time without reason or cause by providing notice to C-FER.

Upon expiry, or termination of this Agreement, the User shall: (a) destroy all copies of the Software; (b) destroy all subsequent copies of the Software held on separate digital storage media for backup or archival purposes; and (c) purge all copies held on the hard drive of computers controlled by the User.  Within thirty (30) days following the expiry or termination of this Agreement and the subsequent destruction and removal of the Software by the User, the User shall provide C-FER with a notice certifying that to the best of the User’s knowledge, all copies of the Software held by the User have been destroyed.  In the event that C-FER or the User terminates this Agreement, the User shall, within three (3) working days of receiving C-FER’s termination notice, destroy all Supporting Materials.

19.0  Controlling Law

This Agreement shall be constructed, interpreted and governed by the laws in force in the Province of Alberta, Canada.  The parties hereby submit to the exclusive jurisdiction of the Courts of Alberta.

20.0  Notices

All notices required or permitted hereunder shall be in writing and shall be sent by registered mail, certified mail, e-mail or transmitted by facsimile as follows:

C-FER:

PC-PUMP Technical Support Group

USER:  registered contact will be the address provided by User on the official Quote or to such other physical address, e-mail address or facsimile number as either party may designate by written notice delivered to the other party hereto.

Any notice sent by e-mail or facsimile shall be deemed to be received on the next business day, provided no incomplete or bounce-back error transmissions are received by the sending party, and any notice sent by registered or certified mail shall be deemed to have been received on the fifth (5th) normal delivery day following posting.

The PC-PUMP Home Page (http://www.pc-pump.com) may provide access to PC-PUMP Software Licence Agreement, general information, technical bulletins, frequently asked questions, Bugs, Bug fixes, and Upgrade notices.

PC-PUMP^® Software Copyright © 2025, by C-FER Technologies (1999) Inc.  All rights reserved.

PC-PUMP^® is a Registered Trademark of C-FER Technologies (1999) Inc.