Before you can proceed with a Pathport Protocol License application, you must read and agree to the following:

PATHPORT® PROTOCOL LICENCE

 IMPORTANT—READ CAREFULLY: This License Agreement is a legal agreement between you (either an individual or a single entity) and Pathway Connectivity ("Pathway"). By installing, copying, downloading, accessing or otherwise using the Pathport Protocol documentation, you agree to be bound by the terms of this licence. THIS PATHPORT PROTOCOL LICENSE AGREEMENT is offered to developers and manufacturers (“the Licensee”) by Pathway Connectivity Inc., of 1439 17th Avenue SE, Suite 103, Calgary, Alberta, Canada ("the Company");

WHEREAS the Licensee desires to incorporate communications interfaces between products and the Company’s products to meet the needs of the marketplace, such products being the Licensee’s products, and the Company’s Pathport® line of DMX Nodes ("Company Product"), as same may be modified or improved from time to time by the Company;

WHEREAS in order to make same compatible, the Licensee requires the Pathport Protocol (the "Protocol") specifications from the Company;THIS AGREEMENT WITNESSES that in consideration of the mutual promises and covenants set forth in this Agreement, the parties agree as follows:

1.                  The Company hereby grants to the Licensee and the Licensee hereby accepts for the term of this agreement, a non-transferable and non-exclusive licence to use the Protocol solely in connection with designing, manufacturing, marketing and installing the Protocol into equipment and software as is necessary to make the Licensee’s Products compatible with the Company Product.  The Company authorizes the Licensee to sublicense the Protocol and/or the Specifications to any of its affiliates.The Licensee is not granted the right to modify or sublicense the Specifications or use same in any way not specifically contemplated by this Agreement.

2.            The Company agrees to provide the Licensee with electronic copies of the Pathport logos (upon request) so that they may be used in promotional literature for products using the Interface.  The Licensee agrees to only use the Pathport logos and trademarks in materials approved by the Company.  Such approval shall not be unreasonably withheld.

3.            The Licensee is specifically prohibited from implementing the Protocol in products that:

(a)               Convert DMX512 to the Protocol;

(b)               Convert the Protocol to DMX512;

unless prior written consent is obtained from the Company for each specific product. Such consent shall not be unreasonably withheld.

4.

(a)               This Agreement and the licences granted herein shall remain in force in perpetuity and for a minimum period of ninety-nine (99) years ("Term") from the date hereof, subject to the terms of paragraph (b) hereof.

(b)         The Company may terminate this Licence immediately upon notice if any of the following occur:

(i)          The Developer breaches any of the non-disclosure terms of this Agreement.

(ii)          The Developer breaches Paragraph 3 of this Agreement.

5.        The Developer shall not assign this Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld.

6.            WHEREAS the parties have engaged or will engage in discussions and/or the exchange of documents respecting lighting control or data distribution equipment and accessories, or components thereof and other electronic equipment, or components thereof and in the course of same, have or may disclose to the other party certain Confidential Information.  The parties have agreed to execute this agreement to define and protect their rights in respect of such Confidential Information.  In consideration of the promises and mutual covenants set forth hereafter, the parties covenant and agree as follows:

7.                  Definition: "Confidential Information" shall mean all properly identified information (including any and all financial information), drawings, schematics, samples, devices, demonstrations, knowhow, showhow, and other materials, whether subject to or protected by copyright, patent, trademark, registered or unregistered, or other intellectual property protection; and communicated (whether in writing or orally) before or after the date of this agreement by one party to the other party.  To be treated as "Confidential Information”, all such information must be clearly identified as "proprietary" or "confidential" by the disclosing party.  If Confidential Information is disclosed orally, it shall be reduced to writing or other tangible form within 30 days after disclosure and delivered to the receiving party and clearly identified as proprietary or confidential.

8.                 The parties agree that:

(a)               the standard of care for protecting Confidential Information imposed on the party receiving such information, will be that degree of care the receiving party uses to prevent disclosure, publication or dissemination of its own confidential information, but no less than a reasonable degree of care, and the receiving party agrees not to use the Confidential Information for purposes other than intended by this Agreement;

(b)               neither party shall divulge, reproduce,  publish (or authorize or permit anyone else to do so), any of the Confidential Information communicated to it by the other party except to those of its employees, its affiliates’ employees and professional advisors  as may require access to the Confidential Information on a strict need - to - know basis for furthering the business relationship between the parties and as are bound by appropriate confidentiality agreements; and

(c)               neither party shall use the Confidential Information communicated to it to reproduce, redesign,  reverse engineer or remanufacture any of the products of the party communicating the Confidential Information.

9.                  Except as specifically set forth herein, nothing in this agreement shall confer any interest in, any license, to, or any rights respecting the Confidential Information communicated to it by the other party or respecting any of the products of the party communicating the Confidential Information.  No obligations are expressed or implied by this agreement other than as set forth herein.  The receiving party has no right whatsoever to use any Confidential Information except for the express purpose of creating Pathport compatible products.  No license, copyright or other interest is granted directly or indirectly as a result of any disclosures made hereunder.

10.              Upon either party providing the other party with thirty (30) days written notice then each party shall return to the other party all materials and devices comprising each other's Confidential Information, including any photocopies of same.

11.              The obligations of each party respecting the Confidential Information of the disclosing party shall not apply to any Confidential Information which:

(a)               is at the time of disclosure, or thereafter becomes, a part of the public domain through no act or error by the receiving party;

(b)               was in the lawful possession of the receiving party before disclosure by the disclosing party, as shown by evidence; or

(c)               is hereafter received by the receiving party from a third party who is under no restriction of disclosure to third parties;

(d)               is developed independently by the receiving party through no use of the Confidential Information;

(e)               as regards that particular disclosure only, as is required to be released under court order or government regulation, provided the disclosing party is promptly given a copy of such order and the receiving party cooperates with the disclosing party if the disclosing party elects to dispute such requirement for disclosure.

12.              The parties agree that breach by one party of its obligations of confidentiality toward the other party under this Agreement shall cause irreparable harm to that other party, for which money damages would be an inadequate remedy.  Accordingly, the aggrieved party shall be entitled to seek injunctive relief for such breach, and the breaching party hereby agrees to the seeking of such relief by the aggrieved party.

13.              Neither party may assign or transfer any of its rights or obligations under this agreement without the consent of the other party.

14.              The obligations set forth in this agreement shall survive any termination or expiration of the Pathport Protocol License Agreement.

15.    This Agreement shall be governed by and construed in accordance with the laws of Alberta, Canada.

16.    The failure of either party to insist on the strict performance of any term of this Agreement shall not be construed as a waiver of future performance of that or any other term.

17.       THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE FUNCTIONALITY, QUALITY, MERCHANTABILITY OR FITNESS FOR PURPOSE OF THE SPECIFICATIONS OR THE PROTOCOL.  THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR EXPENSE INCURRED BY THE LICENSEE OR ANY THIRD PARTY ARISING DIRECTLY OR INDIRECTLY FROM THE LICENSEE’S USE OF THE SPECIFICATIONS LICENSED UNDER THIS AGREEMENT OR THE LICENSEE’S USE OF THE COMPANY PRODUCT.  IN NO EVENT SHALL THE COMPANY BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES DUE TO ANY CAUSE.    

By clicking "NEXT", below, you indicate that you agree to these terms and wish to apply for a Pathport Protocol License.

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