CLIENT PORTAL SITE USER AGREEMENT

This legal document is an agreement between you, the User, and Lodestar Technologies Inc. having an office at 205 - 6888 Southpoint Drive, Burnaby, BC Canada V3N 5E3 ("Lodestar"). BY CLICKING THE "ACCEPT" BUTTON BELOW YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTAND, AND ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT WHICH INCLUDES THE TERMS OF CONTENT, LIMITED WARRANTY AND EXCLUSION OF LIABILITY.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW AND DO NOT ACCESS THE LODESTAR CLIENT PORTAL SITE.

This Agreement is between You, the user and Lodestar for Your access to the secure site maintained by Lodestar and known as the Client Portal. The Client Portal is a repository for content owned by You, by Lodestar and by other third parties. All information and Content stored at the Client Portal is kept secure and confidential by password protection and other security measures in accordance with Lodestar's privacy policy.

1. Definitions
1.1 "Content" means collectively Lodestar Content, Your Content and content placed on the Client Portal by third parties.

1.2 "Lodestar Content" includes all content placed by Lodestar on the Client Portal. It may include Lodestar software documentation, business processes, technical papers and other materials that are confidential and proprietary to Lodestar.

1.3 "Your Content" includes all the content You put or place on the Client Portal. It may include documentation concerning third party software, Your business processes, technical papers and other materials that are confidential and proprietary to You.

2. Use of Content
2.1 Lodestar grants to You a limited, nonexclusive and nontransferable license to:

(a) use the Lodestar Content in connection with Your use of Lodestar's proprietary software products in connection with your business.

(b) to transfer, upload and host Your Content on the Lodestar Client Portal site subject to the following terms. You agree that the Content:

i. will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

ii. will not violate any laws, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

iii. will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;

iv. will not be obscene or contain child pornography or, if otherwise harmful to minors;

v. will not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

This license does not grant You any other rights to the Lodestar Content or to third party content except as set forth in this Agreement.

2.2 You may make no use of Content other than as expressly authorized by Lodestar. Prohibited uses of Content include, without limitation:

(a) permitting other individuals to directly or indirectly use Lodestar Content or third party Content;

(b) making copies or creating derivative works based on the Lodestar Content or third party Content, except as copies are necessary for Your use of the Lodestar Software or in connection with Lodestar services;

(c) removing any proprietary notices or labels on the Lodestar Content or third party Content; and,

2.3 You are provided with a user identification number (“User ID”) and a password. It is your obligation and your responsibility to safeguard the confidentiality and monitor any usage or Content provided in connection with the UserID and the password. It is Your own responsibility to safeguard Your User ID, password or follow any routine security safeguards necessary to prevent unauthorized parties from accessing Your Content.

3. No Payment
3.1 There is no charge for access to Content. We reserve the right to alter terms for access to Lodestar Content or access to the Client Portal site at any time upon 30 days prior notice to You. We shall provide notice of such changes either by email or by the login screen for the Client Portal site. You agree that Your use of the Client Portal site after notification of any changes is notice to Lodestar that You have agreed to the terms of the changed Agreement.

4. Term and Termination
4.1 Termination –This Agreement terminates if you are no longer a customer of Lodestar by reason of termination of Your use of the Lodestar Software or termination of any services agreement between You and Lodestar.

5. No Warranty and Limitation of Liability
5.1 NO WARRANTY - THE CLIENT PORTAL SITE, AND ALL CONTENT ARE PROVIDED “AS IS” AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OR ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED BY LAW (in contract or tort) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, DURABILITY FITNESS FOR PURPOSE, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY.

5.2 NO INDIRECT DAMAGES - IN NO EVENT SHALL Lodestar BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (in contract or tort) IN CONNECTION WITH CONTENT INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST DATA, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN IF CAUSED BY Lodestar'S NEGLIGENCE AND EVEN IF Lodestar HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

5.3 LIMITS ON LIABILITY - IF FOR ANY REASON, Lodestar BECOMES LIABLE TO YOU OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (in contract or tort), INCURRED IN CONNECTION WITH THIS AGREEMENT OR CONTENT THEN THE AGGREGATE LIABILITY OF Lodestar FOR ALL DAMAGES, INJURY, AND LIABILITY INCURRED BY YOU AND ALL OTHER PARTIES, SHALL BE LIMITED TO $ 1,000

5.4 General Indemnity - You shall defend or settle any claim made or any suit or proceeding brought (including an action for defamation, libel or slander) against Us insofar as such claim, suit or proceeding directly or indirectly arises out of Your Content or violation of the terms of this Agreement.

6. GENERAL
6.1 Complete Agreement - This Agreement is the complete and exclusive statement of the Agreement between the parties with respect to the subject matter contained herein. Lodestar IS NOT BOUND BY ANY PROVISION OF ANY PURCHASE ORDER, CORRESPONDENCE, OR OTHERWISE UNLESS SPECIFICALLY AGREED TO IN WRITING.

6.2 Governing Law - This Agreement is governed by the laws of the Province of British Columbia, Canada. All disputes arising out of or in connection with this Agreement, shall be referred to and finally resolved by arbitration or mediation under the rules of the British Columbia International Arbitration Centre. The place of arbitration of mediation shall be Vancouver, British Columbia, Canada.

6.3 Non-Waiver - The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.

Some terms of this Agreement are particularly important, so we want to call them to your attention and emphasize that your signature constitutes your particular agreement to these terms: s. 3 (Payment); s 5 (Warranty and Limitation of Liability); and s. 6.1 (Complete Agreement). This Agreement shall be effective on the date that it is accepted by Lodestar, which shall be the date Lodestar grants you access to the Content and the Client Portal.

ACCEPT

DO NOT ACCEPT