The following are the terms and conditions upon which Chat Essentials Inc. ("Chat Essentials") will license you (in this document, you will be referred to as "you" or the "Client") to use certain software created by and belonging to Chat Essentials, pursuant to the terms and conditions of this Software License Agreement (the "License").

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

UPON ACCEPTANCE OF YOUR ORDER BY CHAT ESSENTIALS, YOU BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE.

Chat Essentials may require that all orders be confirmed by your signature on the order form. Chat Essentials reserves the right to perform all appropriate verifications before accepting your order.

The package you select in your purchase order will be referred to in this License as the "Licensed Software".

1. LICENSE

Chat Essentials grants to the Client a limited non-exclusive License to install the Licensed Software on a single computer, in one directory only, and to to use the Licensed Software with respect to one set of data only. The data generated by the Licensed Software may be stored or made available on more than one computer or over a network, but this License does not allow the Licensed Software to be run on or be executed by more than one computer or over a network. To allow the Licensed Software to be run on or be executed by more than one computer or over a network, the Client must acquire and dedicate a License for each separate computer or directory which runs or executes the Licensed Software.

Chat Essentials also grants to the Client the right to reproduce the manuals and other documents relating to the installation and use of the Licensed Software (the "Documentation") only as required for the Client's authorized use of the Licensed Software.

This License is conditional upon the Client paying all applicable license fees and respecting the terms hereof.

2. IP DEPENDENT SERIAL NUMBER
For avoiding the distribution of unlicensed copies, Chat Essentials has implemented a new method of generating serial number codes. This way a serial number is generated according to your SERVER IP ADDRESS. Unfortunately this method has some problems such as changing IP address of your server. It's up to you to use this software with this limitation. If you changed your server IP address please send an email to info@ChatEssentials.com and ask for a new serial number. When sending the email, please supply your old IP address, the new IP address, type of  license and Operating System and also your original sales invoice, so we can verify it faster. Also please keep in mind that it takes up to 72 hours for a new key to be generated. Each user can change his/her IP address 4 times a year, after which a $50.00 charge may each time a new serial number is requested, provided the the old installation/serial number will be taken off line.

3. OWNERSHIP AND LIMITS TO USE

The Licensed Software and the Documentation remain at all times the sole and exclusive property of Chat Essentials. In order to protect the rights of Chat Essentials, the Client undertakes to comply with the following:

(a) The Client shall not reproduce the Licensed Software beyond the number of permitted copies, nor shall the Client reproduce, distribute, transmit or provide access to the Licensed Software to or for the benefit of a third party;

(b) The Client shall not sublicense, loan, sell, or otherwise transfer all or part of the Licensed Software or Documentation or any interest therein to or for the benefit of a third party;

(c) The Client shall not remove, alter or obliterate any copyright notices found in the Licensed Software or its source code; and

(d) The Client shall ensure that its personnel, including any consultants, comply with all of the terms and conditions of this License and shall be liable for any breaches thereof.

4. MINIMUM CONFIGURATION

The Client is responsible for ensuring that the computer systems onto which the Licensed Software is installed meet the minimal requirements prescribed from time to time by Chat Essentials. For your protection, a demo copy is available. Please download and test it before purchasing the software.

5. TECHNICAL SUPPORT AND UPGRADES

For a period of one year from the date of the order for the Licensed Software, Chat Essentials will make available to the Client, free of charge, support via the support forums provided by Chat Essentials.

Upgrades are free to Chat Hosting and Room Hosting clients free of charge as long as the service contract is in effect.

Upgrade and Priority Support can be purchased on a yearly term, which includes email support, and phone support and all the upgrades for the product that has been purchased for a period of one year from the date of sale, or successful installation by our support team, if we are to take charge of the installation.

After one year, continuation of both support and upgrades will be contingent upon yearly payment of a fee of 30% of the current price of a License for the Licensed Software (the "Upgrade and Support Fee"). The Upgrade and Support Fee is payable in full prior to the expiration of the then current support period. If you fail to pay the Upgrade and Support Fee, you may still use the Licensed Software as stipulated in this License, but support will be billed at Chat Essentials hourly rate in effect for consulting services, and upgrades will be subject to a new license at the then current price.

Should support be required as a result of the Licensed Software ceasing to function as a result of a modification, adaptation or addition to the Licensed Software made by the Client or on its behalf, Chat Essentials will invoice the Client for all time spent to identify such malfunction and to carry out any remedial work at Chat Essentials hourly rate then in effect for consulting services.

6. LIMITATION OF LIABILITY

THE LICENSED SOFTWARE AND THE DOCUMENTATION ARE PROVIDED TO THE CLIENT AS IS. EXCEPT AS EXPRESSLY STIPULATED HEREIN, CHAT ESSENTIALS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO THE USE, PERFORMANCE OR RESULTS WHICH MAY BE OBTAINED THROUGH THE USE OF THE LICENSED SOFTWARE, AND DOCUMENTATION, INCLUDING WITH RESPECT TO OR TECHNICAL SUPPORT AND UPGRADE. CHAT ESSENTIALS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHAT ESSENTIALS SHALL IN NO EVENT BE LIABLE TO THE CLIENT UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OR ALTERATION OF DATA, INTERRUPTION OF BUSINESS AND/OR LOSS OF EMPLOYEE WORK TIME. IN ANY EVENT, THE TOTAL LIABILITY OF CHAT ESSENTIALS SHALL NOT EXCEED THE AGGREGATE PAYMENTS RECEIVED BY CHAT ESSENTIALS HEREUNDER.

This disclaimer applies without limitation regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of whether such damages are or were foreseeable.

7. INSTALLATION AND USE OF LICENSED SOFTWARE

The Client shall follow the instructions found in the Documentation relating to the proper installation and use of the Licensed Software.

8. IMPROVEMENTS AND MODIFICATIONS TO THE LICENSED SOFTWARE

The Client may modify, adapt and create improvements to the Licensed Software as it deems appropriate solely for its own purposes (the "Improvements"). The Client acknowledges that the exercise of such right does not confer upon it any right of ownership in the Licensed Software or any right to provide, license, assign, sell or lease to third parties such modified, adapted or improved version of the Licensed Software, or the Improvements independently of the Licensed Software. The Client may communicate all or part of the Improvements to Chat Essentials as it deems appropriate, thereby automatically granting to Chat Essentials a perpetual royalty-free license to copy, distribute, communicate to the public, modify and adapt such Improvements, and to sub-license others to use such Improvements, which license will survive the expiration or termination of this License.

Chat Essentials shall be under no obligation to integrate into the Licensed Software any material provided by the Client under this clause.

9. CONFIDENTIALITY

The Client acknowledges that all information relating to the Licensed Software that it has obtained or shall obtain, including the source code of the Licensed Software, are of a confidential nature and are trade secrets exclusively owned by Chat Essentials.

The Client expressly undertakes to use the information relating to the Licensed Software it receives in conformity with this License and to hold such information in confidence without disclosing it to any third party during the term of this License and at all times subsequent to its termination or expiration for whatever reason. The Client shall not use the information relating to the Licensed Software for the benefit of third parties or to provide consulting services to third parties.

10. NON TRANSFERABILITY

Neither this License nor any rights or licenses granted hereunder may be assigned, transferred, delegated, sublicensed or time shared without the prior written consent of Chat Essentials. Any such assignment, transfer, delegation, sublicense or time sharing in breach of this undertaking is void and results in the immediate termination of this License.

11. TERMINATION

Chat Essentials shall have the right to terminate this License immediately without notice in the event that:

a) the Client breaches any of the terms and conditions of this License or refuses or neglects to pay the applicable license fees when they fall due; or

b) the Client files a petition in bankruptcy or for the appointment of a receiver, or if an involuntary petition in bankruptcy is filed against the Client and said petition is not discharged within thirty (30) days, or if the Client becomes insolvent or makes a general assignment for the benefit of its creditors, or if the business or property of the Client comes into the possession of its creditors or of a governmental agency or of a receiver.

The Client undertakes in the event of termination of this License to immediately cease any and all use of the Licensed Software, to deliver up to Chat Essentials the Licensed Software and the Documentation, and to destroy any copies made.

12. ENTIRE LICENSE

All prior proposals, understandings, and/or agreements between the parties that relate to the subject matter of this License are hereby superseded and merged into this License. This License may not be modified or altered except in writing.

13. GOVERNING LAW

This License, its construction, performance, scope, validity and effects are governed and shall be construed in accordance with the laws applicable and in force in the United States.

14. VENUE

The parties agree, for any claim or judicial proceedings for whatever reason relating to this License, to designate and hereby designate the courts of the judicial district of Montreal, Province of Quebec, Canada, as the appropriate venue for the hearing of any such claims or judicial proceedings, to the exclusion of any other courts, judicial district or jurisdiction that may have the right to hear such dispute.

15. LANGUAGE

The parties hereby confirm that they each require that this License and all documents and notices in connection therewith be drawn up in English.

By submitting your order, you acknowledge having read this license and agree to be bound thereby.