Opportunity

THIS AGREEMENT is made as of the date the Licensee acknowledges acceptance of its terms and conditions in accordance with the instructions contained within the Licensor's website.

BETWEEN:

AND:

1. The Licensor is the owner of the property or properties described in the website annexed hereto and forming part of this Agreement (the "Database");
2. The Licensee wishes to license the use of the Database from the Licensor and the Licensor wishes to grant a license to the Licensee to use the Database.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, the parties agree as follows:

1. LICENSE

   Subject to the terms and conditions hereinafter contained, the Licensor hereby grants to the Licensee a non-exclusive right to use the Database. The Licensor shall be entitled to pre-approve or terminate the granting of the license to the Licensee in its sole and absolute discretion.

   The rights granted to the Licensee herein constitute a license only and shall not under any circumstances whatsoever constitute a right by the Licensee to have or claim exclusive possession of the Database and this Agreement shall not constitute nor be interpreted to be either a partnership agreement, employment agreement, lease or joint venture agreement made between the parties.

2. TERM

   Subject to the right of earlier termination as hereinafter specified, the term of this license shall commence on the date the Licensee accepts the terms and conditions of this Agreement (the "Commencement Date") and shall expire on that date which is one year from the Commencement Date (the "Initial Expiry Date").

3. OPERATION OF DATABASE

   At all times throughout the term of this Agreement, the Licensee shall use the information provided in the Database in a reasonable and careful manner as would a prudent owner in accordance with all rules, regulations and requirements as may be prescribed from time to time by the Licensor, acting reasonably, and at all times shall use the information contained in the Database strictly in accordance with all applicable international laws, governmental laws, bylaws, orders and regulations, as applicable in the Licensee's locale. The Licensee shall also obtain at its sole cost all necessary governmental permits, comprehensive general liability insurance, consents and approvals for the operation of its business in reliance on the Database.

   It is acknowledged and agreed by the Licensee that any photos uploaded by the Licensee to the Database, including but not limited to those photos uploaded to the page on the Database entitled "Book of Smiles", shall become the sole and exclusive property of the Licensor.

4. LICENCE FEE AND RENEWAL
   • Initial Licence Fee

     The Licensee shall pay to the Licensor, as an initial fee (the "Initial Licence Fee") for the right to the use of the Database, together with all items described in the Licensor’s website, that sum agreed to by the parties on the Commencement Date. The Initial License Fee shall be fully payable upon acceptance of the terms and conditions of this Agreement on the Commencement Date.

   • Licence Renewal Fee

     Upon the Initial Expiry Date, the Licensee shall be entitled to renew the term of this Agreement for a period of one year upon payment of a renewal fee in such amount as agreed to by the parties (the "Renewal Fee"). The term of this Agreement may then be renewed from year to year on the anniversary date of the Initial Expiry Date upon payment by the Licensee to the Licensor of the Renewal Fee. The amount of the Renewal Fee may be increased from time to time by the Licensor in its sole discretion upon giving written notice to the Licensee.

5. INDEMNITY

   The Licensee shall indemnify the Licensor against and hold it harmless from any and all claims, actions, damages, liabilities and expenses in connection with loss of life, personal injury, damage to property and/or any other loss or injury arising from or out of the use of the Database, the information obtained from the Database or arising out of the operation or conduct of the Licensee's business and the related license to use the Database pursuant to the terms of this Agreement and any acts or omissions in connection therewith by the Licensee, its servants, agents, contractors, employees or invitees, including the expenses of any action or proceeding pertaining thereto, and in respect of any loss, costs, expenses or damages suffered or incurred by the Licensor arising out of any breach by the Licensee of any of its obligations under this License, including the expense of any action or proceeding pertaining thereto. The within indemnity shall, with respect to liability for any matter arising during the term of this Agreement, survive the termination or expiration of this Agreement.

6. NO ASSIGNMENT

   The Licensee covenants that it shall not assign this Agreement nor sublicense any part of the Database to any assignee or sublicense.

   Notwithstanding the above, the Licensee shall have the right to assign this Agreement to an affiliated or related corporation, partnership or joint venture without the consent of the Licensor but with written notice to the Licensor provided however that the Licensee shall still remain fully liable for all obligations contained in this Agreement.

7. ASSIGNMENT BY LICENSOR

   In the event of the sale by the Licensor of the Database or a portion thereof or the assignment by the Licensor of this Agreement or any interest of the Licensor hereunder, and to the extent that such purchaser or assignee has assumed the covenants and obligations of the Licensor hereunder, the Licensor shall, without further written agreement, be freed and relieved of all liabilities, covenants and obligations owing to the Licensee.

8. LIMITATION OF LIABILITY

   The Licensee agrees that the Licensor shall not be liable for any bodily injury or death of, or loss or damage to any property belonging to, the Licensee or its employees, invitees, or licensees or any other person relating to the use of the Database by the Licensee unless resulting from the actual fault or negligence of the Licensor but in no event shall the Licensor be liable for loss or damage, however caused, to jewellery, money, securities, negotiable instruments, papers or other valuables of the Licensee or the Licensee's clients.

9. EVENTS TERMINATING LICENSE

   In case without the written consent of the Licensor, the Database shall be used by any other persons than the Licensee or its permitted assigns or sublicensees or for any purpose other than that for which they were licensed, or if the term of this License or any of the goods and chattels of the Licensee shall at any time be seized in execution or attachment, or if a receiver or receiver manager is appointed in respect of any property of the Licensee, or if the Licensee shall make any assignment for the benefit of creditors or any bulk sale, become bankrupt or insolvent or take the benefit of any statute now or hereafter in force for bankrupt or insolvent debtors or (if a corporation) shall take any steps or suffer any order to be made for its winding-up or other termination of its corporate existence, then in any such case the Licensor may at its option terminate this License by providing the Licensee with notice in writing of such termination and thereupon, in addition to the payment by the Licensee of all other payments under this License, Additional Fees for the current year shall immediately become due and be paid by the Licensee.

10. NON-WAIVER

    No condoning, excusing or overlooking by the Licensor or Licensee of any default, breach or non-observance by the Licensee or the Licensor at any time or times in respect of any covenant, proviso or condition herein contained shall operate as a waiver of the Licensor's or the Licensee's rights hereunder in respect of any continuing or subsequent default, breach or non-observance or so as to defeat or affect in any way the rights of the Licensor or the Licensee herein in respect of any such continuing or subsequent default or breach and no waiver shall be inferred from or implied by anything done or omitted by the Licensor or the Licensee save only an express waiver in writing.

11. NO ENCUMBRANCE

    The Licensee will not mortgage, charge or otherwise encumber its interest in this License.

12. RIGHT OF TERMINATION

    The Licensor, in addition to its other rights to terminate this Agreement, and the Licensee, shall have the right to terminate this Agreement at any time during the term upon at least ninety (90) days' written notice to the other party, which notice shall specify the date of termination of this Agreement (the "Termination Date"). If written notice of termination of this Agreement is given by either party in accordance with the foregoing, this Agreement shall terminate and be null and void and of no further force and effect as of the Termination Date, save and except for defaults occurring prior to the Termination Date and save and except for the Licensee's obligations under Sections 4 and 5 of this Agreement, all of which shall survive the termination or expiry of this Agreement.

13. NOTICE

    Any notice, demand, request, consent or other instrument required or permitted to be given under this Agreement (in this Section called a "notice"), shall be in writing and shall be emailed to the Licensor or Licensee, as the case may be, as follows:

    1. to the Licensor, as follows:

       The Ring Finders Metal Detecting Service Inc.
       Info@TheRingFinders.com

    2. to the Licensee, as follows:

       The email address provided by the Licensee upon acceptance

    or to such other address as either party may from time to time advise the other party by notice. The date of giving any notice shall be the date of delivery thereof in the case of personal delivery. With respect to any notice which is emailed, its date of receipt shall be deemed to be the date of transmission as evidenced by electronic confirmation in the sender's office provided, however, that such notice if sent after 5:00 p.m. (Vancouver time) on any day shall be deemed not to have been received until 9:00 a.m. (Vancouver time) the next following business day.

14. SUCCESSORS AND ASSIGNS

    This Agreement shall ensure to the benefit of the parties hereto and their respective successors and permitted assigns.

15. INTERPRETATION

    This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.

16. AGE REQUIREMENT

    The Licensee must be 21 years or older.

IN WITNESS WHEREOF BY acknowledging and accepting the terms of this Agreement, the parties will have entered into this Agreement as of the day and year of such acceptance.