General Software

INTERNATIONAL ROAD DYNAMICS INC.
END USER LICENSE AGREEMENT

Update: October 12, 2022

This International Road Dynamics Inc. End User License Agreement (this “Agreement”) is a legal agreement made between International Road Dynamics Inc., with its registered office at 702-43rd Street East, Saskatoon, SK, S7K 3T9 (“IRD”, “we”, “us” or “our”) and you or the entity for whom you work (“You” and “Your”) as a licensee and user of all IRD software and related updates made available to You by IRD (collectively, “Software”) in conjunction with IRD systems (“Systems”) either for the purpose of operating and/or communicating with such Systems and/or for any other purpose expressly specified in the documentation provided to You by IRD accompanying such Software (collectively, “Documentation”).

IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING, COPYING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT DOWNLOAD, INSTALL, COPY AND/OR USE THE SOFTWARE AND YOU MUST PROMPTLY CEASE USING AND DESTROY ANY COPIES OF THE SOFTWARE IN YOUR POSSESSION. FAILURE TO ABIDE BY THE TERMS OF THIS AGREEMENT MAY RESULT IN THE TERMINATION OF YOUR ACCESS TO THE SOFTWARE, SYSTEMS AND/OR ANY IRD WEBSITES, APPLICATIONS, TECHNOLOGIES AND SERVICES AND/OR ANY PORTION THEREOF.

1. Grant of Rights to Use Software. Subject to Your compliance with the terms and conditions of this Agreement, IRD hereby grants You a revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable, limited license to download, install and use the Software in machine-readable code on a single computer solely for Your use with Systems for the purpose of operating and/or communicating with such Systems and/or any other purpose expressly specified in the Documentation.

2. Restricted Activities. Except as specifically permitted by IRD in writing, You shall not, and shall not encourage or permit any third party to:

(a) modify, adapt, alter, translate or create derivative works of the Software;

(b) reverse engineer, decompile, disassemble or attempt to derive the source code for the Software, in whole or in part, except to the extent such activities are expressly permitted under appliable law;

(c) distribute, license, sublicense, lease, rent, loan or otherwise transfer the Software to any third party;

(d) remove, alter or obscure in any way the proprietary rights notices (including copyright, patent and trademark notices and symbols) of IRD or its suppliers contained on or within any copies of the Software;

(e) use the Software for the purpose of creating a product or service competitive with the Software;

(f) use the Software with any unsupported software or hardware (as described in any IRD documentation provided with the Software);

(g) use the Software for any time-sharing, outsourcing, service bureau, hosting, application service provider or like purposes; or

(h) use the Software other than as described in the IRD documentation provided therewith or for any unlawful purpose.

3. Ownership of Software. IRD and its licensors own and retain all right, title and interest, including all intellectual property rights, in and to the Software including any and all improvements, modifications and enhancements to the Software. Except for the rights expressly granted in this Agreement, You acquire no other rights, express or implied, in or to the Software and all rights not expressly granted to You hereunder are reserved by IRD and its licensors. All copies of the Software provided or made available hereunder are licensed, not sold.

4. Term. IRD may immediately terminate this Agreement and Your rights to use the Software hereunder if You breach any term of this Agreement. Upon any termination of this Agreement, the licenses granted herein will immediately terminate and You will discontinue all use of the Software. Sections 2, 3, 4, 5, 6, 7, 8 and 9 of this Agreement shall survive any such termination in accordance with their respective terms.

5. No Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALL USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”. IRD, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SOFTWARE INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TOGETHER WITH ANY AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR USAGE IN TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM IRD OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS OF THIS SECTION 5, IRD, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS DO NOT REPRESENT OR WARRANT THAT: (A) YOUR USE OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS; OR (B) YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. IN THE EVENT OF ANY INTERRUPTION OF THE SOFTWARE, IRD’S SOLE RESPONSIBILTY SHALL BE TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT THE INTERRUPTION. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLDGE AND AGREE THAT THIS AGREEMENT DOES NOT ENTITLE YOU TO ANY SUPPORT FOR THE SOFTWARE. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 5, NOTHING IN THIS SECTION 5 SHALL EXCLUDE OR LIMIT IRD’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SOFTWARE IS NOT DESIGNED, INTENDED OR WARRANTED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS INCLUDING, WITHOUT LIMITATION, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL AND/OR LIFE SUPPORT OR WEAPONS SYSTEMS.

6. Limitation of Liability. YOU AGREE THAT IRD SHALL HAVE NO LIABILITY ARISING FROM OR RELATED TO YOUR ACCESS TO AND/OR USE OF THE SOFTWARE (OR IRD’S SUSPENSION OR TERMINATION OF SUCH ACCESS AND/OR USE) REGARDLESS OF WHETHER ANY REMEDY SET OUT IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT SHALL IRD OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND/OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILTY TO USE THE SOFTWARE, EVEN IF IRD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IRD’S MAXIMUM AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT SHALL NOT, IN ANY EVENT, EXCEED ANY AMOUNTS ACTUALLY RECEIVED BY IRD FOR LICENSING THE SOFTWARE TO YOU.

7. Indemnification. You agree to indemnify, defend and hold harmless IRD and its subsidiaries, affiliates, directors, officers, employees and agents from any claim or demand, including reasonable attorneys’ fees, made by any third party arising from or in any way related to Your use of the Software and/or in violation of this Agreement. IRD shall provide You with written notice of any such claim or demand. IRD reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You which shall not excuse Your indemnity obligations in any way. In the event of Your settlement of an action, You agree to obtain IRDs prior written consent to the settlement (which consent will not be unreasonably withheld).

8. Confidentiality. You acknowledge that the Software is confidential IRD information and that it embodies certain valuable proprietary information and trade secrets. Accordingly, You agree to implement procedures to prevent other persons from obtaining access to or use of the Software without Your knowledge and IRD’s prior express written permission. You acknowledge the uniqueness of the Software and that IRD will suffer irreparable harm if you fail to abide by the terms and conditions of this Agreement. You agree that IRD may, in addition to recovering legal damages, proceed in equity to obtain injunctive relief to enjoin You from violating IRD’s rights in the Software.

9. Miscellaneous. You acknowledge that the Software may be subject to the export control laws and regulations of the jurisdiction in which the Systems were purchased or otherwise obtained by You and You warrant that You will comply in all respects with such laws and regulations. You may not use or otherwise export or re-export the Software except as authorized by law and the laws of the jurisdiction(s) in which the Systems were purchased or otherwise obtained by You. This Agreement will be governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein without reference to any conflict of laws principles. IRD and You agree to submit to the exclusive jurisdiction of the Superior Court of Justice of the Province of Ontario sitting in the City of Toronto, Ontario, Canada to resolve any legal matter arising from this Agreement. You may not assign this Agreement or any of Your rights or obligations hereunder, whether by operation of law or otherwise, without IRD’s prior written consent and any attempted assignment by You without such consent shall be void. This Agreement constitutes the entire agreement between You and IRD with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated in this Agreement. The Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods do not and will not apply to this Agreement. The failure of IRD or You to enforce any rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Any provision of this Agreement which is finally determined by a court of competent jurisdiction with no further right of appeal to be illegal, invalid, prohibited and/or unenforceable shall, as within the jurisdiction of that court only, be ineffective to the extent of such illegality, invalidity, prohibition and/or unenforceability and shall be severed from the balance of this Agreement for the purposes of that jurisdiction only, all without affecting the remaining provisions of this Agreement or affecting the legality, validity and/or enforceability of such severed provision in any other jurisdiction. IRD and You agree in good faith to reformulate any such illegal, invalid, prohibited and/or unenforceable provision to preserve the original intentions and objectives of this Agreement and to remove such illegality, invalidity, prohibition and/or unenforceability to the extent possible for the purposes of the jurisdiction in which such provision was found to be illegal, invalid, prohibited and/or unenforceable without materially reducing the value of this Agreement to IRD or You.