ONEWORLDSTORE.COM
	LICENSE AND SERVICES AGREEMENT


This LICENSE AND SERVICES AGREEMENT ("Agreement") is made and entered into by and between you 
("Customer" or "you") and OneWorldStore.com, an Alberta corporation 
("OneWorldStore.com" or "Company").


IMPORTANT - READ THIS AGREEMENT AND THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN CAREFULLY BEFORE DOWNLOADING, 
INSTALLING OR USING ANY PART OF THIS PRODUCT, AS APPLICABLE. THIS IS A LEGAL DOCUMENT THAT STATES THE TERMS AND 
CONDITIONS GOVERNING YOUR USE OF THE PRODUCT. ONEWORLDSTORE.COM IS WILLING TO LICENSE THIS PRODUCT TO YOU ONLY IF YOU ACCEPT 
ALL OF THE TERMS OF THIS AGREEMENT. BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT DURING DOWNLOAD AND/OR INSTALLATION 
OF THIS PRODUCT, OR BY USING ANY PART OF THIS PRODUCT, YOU CERTIFY THAT YOU ARE A DULY AUTHORIZED REPRESENTATIVE 
CAPABLE OF LEGALLY BINDING YOUR COMPANY AND YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU 
DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THIS PRODUCT.

In consideration of the representations and promises set forth herein, and other good and valuable consideration, 
the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Product 
------------------------------------------------------------------------


1.1 Software Product. The license (the &quot;License&quot;) granted herein extends to the OneWorldStore&#153; 
software program (the &quot;Software&quot;) licensed by you, including any upgrades, updates, patches, bug fixes 
or other additions to the Software you may receive through membership in a support or maintenance program, and 
the accompanying written documentation provided by OneWorldStore.com, including any new versions thereof (the &quot;Documentation&quot;) 
(the Software and the Documentation collectively constituting the &quot;Product&quot;). Depending on the Product 
licensed, the Product may contain or utilize the following types of software: "Server Software" which 
means the applications that are installed on computer(s) acting as server(s) and that are configured to perform 
tasks requested by the Client Software; "Client Software" which means the applications that allow a computer, 
workstation, personal digital assistant, or other digital electronic device (as applicable) to access the Server Software 
and that are configured to run with a user-interface allowing a user to initiate a task; and "Database Software" 
which means the software used to respond to database requests made by the Product.


1.2 Grant of License. Subject to the terms of this Agreement, OneWorldStore.com hereby grants to you a non-exclusive 
and non-transferable License to install and use the Product. This License shall be perpetual unless you have elected 
to license the Product on a periodic basis as specified in your Invoice (defined below). All rights not expressly 
granted to you herein are hereby reserved by OneWorldStore.com. The specific Product(s) licensed by you shall be set forth on 
an associated invoice or other document associated with the purchase of your License (each, an "Invoice").

1.3 Special Limited Term Evaluation License. If you have been provided with a copy of the Product for evaluation 
purposes, OneWorldStore.com grants to you, subject to the terms of this Agreement (excluding Section 1.2 under which you have no 
rights) a non-exclusive, non-transferable License for evaluation purposes only. This License is for a period of thirty 
(30) calendar days (the "Evaluation Period"), commencing upon the initial installation of the Product, to 
evaluate the Product. At the end of the Evaluation Period, you agree to either: (i) promptly contact OneWorldStore.com to purchase a 
license if the Product is acceptable to you; or (ii) immediately cease any further use of the Product, and return all 
physical copies of the Product to OneWorldStore.com and destroy all other copies of the Product.


1.4 Scope of Use. This is a License to use the Product in executable or interpretive form, as applicable, in 
connection with the operating environments designated by OneWorldStore.com for use with, but not included with, the Product. Your 
Invoice for the Product will specify the number of concurrent users that are authorized under this License. 
Notwithstanding the foregoing, if you have purchased a single-user License, the Product may not be used concurrently on 
more than one (1) computer or processor unless you purchase additional licenses for each additional concurrent use. 
One (1) concurrent user license is allocated to the Server Software associated with the e-commerce functionality of the 
Product unless you have purchased a single user license to use the Product in which case you may use the Client Software 
and the Server Software concurrently.

1.5 Restrictions on Use. This License is subject to the following additional restrictions. You may only: (i) install 
the Database Software on a single database fileserver serving a single computer network; (ii) use the Product by up to 
the number of concurrent users or client instances, as the case may be, for which you have paid the applicable fees or 
are otherwise authorized; and (iii) use the Product for your internal business purposes. In addition, you shall not, nor 
permit any party to: (a) use the Product for the benefit of any third party, including without limitation, in an outsourcing, 
application service provider or timesharing arrangement or in the operation of a service bureau; (b) sell, lease, sublicense, 
distribute, or otherwise transfer the Product to any person, firm, or entity; (c) disable or circumvent any security mechanism 
contained in OneWorldStore.com License and Services Agreement or associated with the Product (for example, a license key); or (d) 
translate, decompile, create or attempt to create, by reverse engineering or otherwise, source code from any object code 
supplied hereunder except and only to the extent authorized by local law. You shall not delete, alter, cover, or distort 
any copyright, trademark, or other proprietary rights notice in the Product, or on or in any web page, template or other 
output of the Product, or any Company-identifying logos, icons or other markings on or in the Product, web page, template 
or other output of the Product, and shall ensure that all such notices and identifying logos, icons or other markings are 
reproduced on all copies of the Product or any web page, template or other output of the Product.

1.6 Express Product Warranty; Disclaimer of Warranty. OneWorldStore.com warrants that, for a period of ninety (90) days following 
the date of receipt of the Product (the &quot;Warranty Period&quot;), the media containing the Product shall be free from 
defects in materials and workmanship under normal use. If a defect in such media appears during the Warranty Period, your 
sole and exclusive remedy and OneWorldStore.com's sole liability under this warranty is the replacement of the defective media. 
You must return the defective media during the Warranty Period to the place of purchase in order to receive a replacement 
copy of the media. OneWorldStore.com does not warrant that the operation of the Product will be uninterrupted or error free, will 
operate in combination with other products not specified by the OneWorldStore.com or that the Product will operate or Function properly 
on your computer(s). You assume the responsibility for the selection of the Product as being adequate and appropriate for your purposes.


1.7 Termination. OneWorldStore.com may immediately terminate this License upon the breach of any provision of this Agreement, 
including failure to pay any License fees when due, provided such breach is not cured within thirty (30) calendar days of 
OneWorldStore.com's notification of such breach. Upon termination, Customer shall immediately cease use of the Product and, at 
the option of OneWorldStore.com, either promptly return to OneWorldStore.com all copies of the Product in Customer's possession or destroy 
all such copies and certify in writing that all such copies have been returned or destroyed.



2. Services 
------------------------------------------------------------------------

2.1 Services Generally. Any services ("Services") you order from OneWorldStore.com shall be subject to the terms of 
this Agreement unless otherwise agreed to in a separate agreement signed by you. This Agreement shall apply to Services ordered 
by you both at the time of and subsequent to Product purchase.


2.2 Maintenance and Support Services. Upon payment of the applicable fee, either to the extent included in the License 
fee or as purchased separately, Licensee shall be entitled to receive the Product maintenance and support services described 
in OneWorldStore.com's then-current "Maintenance and Support Program Policies" which are posted on OneWorldStore.com's website 
(http://www.oneworldstore.com/terms.html) or available upon request. 
These policies shall be incorporated into and shall for all purposes be deemed a part of this Agreement.

2.3 Professional Services. OneWorldStore.com agrees to provide implementation, training, and other professional services for the 
Product licensed by Customer, provided that Customer has paid the applicable fees for such Services. In addition, Customer 
agrees to be subject to the terms contained in OneWorldStore.com's then-current "Professional Services Policy" which is 
posted on OneWorldStore.com's website (http://www.oneworldstore.com/terms.html) 
or available upon request. This policy shall be incorporated into and shall for all purposes be deemed a part of this Agreement. 
OneWorldStore.com agrees to provide implementation, training, and other professional services for the Product licensed by Customer, provided 
that Customer has paid the applicable fees for such Services.


3. Ownership 
------------------------------------------------------------------------

OneWorldStore.com retains full ownership rights to its intellectual property, including, but not limited to the Product, any patents, 
trademarks, trade secrets, copyrights, and all related content, features, designs, discoveries, inventions, scripts, applets, 
procedures, improvements, developments, drawings, notes, documents, information and materials made, conceived, developed, 
generated, or that is otherwise created pursuant to this Agreement with or without the input, advice, suggestion or collaboration 
of Customer ("Company Proprietary Materials"). All such Company Proprietary Materials shall belong exclusively to 
OneWorldStore.com, with OneWorldStore.com having the right to obtain and to hold in its own name, copyrights, patents, registrations or such other 
protection as may be appropriate to the subject matter. Customer agrees to give OneWorldStore.com reasonable assistance required to perfect 
the rights defined in this Section at OneWorldStore.com's expense.


4. Fees and Payments 
------------------------------------------------------------------------

4.1 Payment. In the event Customer has failed to pay OneWorldStore.com any amounts due for thirty (30) days or more, in addition 
to other available remedies, OneWorldStore.com reserves the right to suspend performance of any Services until Customer's account 
is brought current. All amounts owed by Customer to OneWorldStore.com under this Agreement and which are past due shall accrue interest 
at a simple rate of one percent (1%) per month.


4.2 Taxes. Customer shall be liable for, pay and to the extent applicable, reimburse OneWorldStore.com for all federal, provencial and 
local sales, use, value added, excise, duty and any other taxes or similar assessments or charges (other than taxes based on 
OneWorldStore.com's net income) with respect to this Agreement, any License created pursuant to this Agreement, Customer's 
purchase and use of the Services and the sale to Customer of hardware, software or equipment.

5. Disclaimer of Warranties and Limitation of Liability. 
------------------------------------------------------------------------


5.1 Disclaimer Of Warranties. EXCEPT AS PROVIDED HEREIN, THE PRODUCT AND SERVICES ARE PROVIDED TO CUSTOMER ON AN 
&quot;AS IS&quot; BASIS WITHOUT ANY WARRANTY WHATSOEVER. CUSTOMER ASSUMES THE RESPONSIBILITY FOR THE SELECTION OF THE PRODUCT 
AS BEING ADEQUATE AND APPROPRIATE FOR ITS PURPOSES. ONEWORLDSTORE.COM MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING 
OR RELATING TO ANY PRODUCT OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. ONEWORLDSTORE.COM EXPRESSLY DISCLAIMS ANY 
AND ALL IMPLIED WARRANTIES OF TITLE, INFRINGEMENT, MERCHANTABILITY, CUSTOM, TRADE, QUIET ENJOYMENT, OR ACCURACY OF INFORMATION 
CONTENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF 
THE FOREGOING.

5.2 Limitation of Liability. IN NO EVENT WILL ONEWORLDSTORE.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS OR REVENUES, 
LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, DAMAGE TO COMPUTER SYSTEMS, COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL, 
PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF 
CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF ONEWORLDSTORE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN 
ADDITION, ONEWORLDSTORE.COM WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING OF ANY SERVICES. ONEWORLDSTORE.COM'S 
LIABILITY UNDER ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE GREATER OF THE FEES 
PAID BY CUSTOMER TO ONEWORLDSTORE.COM FOR THE PRODUCT OR SERVICES THAT ARE THE SUBJECT OF THE CLAIM OR ONE HUNDRED DOLLARS (US $100.00).


5.3 Timing of Claims. No action arising out of any breach or claimed breach of this Agreement or the transactions 
contemplated by this Agreement may be brought by you more than one (1) year after the cause of action has occurred.

5.4 Effects of Termination. Termination of this Agreement will not affect Sections 3, 4.2, 5, 6, and 7 of this 
Agreement, each of which will survive termination of this Agreement, regardless of the reason for termination.

6. Confidentiality. 

------------------------------------------------------------------------

Each party acknowledges that Confidential Information, as defined below, constitutes valuable trade secrets and each party 
agrees that it shall use the Confidential Information of the other party solely in accordance with the provisions of this 
Agreement and will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without 
the other party's prior written consent. Each party agrees to exercise due care in protecting the other party's 
Confidential Information from unauthorized use and disclosure. However, neither party bears any responsibility for safeguarding 
information that is: (i) publicly available through no fault of the receiving party; (ii) obtained by the other party from third 
parties without restrictions on disclosure; or (iii) required to be disclosed by order of a court or other governmental entity. 
"Confidential Information" means the Product (including object code and source code provided to you as described above), 
this Agreement, the Company Proprietary Materials, and any information that would be considered Confidential Information as 
provided in Section 7.2 whether in tangible or intangible form, and whether or not stored, compiled or memorized physically, 
electronically, graphically, photographically or in writing.

7. General 

------------------------------------------------------------------------

7.1 Governing Law and Venue. This Agreement will be construed and controlled by the laws of the Provence of Alberta (Canada) 
without reference to its conflict of law principles. This Agreement will not be governed by the United Nations Convention on 
Contracts for the International Sale of Goods, the application of which is expressly excluded.

7.2 Dispute Resolution. At the written request of either party, each party will appoint a knowledgeable, responsible 
representative to meet via telephone or in person and negotiate in good faith to resolve any controversy or claim between 
the parties. The parties agree that these negotiations will be conducted by non-lawyer, business representatives. Discussions 
and correspondence among the party representatives shall be treated as Confidential Information developed and exchanged for 
the purpose of settlement and shall not be admissible in any proceeding without the concurrence of each party. If the foregoing 
negotiations do not resolve the controversy or claim within thirty (30) days of the initial written request, then either party 
may then initiate binding arbitration proceedings before a single, independent arbitrator under the auspices of the 
Quebec National and International Commercial Arbitration Centre (QNICAC)
Commercial Arbitration Rules, which arbitration shall be the sole and exclusive 
method of determining unresolved controversies or claims between the parties. Venue for any arbitration hearings conducted 
shall be in Alberta by an arbitrator selected by the QNICAC who is familiar with the computer software industry. 
The arbitrator shall have no power or authority to add to or detract from the agreements of the parties, or to award punitive, 
consequential, special indirect or incidental damages. The decision of the arbitrator shall be binding and conclusive on all 
parties involved, and judgment upon the arbitrator's decision may be entered in any court having competent jurisdiction. Neither 
party nor the arbitrator may disclose the existence or results of any arbitration hereunder.


7.4 Promotion. Customer agrees that OneWorldStore.com may refer to Customer and use its logo in connection with its marketing, sales, 
and other external communications.

7.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or 
unenforceable, the remaining provisions will remain in full force and effect.

7.6 No Waiver. No waiver of any breach of any provision of the Agreement will constitute a waiver of any prior, concurrent or 
subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an 
authorized representative of the waiving party.


7.7 Force Majeure. Neither party shall be liable for any delay or failure due to force majeure and other causes beyond its 
reasonable control. This provision shall not apply to any of Customer's payment obligations.

7.8 Section Headings. The section headings used in this Agreement are intended for convenience only and will not be deemed to 
supersede or modify any provisions.


7.9 Language. This Agreement has been drafted and executed in the English language, which the parties agree shall control the 
construction of this Agreement in all respects.

7.10 Notices. Any notices under this Agreement will be sent by certified or registered mail, return receipt requested, or by 
nationally recognized overnight express courier, to the other party's principal place of business and shall be sent to the 
attention of President Such notices will be effective upon proof of delivery.

7.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter 
hereof and will merge all prior and contemporaneous communications, both oral and in written form. This Agreement will not be modified 
except by a written agreement signed on behalf of Customer and OneWorldStore.com by their respective duly authorized representatives.



OneWorldStore.com
887 Somerset Drive S.W.
Calgary, Alberta
T2Y 3P5 Canada