WinPCSIGN End User License Agreement

Version December 23, 2025

This End User License Agreement ("EULA") is between you or the WinPCSIGN approved entity on whose behalf you accept this EULA ("you" or "your") and Signmax Enterprises ("WinPCSIGN," "our" or "we") and applies to your access and use of the version of the WinPCSIGN software made available to you ("WinPCSIGN Software"), the unique serial number license key(s) we or our authorized reseller(s) provide to you in connection with such version (each a "WinPCSIGN Key") and our documentation or user manuals covering the use of the WinPCSIGN Software and WinPCSIGN Key(s), (the "Documentation"). We provide an end user license agreement with each version of our WinPCSIGN Software that we make available. Such end user license agreement covers that version only. If you download or otherwise access multiple versions of our WinPCSIGN Software, you may be presented with multiple end user license agreements. You must agree to each end user license agreement to use that version of the WinPCSIGN Software and associated WinPCSIGN Key and Documentation. This EULA covers the version of the WinPCSIGN Software which is downloadable or otherwise made available with this EULA (including if delivered via an email or other link to you) and associated WinPCSIGN Key and Documentation (for this EULA, the "WinPCSIGN Software Materials").

WINPCSIGN IS WILLING TO LICENSE THE WINPCSIGN SOFTWARE MATERIALS TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS EULA. YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE WINPCSIGN SOFTWARE MATERIALS OR OTHERWISE ACCEPTING THIS EULA. IF YOU ACCEPT THIS EULA ON BEHALF OF ANOTHER PERSON, COMPANY, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT (A) YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THIS EULA, (B) YOU HAVE PROVIDED TO WINPCSIGN THE NAME OF SUCH PERSON, COMPANY, OR LEGAL ENTITY THAT WILL BE USING THE WINPCSIGN SOFTWARE MATERIALS, AND (C) UPON RECEIPT OF SUCH NAME, WINPCSIGN HAS NOT DENIED YOU ACCESS TO THE WINPCSIGN SOFTWARE MATERIALS. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE WINPCSIGN SOFTWARE MATERIALS AND TO ENTER INTO THIS EULA. IF YOU DO NOT AGREE TO THIS EULA, YOU SHOULD CEASE ACCESSING OR USING THE WINPCSIGN SOFTWARE MATERIALS, AND, WHERE APPLICABLE, CLICK THE "I DO NOT AGREE" BUTTON BELOW.

This EULA incorporates by reference: (a) our Privacy Policy which can be found at [Your Privacy Policy URL] (the "Privacy Policy"), which provides details about our privacy practices and information about our processing of personal information. You acknowledge you have reviewed the Privacy Policy and consent to the processing of your personal information as described in it. If there is a conflict between the main body of this EULA and the Privacy Policy with respect to use and disclosure of your personal information, the terms of the Privacy Policy control; and (b) all terms in other uniform resource locators (URLs) herein, as such terms are modified by us from time to time.

We may change this EULA, the Privacy Policy or other terms in URLs at any time. By continuing to access or use the WinPCSIGN Software Materials you agree to be bound by the most recent version of such terms. If we materially change any such terms, we will let you know by placing a notice within the tool or through other reasonable methods.

The disclaimers, exclusions, and limitations of liability under this EULA will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of this EULA may not apply to you.

1. License

The WinPCSIGN Software Materials are licensed not sold to you.

1.1. Permitted Use

We offer design-only licenses and commercial licenses. Each type of license has different use rights. You are permitted to use the WinPCSIGN Software Materials under the applicable license you purchase only as follows (each a "Permitted Use"):

(a) with any of the compatible computer systems, vinyl cutters, sign-making equipment, and CNC devices listed in the following link, which may be broken out by tier: [Your Compatible Devices URL] (each a "Device");

(b) if you purchase a WinPCSIGN Key for a design-only license or a commercial license, you may create signage, graphics, and design projects which designs may only be implemented on Device(s) under a commercial license;

(c) if you purchase a WinPCSIGN Key for a commercial license, you may implement signage, graphics, and design projects through use of the WinPCSIGN Software with sign-making, vinyl cutting, and CNC Device(s); and

(d) in compliance with the Documentation, this EULA, and all applicable laws and standards of care.

A design-only license does not permit you to implement signage, graphics, and design projects through use of the WinPCSIGN Software with Device(s).

1.2. Permitted Users

You are permitted to allow access to and use of the WinPCSIGN Software Materials under the applicable license you purchase only as follows (each a "Permitted User"):

(a) if the WinPCSIGN Software Materials are being used in a household setting, by you or any members of your immediate household (e.g. your spouse, partner);

(b) if the WinPCSIGN Software Materials are being used in an educational institution, by you or your students, or any other professionals in such educational institution; or

(c) if the WinPCSIGN Software Materials are being used in a sign shop, print shop, or other business, by any individuals employed, or under contract, at the business.

Your access to and use of the WinPCSIGN Software Materials in connection with the uses in subsections (b) and (c) are subject to you providing the name of the company or legal entity with which you are affiliated. You are responsible for all access to and use of the WinPCSIGN Software Materials, including ensuring that all Permitted Users that access or use the WinPCSIGN Software Materials understand and comply with this EULA.

1.3. Types of Licenses

You may purchase (including for no fee) a trial license to the WinPCSIGN Software or purchase (for a fee) a WinPCSIGN Key for a regular license to the WinPCSIGN Software, with either license being design-only or commercial. Trial licenses are provided on an AS IS basis for thirty (30) days from when you download the WinPCSIGN Software. A trial license does not require a WinPCSIGN Key. To convert to a regular license from a trial license you must purchase a WinPCSIGN Key, and, when you do so and implement such WinPCSIGN Key, your license will automatically convert to the applicable license under Section 1.5. At the end of the trial period, if you have not purchased a WinPCSIGN Key to convert to a regular license and implemented it, your license to the WinPCSIGN Software Materials and this EULA will automatically terminate.

1.4. WinPCSIGN Keys

Except for trial use, you cannot access or use the WinPCSIGN Software without a WinPCSIGN Key. Each WinPCSIGN Key permits the type of license you purchase (design-only or commercial), and will be registered against the email address you provide when you make your purchase (if you purchase through reseller(s), we may not receive your email address till later). You are responsible for the WinPCSIGN Keys you receive and any replacement WinPCSIGN Keys will be handled on a case-by-case basis. The determination whether to replace or reissue WinPCSIGN Keys is in our sole discretion. Please contact us at support@wincpsign.ca to seek replacement or reissuance of WinPCSIGN Keys or to add or change the email address associated with your purchases. Each WinPCSIGN Key initially allows you to install the licensed WinPCSIGN Software on three (3) separate Devices (each separate activation is an "Activation"). You may de-install from a Device and install on a different Device without using more than one Activation. You may purchase additional Activations under your WinPCSIGN Key. Such purchased additional Activations are also subject to this EULA (and the licenses and restrictions on use herein). You may allow any Permitted User to install the licensed WinPCSIGN Software on a compatible Device up to the aggregate number of purchased Activations. Except in connection with the transfer of the license in accordance with Section 1.6 below, the resale of Activations or WinPCSIGN Keys is prohibited unless you have an authorized reseller agreement with us.

1.5. License

Subject to the terms of this EULA, we grant you, during the term of this EULA, a limited, non-exclusive, non-sublicensable (except use by the applicable Permitted Users is permitted), revocable limited license to:

(a) download, install and use the WinPCSIGN Software and WinPCSIGN Keys, and

(b) use and make copies (so long as all copies have our proprietary notices on them) of the Documentation in connection with your authorized use of the WinPCSIGN Software and WinPCSIGN Keys,

in each case for the Permitted Use by the Permitted Users.

1.6. Transferability

Your license is transferable only if you sell, assign or otherwise transfer the Device on which the WinPCSIGN Software is loaded and subject to the following:

(a) you must transfer all WinPCSIGN Software Materials and all Activations to the same transferee with the Device being transferred, in other words you cannot split up Activations between transferees; and

(b) you must provide this EULA to the transferee, and the transferee is deemed to have agreed to this EULA by accessing or using any of the WinPCSIGN Software Materials.

If you do not comply with the foregoing, we may consider the transfer void.

1.7. Safety Warning

We do not manufacture Devices and so we do not control their safety features. The WinPCSIGN Software Materials are intended for use with vinyl cutters, sign-making equipment, and CNC Device(s). Such Devices may present risks if improperly used. Please read all safety instructions for any Device(s) before and when using the WinPCSIGN Software Materials with them. When utilizing the WinPCSIGN Software Materials, you must ensure that Device(s) are not directed to perform functions that may cause injury or property damage, such as, without limitation, by having untrained people use the Device(s), or by leaving Device(s) unattended or switched on when not in use. You acknowledge that the primary role of the WinPCSIGN Software Materials in Device(s) is to control the design and cutting/routing functions of a compatible Device(s), and not to control the safety features, if any, integrated into the Device(s). Safety features like emergency stops, material detection, and other critical features are typically hardware-level protections built into the Device(s) and are beyond the control of the WinPCSIGN Software Materials. We disclaim all liability arising from any Device(s).

1.8. Your Obligations

You acknowledge and agree that you will comply with the manufacturer terms applicable to the Device(s) used in connection with the WinPCSIGN Software Materials. You, and not WinPCSIGN, are responsible for the safety and security of your use of any Device(s). You will indemnify and hold us harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to your use or misuse of the WinPCSIGN Software Materials or Device(s).

1.9. Restrictions

We reserve all rights not granted to you. Except as expressly provided herein, you agree not to, and you will not permit others to:

(a) license, sublicense, sell, resell, market, rent, lease, assign, transfer, distribute, transmit, host, outsource, display, perform, disclose or otherwise commercially exploit the WinPCSIGN Software Materials or make the WinPCSIGN Software Materials available to any third party;

(b) copy or use the WinPCSIGN Software Materials for any purpose;

(c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the WinPCSIGN Software Materials;

(d) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the WinPCSIGN Software Materials (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact WinPCSIGN and provide WinPCSIGN an opportunity to create such changes as are needed for interoperability purposes);

(e) attempt to access or derive the source code of the WinPCSIGN Software Materials; or

(f) use the WinPCSIGN Software Materials except for the applicable Permitted Use by the applicable Permitted User.

1.10. Third Party Components

Elements of the Software may contain or be derived from materials from third parties ("Third Party Software"). Such Third Party Software may be subject to additional terms, which terms are set forth here: [Your Third Party Terms URL]. You and the Permitted Users are responsible for regularly reviewing such terms to determine the status of, and for complying with, all such applicable Third Party Software terms and conditions. Your use of the WinPCSIGN Software is contingent on compliance with these additional terms of license (however such rights do not expand the Permitted Use and license grants herein). Subject to the observance of the respective Third Party Software terms (as may be amended from time to time), you and the Permitted Users are authorized to use Third Party Software within the Permitted Use of the WinPCSIGN Software only.

2. Updates

We may from time to time provide patches, bug fixes, updates, upgrades and other modifications to improve the performance of the WinPCSIGN Software. You will be entitled to receive such updates free of charge for twelve (12) months from the date you purchase a WinPCSIGN Key for a version of the WinPCSIGN Software you license from us or our authorized resellers (which updates are also licensed under and subject to the terms of this EULA). You must purchase a new WinPCSIGN Key for updates issued after such 12-month period. We will track such dates for you. Such updates will be licensed under a separate end user license agreement covering such WinPCSIGN Software Materials and this EULA does not apply to such updates.

3. Ownership

The WinPCSIGN Software Materials and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of WinPCSIGN and its licensors. There are no implied licenses in this EULA. All suggestions or feedback provided by you to WinPCSIGN with respect to the WinPCSIGN Software Materials ("Feedback") will be our property. We, or our sublicensees or assignees may use, copy, modify, publish, redistribute or otherwise exploit the Feedback for any purpose and in any way without any compensation to you. WinPCSIGN does not waive any rights to use similar or related ideas previously known to us, developed by our employees, or obtained from other sources.

4. Term and Termination

The trial license has the term set forth in Section 1.3 unless earlier terminated as set forth herein. The regular license under Section 1.5 commences when you download the WinPCSIGN Software if there is no trial license or, if there is a trial license, when that trial license converts to the regular license under Section 1.5, and continues for as long as you use the WinPCSIGN Software Materials or the first 12 months' worth of updates to the WinPCSIGN Software, unless this EULA is terminated as set forth in this EULA (as noted above, updates beyond the first 12 months require a separate end user license agreement for such WinPCSIGN Software Materials). We may terminate this EULA and your license(s) at any time if you fail to comply with any term(s) of this EULA, with written notice to you. You may terminate this EULA and your license(s) at any time with written notice to us or by ceasing use of the WinPCSIGN Software Materials and destroying all copies thereof (including when you license a new version of the WinPCSIGN Software under separate end user license agreement from us). Upon termination of this EULA, your license(s) will terminate and you must stop all use of the WinPCSIGN Software Materials and destroy all copies you and your Permitted Users have. The preamble and Sections 1.7, 1.8, 1.9, 1.10, 3, 4, 5, 6, 7, and 10 will remain in effect after any termination of this EULA.

5. Warranty Disclaimer

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE WINPCSIGN SOFTWARE MATERIALS ON AN "AS-IS" AND "WITH ALL FAULTS" BASIS. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AS WELL AS WARRANTIES ARISING UNDER COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE WINPCSIGN SOFTWARE MATERIALS. WE MAKE NO WARRANTY THAT THE WINPCSIGN SOFTWARE MATERIALS WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. YOU USE THE WINPCSIGN SOFTWARE MATERIALS AND DEVICE(S) AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND WE DISCLAIM) ANY AND ALL LOSS, LIABILITY, OR DAMAGES RESULTING FROM YOUR USE OF THE WINPCSIGN SOFTWARE MATERIALS OR DEVICE(S). THE IMPROPER USE OF THE WINPCSIGN SOFTWARE MATERIALS IN ANY DEVICE(S) MAY PRESENT RISKS INCLUDING DEVICE DAMAGE, MATERIAL DAMAGE, PROPERTY DAMAGE, PERSONAL INJURY, AND OTHER HAZARDS. YOU ARE RESPONSIBLE FOR ANY DEVICE DAMAGE, MATERIAL DAMAGE, PROPERTY DAMAGE, PERSONAL INJURY, AND OTHER HAZARDS CAUSED BY USE OR MISUSE OF THE WINPCSIGN SOFTWARE MATERIALS OR DEVICE(S), INCLUDING FAILURE TO SWITCH OFF THE DEVICE(S) WHEN NOT IN USE, AND LEAVING THE DEVICE(S) UNATTENDED. WE DO NOT CONTROL THE DEVICE(S) AND HAVE NO RESPONSIBILITY FOR THE DEVICE(S). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

6. Limitation of Liability

IN NO EVENT WILL WINPCSIGN OR ITS SHAREHOLDERS, AFFILIATES, CONTRACTORS, SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS ("WINPCSIGN PARTIES") BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, TREBLE OR OTHER SIMILAR DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, PROPERTY DAMAGE, DEATH OR PERSONAL INJURY, ARISING FROM OR RELATING TO THIS EULA OR THE WINPCSIGN SOFTWARE MATERIALS OR THEIR USE, EVEN IF WINPCSIGN KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WINPCSIGN'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS EULA OR THE WINPCSIGN SOFTWARE MATERIALS OR THEIR USE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED (a) FOR TRIAL LICENSES, ZERO DOLLARS, OR (b) FOR REGULAR LICENSES, THE RETAIL PRICE OF THE APPLICABLE REGULAR WINPCSIGN SOFTWARE LICENSE LISTED ON OUR WEBSITE ON THE DATE OF YOUR PURCHASE OF THE REGULAR WINPCSIGN SOFTWARE LICENSE, WHETHER SUCH WINPCSIGN SOFTWARE LICENSE IS PURCHASED ON OUR WEBSITE OR FROM ONE OF OUR AUTHORIZED RESELLER(S). THIS LIMITATION WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE END USER LICENSE AGREEMENT, INCIDENT OR CLAIM. NOTHING IN THIS EULA AND IN PARTICULAR WITHIN THIS "LIMITATION OF LIABILITY" CLAUSE WILL ATTEMPT TO EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. YOU HAVE NO CLAIM AGAINST ANY OF THE WINPCSIGN PARTIES OTHER THAN WINPCSIGN IN CONNECTION WITH THIS EULA.

7. Confidentiality

"Confidential Information" means the WinPCSIGN Software Materials and all other confidential or proprietary information disclosed or made accessible to you by WinPCSIGN, except for information which you can demonstrate is available to the public prior to disclosure to you or becomes available to the public by publication or otherwise without your fault. You will not use or disclose any Confidential Information except as expressly authorized by this EULA. You will protect all Confidential Information using the same degree of care which you use to protect your own confidential information, but in no event less than a reasonable degree of care. You will take prompt and appropriate action to prevent unauthorized use or disclosure of Confidential Information. If you are legally compelled to disclose any Confidential Information, you will provide WinPCSIGN prompt written notice of such requirement so that an appropriate protective order or other relief may be sought. The breach, or threatened breach, of any provision of this Section, or the breach, or threatened breach, of license rights or restrictions or other violation, infringement, or misuse of WinPCSIGN Software Materials or other Confidential Information may cause irreparable harm to WinPCSIGN without an adequate remedy at law. Upon any such breach, violation, infringement, misuse, or threat thereof, WinPCSIGN will be entitled to seek injunctive relief to prevent you from commencing or continuing any action constituting such breach, violation, infringement, misuse, or threat thereof, or other equitable relief, without having to post a bond or other security, and without having to prove the inadequacy of other available remedies. We may do so in any court of competent jurisdiction.

8. For Canadian Government End Users

The WinPCSIGN Software Materials are "commercial computer software" and "commercial computer software documentation" as those terms are understood under applicable Canadian government procurement regulations. The WinPCSIGN Software Materials are provided to Canadian Government End Users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein. Use, reproduction, or disclosure of the WinPCSIGN Software Materials by the Government of Canada or any Canadian government entity is subject to the terms of this EULA.

9. Export Compliance

All use of the WinPCSIGN Software Materials by you and your Permitted Users will be in accordance with (a) the Export Administration Act of 1979, as amended (50 U.S.C. app. 2401-2420), and the Export Administration Regulations, 15 C.F.R. Parts 730-774 ("EAR"); (b) the Arms Export Control Act, 22 U.S.C. § 2778, and the corresponding International Traffic in Arms Regulations; (c) the economic sanctions, laws and regulations enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), 31 C.F.R. Part 500 et seq., and the U.S. Department of State's Office of Terrorist Financial and Economic Sanctions Policy; and (d) the anti-boycott regulations, guidelines, and reporting requirements under the EAR and Section 999 of the Internal Revenue Service Code (collectively, "U.S. Sanctions and Export Control Laws"). In particular, you agree that you and your Permitted Users are: (i) not located in, headquartered in, or incorporated under the laws of any country or territory subject to U.S. territorial economic sanctions or anti-terrorism restrictions under the EAR, including Belarus, Cuba, Iran, North Korea, Russia, Sudan, Syria, or the Crimea, Donetsk, or Luhansk regions of Ukraine (collectively "Sanctioned Locations"); and (ii) not a person identified on U.S. or other applicable government restricted party lists, including but not limited to the Specially Designated Nationals and Blocked Persons ("SDN") List maintained by OFAC or the Entity List or Denied Persons List maintained by the U.S. Department of Commerce's Bureau of Industry and Security (collectively, "Restricted Parties"), or owned or controlled by or acting on behalf of, any Restricted Party or any party located in, headquartered in or incorporated under the laws of any Sanctioned Locations. You and your Permitted Users will not use or divert the WinPCSIGN Software Materials as follows: (A) to countries for which a specific export license is required; (B) to Restricted Parties or Sanctioned Locations; (C) for activities related to weapons proliferation, such as nuclear, chemical, or biological weapons or missile technology; (D) for end-uses in violation of the EAR relating to a military or military intelligence end-use or end-user, including for incorporation into any military item, for the use, development, or production of military items, for any activity that supports or contributes to the operation, installation, maintenance, repair, overhaul, refurbishing, development, or production of military items, or for use by a military end-user such as the national armed services (army, navy, marine, air force, or coast guard), the national guard and national police, government intelligence or reconnaissance organizations, or any person or entity whose actions or functions are intended to support military end uses in violation of the EAR; or (E) in a manner otherwise inconsistent with end-use and end-user restrictions imposed by the U.S. Sanctions and Export Control Laws implemented by 15 C.F.R. Part 744.

10. General

10.1. Language

The official version of this EULA is in English.

10.2. Waivers

All waivers by us will be effective only if in writing. Any waiver or failure by us to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.3. Severability

If any provision of this EULA is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that will not affect the legality, validity or enforceability of any other provision of this EULA. Any such unenforceable provision will be deemed to be amended to the minimum extent required to accomplish the objectives of such provision. If the illegality, invalidity or unenforceability cannot be cured by such amendment, the provision in question will be deemed to have never formed part of this EULA and all remaining provisions of this EULA will remain unchanged and will continue in full force and effect.

10.4. Governing Law; Venue

This EULA and any matters arising in connection with this EULA will be governed, interpreted, and construed in accordance with the laws of the Province of Quebec, Canada without regard to the principles of conflicts of laws. Any legal action or proceeding relating to this EULA and any matters arising in connection with this EULA will be instituted exclusively in a provincial or federal court in the Province of Quebec, Canada except for equitable relief by us under Section 7 (Confidential Information). Except as set forth in Section 7 (Confidential Information), the parties will submit to the exclusive jurisdiction of, and accept that venue is proper in, these courts in any such legal action or proceeding.

10.5. Assignment

Except as permitted in Section 1.6, neither the rights nor the obligations arising under this EULA are assignable by you except with the prior written consent of WinPCSIGN, and any such attempted assignment will be void and without effect. This Agreement may be assigned, in whole or in part, by us. This EULA is binding on and inures to the benefit of any successors and permitted assigns.

10.6. Miscellaneous

The headings of sections of this EULA are for convenience and are not to be used in interpreting this EULA. This EULA will not be construed as creating a relationship of employment, agency, partnership, joint venture, or any other form of legal association. Neither party has any power to bind the other party or to assume or to create any obligation or responsibility on behalf of the other party. This EULA will not confer any rights or remedies upon any person other than the parties, and their respective successors and permitted assigns and the indemnified parties (with respect to indemnification). All notices and other communications required or permitted under this EULA will be in writing and will be deemed given (a) if to WinPCSIGN, when delivered to 3735 Boulevard du Tricentenaire, Quebec, Canada or, (b) if to you, when delivered either by (i) courier service (including via First Class Mail with the applicable Postal Service) to the mailing address on file with us, or (ii) e-mail to the e-mail address on file with us. This EULA constitutes the entire agreement between the parties with respect to its subject matter and as of the date of agreement by you supersedes all prior or contemporaneous agreements, negotiations, representations, and proposals, whether written or oral, relating to its subject matter. Except for modifications made by us to this EULA, Privacy Policy or other terms in URLs, no modification of this EULA by you will be effective unless in writing and signed by an authorized representative of WinPCSIGN. The Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods will not apply to this EULA, or any business conducted pursuant to it, regardless of when and however adopted, enacted and amended under the laws of any jurisdiction. In this EULA where we use the words "including" or "include" it means including without limitation or includes without limitation, respectively, and the word "or" means and/or, unless the context dictates otherwise. The parties will execute and deliver any additional contracts, instruments or documents necessary to fully effectuate the terms of this EULA.

11. Variation of EULA Terms for Licensee Based in or Resident of The European Union

11.1. Generally

This EULA will apply in respect of purchasers of the licenses to the WinPCSIGN Software Materials who, at the time the license for the WinPCSIGN Software Materials is purchased, (in the case of incorporated or unincorporated entities, businesses, institutions and organizations) are based, or (in the case of individuals acquiring the license for the WinPCSIGN Software Materials in their personal capacity) have their main place of residence, in the European Union, subject to the variations set out below in this Section 11.

11.2. Preamble section

The 3rd and 4th paragraphs in the preamble are replaced in their entirety with the following:

This EULA incorporates by reference all terms in uniform resource locators (URLs) referred to herein. Such additional terms will apply as they may be modified by us from time to time, provided that no such modifications unreasonably limit or place unreasonable conditions on your right to use the WinPCSIGN Software Materials in accordance with this EULA. Our Privacy Policy which can be found at [Your Privacy Policy URL] (the "Privacy Policy") provides details about our privacy practices and information about our processing of personal information. You acknowledge you have been given access to a copy of the Privacy Policy. We may change this EULA, the Privacy Policy or other terms in URLs at any time. Any such changes will apply to you in relation to copies of the WinPCSIGN Software Materials to which you already purchased a license before the date of such change only insofar as the change does not unreasonably limit or place unreasonable conditions on your right to use the WinPCSIGN Software Materials in accordance with the terms of this EULA at the time of purchase. All future changes to this EULA, the Privacy Policy or other terms in URLs will apply to you in relation to copies of the WinPCSIGN Software Materials purchased after the date of the change.

11.3. Section 1.6

Section 1.6 is replaced in its entirety with the following:

Transferability. Where you purchase a perpetual license for the WinPCSIGN Software and the license fees are paid in full in advance, you may transfer the license (on the terms of this EULA) to another person (a "transferee") provided that: (a) you must transfer possession of all copies of the WinPCSIGN Software Materials and all Activations to a single transferee and must not retain any copies of WinPCSIGN Software Materials (including any back-up copy of the WinPCSIGN Software or any copy installed on a Device) in your possession or control; (b) you must transfer all of the rights that you purchased in connection with the copy of the WinPCSIGN Software Materials, including all Activations, to a single transferee; accordingly, user rights under this EULA including the Activations purchased with the license (including where you purchase a license for use by multiple users) cannot be split between you and a transferee or amongst several transferees; (c) the transferee will not have the benefit of and will not be entitled to receive from us any maintenance or support services, software updates, warranty services or any other services that you may be entitled to receive from us (including updates or other services you are entitled to receive from us under Section 2 or any other contract and including any warranties or product guarantees that you may purchase or receive in connection with the WinPCSIGN Software Materials) and you may not transfer your right to receive such services to any transferee; and (d) you must provide this EULA to the transferee, and the transferee will be deemed to have agreed to this EULA by accessing or using any of the WinPCSIGN Software Materials. Except as aforesaid, your license is transferable only if you sell, assign or otherwise transfer the Device on which the WinPCSIGN Software is loaded and subject to the following: (i) you must transfer all WinPCSIGN Software Materials and all Activations to the same transferee with the Device being transferred, in other words you cannot split up Activations between transferees; and (ii) you must provide this EULA to the transferee, and the transferee is deemed to have agreed to this EULA by accessing or using any of the WinPCSIGN Software Materials. If you do not comply with the foregoing, we may consider the transfer void.

11.4. Section 1.7

Section 1.7 is replaced in its entirety with the following:

We do not manufacture Devices and so we do not control their safety features. The WinPCSIGN Software Materials are intended for use with vinyl cutters, sign-making equipment, and CNC Device(s). Such Devices may present risks if improperly used. Please read all safety instructions for any Device(s) before and when using the WinPCSIGN Software Materials with them. When utilizing the WinPCSIGN Software Materials, you must ensure that Device(s) are not directed to perform functions that may cause injury or property damage, such as, without limitation, by having untrained people use the Device(s), or by leaving Device(s) unattended or switched on when not in use. You acknowledge that the primary role of the WinPCSIGN Software Materials in Device(s) is to control the design and cutting/routing functions of a compatible Device(s), and not to control the safety features, if any, integrated into the Device(s). Safety features like emergency stops, material detection, and other critical features are typically hardware-level protections built into the Device(s) and are beyond the control of the WinPCSIGN Software Materials. Subject only to the last sentence of Section 6 below, we disclaim all liability arising from any Device(s).

11.5. Section 1.8

Section 1.8 is replaced in its entirety with the following:

Your Obligations. You acknowledge and agree that you will comply with the manufacturer terms applicable to the Device(s) used in connection with the WinPCSIGN Software Materials. You, and not WinPCSIGN, are responsible for the safety and security of your use of any Device(s). You will indemnify and hold us harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to your use or misuse of the WinPCSIGN Software Materials or Device(s). The foregoing is subject to and will not derogate from the last sentence of Section 6 below.

11.6. Section 1.9

Section 1.9 is replaced in its entirety with the following:

Restrictions. We reserve all rights not granted to you. Except as expressly provided herein, or as may be permitted under Articles 5(2), 5(3) or 6 of Directive 2009/24/EC of the European Parliament and the Council on the legal protection of computer programs, or under any national legislation implementing such provisions in the European Union member state in which you are based or where you are resident (as such legislation may be varied or re-enacted from time to time), you agree not to, and you will not permit others to: (a) license, sublicense, sell, resell, market, rent, lease, assign, transfer, distribute, transmit, host, outsource, display, perform, disclose or otherwise commercially exploit the WinPCSIGN Software Materials or make the WinPCSIGN Software Materials available to any third party; (b) copy or use the WinPCSIGN Software Materials for any purpose; (c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the WinPCSIGN Software Materials; (d) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the WinPCSIGN Software Materials (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact WinPCSIGN and provide WinPCSIGN an opportunity to create such changes as are needed for interoperability purposes); (e) attempt to access or derive the source code of the WinPCSIGN Software Materials; or (f) use the WinPCSIGN Software Materials except for the applicable Permitted Use by the applicable Permitted User.

11.7. Section 6

Section 6 is replaced in its entirety with the following:

IN NO EVENT WILL WINPCSIGN OR ITS SHAREHOLDERS, AFFILIATES, CONTRACTORS, SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS ("WINPCSIGN PARTIES") BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, TREBLE OR OTHER SIMILAR DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, PROPERTY DAMAGE, DEATH OR PERSONAL INJURY, ARISING FROM OR RELATING TO THIS EULA OR THE WINPCSIGN SOFTWARE MATERIALS OR THEIR USE, EVEN IF WINPCSIGN KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WINPCSIGN'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS EULA OR THE WINPCSIGN SOFTWARE MATERIALS OR THEIR USE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED (a) FOR TRIAL LICENSES, ZERO DOLLARS, OR (b) FOR REGULAR LICENSES, THE RETAIL PRICE OF THE APPLICABLE REGULAR WINPCSIGN SOFTWARE LICENSE LISTED ON OUR WEBSITE ON THE DATE OF YOUR PURCHASE OF THE REGULAR WINPCSIGN SOFTWARE LICENSE, WHETHER SUCH WINPCSIGN SOFTWARE LICENSE IS PURCHASED ON OUR WEBSITE OR FROM ONE OF OUR AUTHORIZED RESELLER(S). THIS LIMITATION WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE END USER LICENSE AGREEMENT, INCIDENT OR CLAIM. NOTHING IN THIS EULA AND IN PARTICULAR WITHIN THIS "LIMITATION OF LIABILITY" CLAUSE WILL ATTEMPT TO EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. YOU HAVE NO CLAIM AGAINST ANY OF THE WINPCSIGN PARTIES OTHER THAN WINPCSIGN IN CONNECTION WITH THIS EULA. Anything to the contrary herein notwithstanding, nothing in this EULA or in any terms incorporated by reference into this EULA will exclude or limit our liability: (i) for death or personal injury caused by our negligence; (ii) for our fraud or fraudulent misrepresentation; or (iii) for any matter for which it would be illegal for us to exclude or attempt to exclude our liability.

11.8. Section 10.1.

Section 10.1 is replaced in its entirety with the following:

Language. The official version of this EULA is in English, except where you are purchasing a license to the WinPCSIGN Software Materials as an individual consumer, in which case, if a version of this EULA is provided to you in one of the official languages of the country where you have your main place of residence, that language version will be the official version of this EULA.

11.9. Section 10.4

Section 10.4 is replaced in its entirety with the following:

Governing Law; Venue. This EULA and any matters arising in connection with this EULA will be governed, interpreted, and construed in accordance with the laws of the Province of Quebec, Canada without regard to the principles of conflicts of laws. Any legal action or proceeding relating to this EULA and any matters arising in connection with this EULA will be instituted exclusively in a provincial or federal court in the Province of Quebec, Canada except for equitable relief by us under Section 7 (Confidential Information). Except as set forth in Section 7 (Confidential Information), the parties will submit to the exclusive jurisdiction of, and accept that venue is proper in, these courts in any such legal action or proceeding. The foregoing notwithstanding, if you are an individual and you purchase the license for the WinPCSIGN Software Materials as a consumer, outside your trade or profession, you have the right to bring proceedings against us in the courts of the country where you are domiciled (or, at your choice, if we have a domicile in a member state of the European Union, in the courts of that country, or in a provincial or federal court in the Province of Quebec, Canada) and we may only bring proceedings against you in the court of the country where you are domiciled. The European Commission provides a platform, which makes possible online settlement of disputes between consumers and merchants (ODR platform). The ODR platform can be reached in the following link: https://ec.europa.eu/consumers/odr. WinPCSIGN is neither obliged nor prepared to participate in dispute settlement proceedings before consumer arbitration boards.

12. Variation of EULA Terms for Licensee Based in or Residents of The United Kingdom

12.1. General

This EULA will apply in respect of purchasers of the licenses to the WinPCSIGN Software Materials who, at the time the license for the WinPCSIGN Software Materials is purchased, (in the case of incorporated or unincorporated entities, businesses, institutions and organizations) are based, or (in the case of individuals acquiring the license for the WinPCSIGN Software Materials in their personal capacity) have their main place of residence, in the United Kingdom, subject to the variations set out in this Section 12.

12.2. Preamble Section

The 3rd and 4th paragraphs in the preamble are replaced in their entirety with the following:

12.3. Section 1.6

Section 1.6 is replaced in its entirety with the following:

Transferability. Where you purchase a perpetual license for the WinPCSIGN Software Materials and the license fees are paid in full in advance, you may transfer the license (on the terms of this EULA) to another person (a "transferee") provided that: (a) you must transfer possession of all copies of the WinPCSIGN Software Materials and all Activations to a single transferee and must not retain any copies of WinPCSIGN Software Materials (including any back-up copy of the WinPCSIGN Software or any copy installed on a Device) in your possession or control; (b) you must transfer all of the rights that you purchased in connection with the copy of the WinPCSIGN Software Materials, including all Activations, to a single transferee; accordingly, user rights under this EULA including the Activations purchased with the license (including where you purchase a license for use by multiple users) cannot be split between you and a transferee or amongst several transferees; (c) the transferee will not have the benefit of and will not be entitled to receive from us any maintenance or support services, software updates, warranty services or any other services that you may be entitled to receive from us (including updates or other services you are entitled to receive from us under Section 2 or any other contract and including any warranties or product guarantees that you may purchase or receive in connection with the WinPCSIGN Software) and you may not transfer your right to receive such services to any transferee; and (d) you must provide this EULA to the transferee, and the transferee will be deemed to have agreed to this EULA by accessing or using any of the WinPCSIGN Software Materials. Except as aforesaid, your license is transferable only if you sell, assign or otherwise transfer the Device on which the WinPCSIGN Software is loaded and subject to the following: (i) you must transfer all WinPCSIGN Software Materials and all Activations to the same transferee with the Device being transferred, in other words you cannot split up Activations between transferees; and (ii) you must provide this EULA to the transferee, and the transferee is deemed to have agreed to this EULA by accessing or using any of the WinPCSIGN Software Materials. If you do not comply with the foregoing, we may consider the transfer void.

12.4. Section 1.7

Section 1.7 is replaced in its entirety with the following:

We do not manufacture Devices and so we do not control their safety features. The WinPCSIGN Software Materials are intended for use with vinyl cutters, sign-making equipment, and CNC Device(s). Such Devices may present risks if improperly used. Please read all safety instructions for any Device(s) before and when using the WinPCSIGN Software Materials with them. When utilizing the WinPCSIGN Software Materials, you must ensure that Device(s) are not directed to perform functions that may cause injury or property damage, such as, without limitation, by having untrained people use the Device(s), or by leaving Device(s) unattended or switched on when not in use. You acknowledge that the primary role of the WinPCSIGN Software Materials in Device(s) is to control the design and cutting/routing functions of a compatible Device(s), and not to control the safety features, if any, integrated into the Device(s). Safety features like emergency stops, material detection, and other critical features are typically hardware-level protections built into the Device(s) and are beyond the control of the WinPCSIGN Software Materials. Subject only to the last sentence of Section 6 below, we disclaim all liability arising from any Device(s).

12.5. Section 1.8

Section 1.8 is replaced in its entirety with the following:

12.6. Section 1.9

Section 1.9 is replaced in its entirety with the following:

Restrictions. We reserve all rights not granted to you. Except as expressly provided herein, or as may be permitted under sections 50A, 50B, 50BA and 296A of the Copyright, Designs and Patents Act 1988 (as such legislation may be varied or re-enacted from time to time), you agree not to, and you will not permit others to: (a) license, sublicense, sell, resell, market, rent, lease, assign, transfer, distribute, transmit, host, outsource, display, perform, disclose or otherwise commercially exploit the WinPCSIGN Software Materials or make the WinPCSIGN Software Materials available to any third party; (b) copy or use the WinPCSIGN Software Materials for any purpose; (c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the WinPCSIGN Software Materials; (d) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the WinPCSIGN Software Materials (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact WinPCSIGN and provide WinPCSIGN an opportunity to create such changes as are needed for interoperability purposes); (e) attempt to access or derive the source code of the WinPCSIGN Software Materials; or (f) use the WinPCSIGN Software Materials except for the applicable Permitted Use by the applicable Permitted User.

12.7. Section 6

Section 6 is replaced in its entirety with the following:

IN NO EVENT WILL WINPCSIGN OR ITS SHAREHOLDERS, AFFILIATES, CONTRACTORS, SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS ("WINPCSIGN PARTIES") BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, TREBLE OR OTHER SIMILAR DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, PROPERTY DAMAGE, DEATH OR PERSONAL INJURY, ARISING FROM OR RELATING TO THIS EULA OR THE WINPCSIGN SOFTWARE MATERIALS OR THEIR USE, EVEN IF WINPCSIGN KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WINPCSIGN'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS EULA OR THE WINPCSIGN SOFTWARE MATERIALS OR THEIR USE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED (a) FOR TRIAL LICENSES, ZERO DOLLARS, OR (b) FOR REGULAR LICENSES, THE RETAIL PRICE OF THE APPLICABLE REGULAR WINPCSIGN SOFTWARE LICENSE LISTED ON OUR WEBSITE ON THE DATE OF YOUR PURCHASE OF THE REGULAR WINPCSIGN SOFTWARE LICENSE, WHETHER SUCH WINPCSIGN SOFTWARE LICENSE IS PURCHASED ON OUR WEBSITE OR FROM ONE OF OUR AUTHORIZED RESELLER(S). THIS LIMITATION WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE END USER LICENSE AGREEMENT, INCIDENT OR CLAIM. NOTHING IN THIS EULA AND IN PARTICULAR WITHIN THIS "LIMITATION OF LIABILITY" CLAUSE WILL ATTEMPT TO EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. YOU HAVE NO CLAIM AGAINST ANY OF THE WINPCSIGN PARTIES OTHER THAN WINPCSIGN IN CONNECTION WITH THIS EULA. Anything to the contrary herein notwithstanding, nothing in this EULA or in any terms incorporated by reference into this EULA will exclude or limit our liability: (i) for death or personal injury caused by our negligence; (ii) for our fraud or fraudulent misrepresentation; or (iii) for any matter which it would be illegal for us to exclude or attempt to exclude our liability.

12.8. Section 10.4

Section 10.4 is replaced in its entirety with the following:

Governing Law; Venue. This EULA and any matters arising in connection with this EULA will be governed, interpreted, and construed in accordance with the laws of the Province of Quebec, Canada without regard to the principles of conflicts of laws. Any legal action or proceeding relating to this EULA and any matters arising in connection with this EULA will be instituted exclusively in a provincial or federal court in the Province of Quebec, Canada except for equitable relief by us under Section 7 (Confidential Information). Except as set forth in Section 7 (Confidential Information), the parties will submit to the exclusive jurisdiction of, and accept that venue is proper in, these courts in any such legal action or proceeding. The foregoing notwithstanding, if you are an individual and you purchase the license for the WinPCSIGN Software as a consumer outside your trade or profession, you have the right to bring proceedings against us in the courts of the part of the United Kingdom where you are domiciled (or, at your choice, if we have a domicile in any part of the United Kingdom, in the courts of that part of the United Kingdom, or in a provincial or federal court in the Province of Quebec, Canada) and we may only bring proceedings against you in the courts of the part of the United Kingdom where you are domiciled.

For support or questions about this EULA, please contact us at support@wincpsign.ca

WinPCSIGN End User License Agreement

1. License

1.1. Permitted Use

1.2. Permitted Users

1.3. Types of Licenses

1.4. WinPCSIGN Keys

1.5. License

1.6. Transferability

1.7. Safety Warning

1.8. Your Obligations

1.9. Restrictions

1.10. Third Party Components

2. Updates

3. Ownership

4. Term and Termination

5. Warranty Disclaimer

6. Limitation of Liability

7. Confidentiality

8. For Canadian Government End Users

9. Export Compliance

10. General

10.1. Language

10.2. Waivers

10.3. Severability

10.4. Governing Law; Venue

10.5. Assignment

10.6. Miscellaneous

11. Variation of EULA Terms for Licensee Based in or Resident of The European Union

11.1. Generally

11.2. Preamble section

11.3. Section 1.6

11.4. Section 1.7

11.5. Section 1.8

11.6. Section 1.9

11.7. Section 6

11.8. Section 10.1.

11.9. Section 10.4

12. Variation of EULA Terms for Licensee Based in or Residents of The United Kingdom

12.1. General

12.2. Preamble Section

12.3. Section 1.6

12.4. Section 1.7

12.5. Section 1.8

12.6. Section 1.9

12.7. Section 6

12.8. Section 10.4

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