EULA SeisWare for CAN and INTL

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License Agreement for Canadian and International Users

SOFTWARE LICENSE AGREEMENT

ATTENTION: Please read this Agreement carefully before using the software product(s) provided by SeisWare International Inc. and note that such software product(s) may additionally include Third Party Software (as defined below), whereby SeisWare Geoscience, SeisWare Geophysics, SeisWare Geology, SeisWare Well Pad Planning and Third Party Software are herein collectively referred to as (the “Software Products”). This Agreement is a legally binding agreement between you (either an individual or a single entity) (the “End User”) and SeisWare International Inc. (“SII”). By installing, copying or using the Software Products in any manner you are explicitly agreeing to be bound by the terms of this Agreement and explicitly agree that good and sufficient consideration has passed between the End User and SII.

ARTICLE 1 - DEFINITIONS

1.1 For the purpose of this Agreement, the following capitalized terms have the meaning provided below:

(a) “Cause of Action” includes any action, regardless of its form, whether the action is in

(i) contract,

(ii) tort (including negligence), or

(iii) infringement or misappropriation of any Proprietary Rights or property rights of any third party.

(b) “License Fee” is the fee provided in the latest invoice paid by the End User.

(c) “Percentage” means the greater of: (i) 5% or (ii) the percentage increase of the all-items CPI in Canada from the immediately preceding year.

(d) “Projected Annual Increase” means the Percentage multiplied by the license fee payable by SII’s end users in the immediately-preceding year.

(e) “Proprietary Rights” include, with respect to the Software Products and all supporting documentation, all rights in copyright, patent, trade secret, trademark and all other intellectual property and other proprietary rights, whether these rights arise from Canadian or United States law.

(f) “Renewal Period” is equal to the length of the term of the subscription as stated by the last invoice paid by the End User.

(g) “Third Party” means any person or legal entity that is not SII, a SII affiliate or the Licensee.

(h) "Third Party Licensor" means the person who or entity which grants a license to SII to distribute that person's or entity's Third Party Software or other intellectual property.

(i) "Third Party Software" means software programs and/or code, including, firmware, source code, object code and/or executables shipped or otherwise provided to End User under this Agreement that are owned by a Third Party and that may be licensed to End User under the terms of this Agreement or under terms of open source software or a Third Party Licensor's licensing provisions.

(j) “Territory” means the country in which the End User’s principal place of business is located.

ARTICLE 2 - GRANT OF LICENSE

2.1 In consideration of payment of the License Fees from the End User to SII, SII grants a License to the End User upon the terms and conditions in this Agreement, including the following:

(a) the License authorizes the End User to use and install the Software Products for the End User’s internal purposes only,

(b) Except as otherwise authorized in writing by SII, the license granted in this Agreement is granted only for the Territory. Nothing in this Agreement permits the Licensee (including, without limitation, Licensee’s Personnel, if any) to install or access the License outside of the Territory.

(d) the License is renewable for additional Renewal Periods subject to the same terms and conditions of this Agreement, unless otherwise agreed by both parties, provided that the Agreement has not been previously terminated.

ARTICLE 3 - LICENSE FEE

3.1 The End User agrees to pay the License Fees.

3.2 The End User agrees that SII may, on each anniversary payment of License Fees, increase the License Fees by an amount, which will not exceed the sum of the Projected Annual Increase for each of the preceding years since SII last made such an increase to license fees for all of its end users.

ARTICLE 4 - OWNERSHIP, TITLE AND THIRD PARTY RIGHTS

4.1 The End User acknowledges that ownership of and title to the Software Products and any supporting documentation and any associated Proprietary Rights are and remain the exclusive property of SII or Third Party Licensor. It is expressly understood and agreed between SII and the End User (the “Parties”) that the End User will not acquire in any manner any rights of ownership of or title to any Proprietary Rights of the Software Products or any supporting documentation.

4.2 With respect to Third Party Software, one or more Third Party Licensors may have the same rights in the Third Party Software as those afforded SII by Section 4.1 of this Agreement, and may be able to enforce such rights directly against the End User as it pertains to the use of the Third Party Software under this Agreement.

ARTICLE 5 – DATA COLLECTION

5.1 The End User agrees that they are required to provide certain information, which may include personal information, to SII or a Third Party in order to use the license for the Software Products (“Registration Information”).

5.2 The End User agrees that SII may collect information related to the use made of the Software Products (“Usage Information”) including with the assistance of a Third Party. The Usage Information includes information about the Software Product used and the duration. SII will use the Usage Data to ensure the Software Product is being used in accordance with the license granted as well as for improving the Software Product.

5.3 Registration Information and Usage Information will not be shared with a Third Party except as necessary to provide the license to the End User.

ARTICLE 6 - LICENSE KEYS

6.1 SII will provide the End User with a decryption key or security program (the “License Keys”), which will allow the End User to use the Software Products for the duration of this Agreement and any applicable Renewal Periods.

ARTICLE 7 - MAINTENANCE PROGRAM

7.1 The Maintenance Program will be provided to the End User on payment of the License Fee.

7.2 SII or its assigned agent will for the duration of this Agreement:

(a) make reasonable efforts to keep the End User advised of any solutions to known problems,

(b) provide the End User with all of the ordinary notifications, improvements and refinements made to the Software Products and any supporting documentation which are made by SII in its ordinary course of business,

(d) provide telephone assistance and support of the Software Products during normal business hours of SII, such assistance and support excluding consultation with any person other than the End User or one of its employees, support of any program that is not part of the Software Products or support of the End User’s computer site, equipment or operations (the “Maintenance Program”).

7.3 SII reserves the right in its sole discretion to provide new releases or new versions of the Software Products as part of the Maintenance Program. Upon a new release or new version of the Software Products being provided to the End User, SII will no longer be obligated to provide the Maintenance Program for earlier releases or versions. SII will provide telephone assistance and support of the one version of the Software Products previous to the then current version of the Software Products, during normal business hours of SII, such assistance and support excluding, without limitation, consultation with any person other than the End User or one of its employees, support of any program that is not part of the Software Products or support of the End User’s computer site, equipment or operations SII is under no obligation to provide updates and/or patches to such previous versions of the Software Products. SII or its agent reserves the right to conduct any form of test to substantiate any bugs, faults or errors claimed to exist in the Software Products by the End User.

7.4 The Maintenance Program will be renewed for any Renewal Period.

ARTICLE 8 - REPRESENTATIONS AND LIMITED WARRANTY

8.1 The End User agrees that it bears the sole responsibility for determining whether the Software Products will achieve the End User’s goals and results.

8.2 SII warrants that it is entitled to license the Software Products in the manner provided in this Agreement.

8.3 THE SOFTWARE PRODUCTS AND ANY SUPPORTING DOCUMENTATION, ALONG WITH THE MAINTENANCE PROGRAM ARE PROVIDED “AS IS”. SII MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES OF:

(a) MERCHANTABILITY,

(b) FITNESS FOR A PARTICULAR PURPOSE,

(d) ERROR-FREE OPERATION.

THE ENTIRE RISK OF USING THE SOFTWARE PRODUCTS AND ITS SUITABILITY, QUALITY AND PERFORMANCE RESIDES WITH THE END USER.

ARTICLE 9 - SANCTIONS

9.1 SII and the End User acknowledge that this Agreement is subject to Canada’s economic sanctions laws made pursuant to the Criminal Code, the United Nations Act, the Special Economic Measures Act, and the Asset Freeze of Corrupt Foreign Officials Act and Regulations thereunder (the “Canadian Sanctions”).

9.2 The End User represents and warrants that as of the date of execution of this Agreement, the End User is not owned or controlled, directly or indirectly, by a designated person or entity, or by an entity owned or controlled by a designated person or entity (or agent acting on such person or entity’s behalf) that is subject to any sanction currently imposed by Canada pursuant to the Canadian Sanctions that may be in place during the term of this Agreement.

9.3 The End User shall provide immediate notice in writing to SII in the event that the End User becomes aware that it is or that it is reasonably likely that it may become owned or controlled, directly or indirectly, by a designated person or entity, or by an entity owned or controlled by a designated person or entity that is subject to any sanction imposed by Canada pursuant to Canadian Sanctions that may be in place during the term of this Agreement.

9.4 In addition to the termination rights and obligations set out herein, this Agreement may be terminated in whole or in part by SII upon written notice to the End User (the “Sanctions Termination Notice”) should SII become aware that any Canadian Sanctions or other international sanctions have been or will be imposed that impact SII’s ability to fulfill the requirements of this Agreement (“Sanctions Terminal Event”).

9.5 A termination due to a Sanctions Terminal Event shall be effective as of:

(a) the date of delivery of the Sanctions Termination Notice to the End User by SII; or

(b) such later date as set out by SII in the Sanctions Termination Notice. (the “Sanctions Termination Date”)

9.6 Except as may be otherwise noted in the Sanctions Termination Notice, SII shall cease to provide any services to the End User as of the Sanctions Termination Date.

9.7 Except as may be otherwise noted in the Sanctions Termination Notice, the End User shall be responsible for the payment of all invoices rendered by SII within sixty (60) days of the invoice dates.

ARTICLE 10 - LIMITATION OF LIABILITY

10.1 SII’S OR THIRD PARTY LICENSOR’S TOTAL LIABILITY TO THE END USER OR TO ANY THIRD PARTY FOR DAMAGES ARISING FROM ANY CAUSE OF ACTION IS, IN THE AGGREGATE, LIMITED TO THE LICENSE FEE ACTUALLY PAID BY THE END USER FOR THE LICENSE OF THE SOFTWARE PRODUCTS. THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE SOFTWARE PRODUCTS AND THAT SUCH VOLUNTARY RISK ALLOCATION REPRESENTS A FUNDAMENTAL PART OF THE AGREEMENT BETWEEN THE END USER AND SII.

ARTICLE 11 - NO DAMAGES

11.1 SII and Third party Licensor are not liable for any special, indirect, incidental, consequential, exemplary, punitive or any similar or other damages of any nature suffered by the End User whatsoever including, without limitation, loss or use or lack of availability of the End User’s facilities, including its computer resources and any stored data, loss of profits or revenue, or other commercial loss, or any claim for contribution or indemnity in respect of any claims against the End User, regardless of whether SII has been advised of the possibility of such damages and regardless of whether the damages arose because of wilful conduct or negligence.

ARTICLE 12 - INDEMNITY

12.1 The End User agrees to indemnify and hold harmless SII and Third Party Licensor, its employees, agents and assigns from and against any costs, loss, damages, claims or expenses suffered by SII or Third Party Licensor resulting directly from the End User’s wrongful use of the Software Products and any modifications or upgrades provided under the Maintenance Program (the “Indemnity”). Provided however, that the Indemnity shall not extend to any loss, costs or damages suffered by SII or Third Party Licensor arising from any claims for infringement of the Software (including modifications and upgrades), or any component thereof, brought against SII or Third Party Licensor by a third party. The Indemnity extends beyond the termination of this Agreement.

12.2 SII, at its own expense, will indemnify, defend, and hold harmless End User from and against any claim or award of costs and damages finally awarded or agreed to in settlement to the extent that it is based on a claim that the Software Products infringes any copyright, patent, or trade secret of a third party. SII’s obligations under this Section is conditioned upon End User providing SII with prompt written notice of such claim, providing SII the sole right to control the defense and settlement of all such claims, lawsuits, and other proceedings; and End User providing SII with reasonable assistance in the defense and settlement of such claims, at SII’s expense. In no event shall End User settle any such claim, lawsuit, or proceeding without SII's prior written approval, and SII shall have no liability for any settlement or compromise made without its consent. SII shall have no liability for any claim under this section if said infringement claim is based on the use of the Software Products in combination with any materials not provided by SII, to the extent that such claim would not have been made except for the combination.

12.3 In the event a third party infringement claim is made and the use of the Software Products is enjoined or prevented by injunction, in its sole election and at its expense to (i) procure for End User the right to continue to use the Software Products pursuant to this Agreement; (ii) replace or modify the Software Products to make it non-infringing, provided that such replacement or modification does not materially decrease the functionality of the Software Products; or (iii) terminate this Agreement and refund to End User the prorated unused portion of payments made in advanced. SII agrees to use option

(iii) above only in the event that options (i) and (ii) are commercially impracticable.

ARTICLE 13 - NON-DISCLOSURE

13.1 The End User agrees that it will not sublicense, sell, assign, convey, auction, copy, duplicate, modify, enhance, alter, merge, embed or otherwise transfer the Software Products or any supporting documentation without the prior written consent of SII and Third Party Licensor, such consent not to be unreasonably withheld.

13.2 The End User agrees to take all reasonable steps to protect and safeguard the Software Products and any supporting documentation and all their associated Proprietary Rights from disclosure to any other party including, without limitation, taking such reasonable security precautions as SII may request and such precautions as are taken by the End User to protect its own confidential information.

13.3 The End User agrees to ensure that any person that has access to the Software Products or any supporting documentation will not use them in a manner inconsistent with any of the terms of this Agreement.

13.4 The End User agrees that it will not, in any manner, without the prior written consent of SII and Third Party Licensor:

(a) part with possession, display, loan, assign, mortgage, charge or otherwise grant a security interest in, license or sublicense, in whole or in part, temporarily or permanently, any of the Software Products or any supporting documentation,

(b) use the Software Products in a computer service business, network, timesharing, service bureau, multiple central processing unit or multiple user arrangement,

(d) use the Software Products on any central processing unit of a computer system other than a computer system owned, leased or rented by the End User, or

(e) alter, remove or destroy any copyright, trade secret or other propriety markings or confidentiality agendas or notices placed on or contained in the Software Products or any supporting documentation.

ARTICLE 14 - RETURN OF LICENSED SOFTWARE

14.1 Upon termination of this Agreement the End User must return all representations in any form or medium and all copies (whether permitted or otherwise) of the Software Products and any supporting documentation, the License Keys and any other materials provided by SII. Should the License Keys not be returned, a nominal administration and replacement fee may be charged.

14.2 Upon termination of this Agreement the End User must permanently eliminate from all of its computer systems, central processing units and all other information storage systems, any representation, reproduction or transcription of the Software Products and any supporting documentation and provide SII with a properly executed statutory declaration to that effect.

ARTICLE 15 - TERMINATION OF LICENSE

15.1 If the End User fails to perform or breaches any term of this Agreement then SII may serve a written notice upon the End User specifying the breach. If the breach is not remedied within fifteen (15) days of sending such notice, SII may, at its sole option and discretion, and without further notice, terminate this Agreement and the End User’s access to and use of all services provided in this Agreement. SII’s termination of this Agreement does not terminate the End User’s obligations under this Agreement.

ARTICLE 16 - GENERAL

16.1 Time is of the essence in this Agreement.

16.2 SII reserves the right to modify, update, or amend the terms of this Agreement from time to time. Any material changes to the Agreement will take effect upon the earlier of: (a) the End User’s renewal of their license at the end of the applicable subscription term (monthly, quarterly, or annual); or (b) the End User’s installation of a new or updated version of the Software Products. SII will provide notice of any changes at least 30 days before the effective date of such changes through email notification and/or in-product notifications. Continued use of the Software Products after the effective date constitutes acceptance of the updated Agreement. If the End User does not agree to the updated terms, they may discontinue their license at the end of the license term.

16.3 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the offending provision will be severed from the Agreement and the other provisions of this Agreement will remain in full force.

16.4 The headings used in this Agreement are for reference only and have no legal effect.

16.5 This Agreement is governed by, and must be construed in accordance with, the laws of the Province of Alberta, Canada. In the event of any dispute under this Agreement, the parties attorn to the jurisdiction of the Courts of Alberta, Canada.

16.6 This Agreement constitutes the entire agreement between the End User and SII and supersedes all prior and contemporaneous discussions, negotiations, agreements, representations and warranties of any kind.

License Agreement for USA

SOFTWARE LICENSE AGREEMENT

ATTENTION: Please read this Agreement carefully before using the software product(s) provided by SeisWare Inc. and note that such software product(s) may additionally include Third Party Software (as defined below), whereby SeisWare Geoscience, SeisWare Geophysics, SeisWare Geology, SeisWare Well Pad Planning and Third Party Software are herein collectively referred to as (the “Software Products”). This Agreement is a legally binding agreement between you (either an individual or a single entity) (the “End User”) and SeisWare Inc. (“SI”). By installing, copying or using the Software Products in any manner you are explicitly agreeing to be bound by the terms of this Agreement and explicitly agree that good and sufficient consideration has passed between the End User and SI.

ARTICLE 1 - DEFINITIONS

1.1 For the purpose of this Agreement, the following capitalized terms have the meaning provided below:

(a) “Cause of Action” includes any action, regardless of its form, whether the action is in

(i) contract,

(ii) tort (including negligence), or

(iii) infringement or misappropriation of any Proprietary Rights or property rights of any third party.

(b) “License Fee” is the fee provided in the latest invoice paid by the End User.

(c) “Percentage” means the greater of: (i) 5% or (ii) the percentage increase of the all-items CPI in Canada from the immediately preceding year.

(d) “Projected Annual Increase” means the Percentage multiplied by the license fee payable by SI’s end users in the immediately-preceding year.

(f) “Renewal Period” is equal to the length of the term of the subscription as stated by the last invoice paid by the End User.

(g) “Third Party” means any person or legal entity that is not SI, a SI affiliate or the Licensee.

(h) "Third Party Licensor" means the person who or entity which grants a license to SI to distribute that person's or entity's Third Party Software or other intellectual property.

(j) “Territory” means the country in which the End User’s principal place of business is located.

ARTICLE 2 - GRANT OF LICENSE

2.1 In consideration of payment of the License Fees from the End User to SI, SI grants a License to the End User upon the terms and conditions in this Agreement, including the following:

(a) the License authorizes the End User to use and install the Software Products for the End User’s internal purposes only,

(b) Except as otherwise authorized in writing by SI, the license granted in this Agreement is granted only for the Territory. Nothing in this Agreement permits the Licensee (including, without limitation, Licensee’s Personnel, if any) to install or access the License outside of the Territory.

ARTICLE 3 - LICENSE FEE

3.1 The End User agrees to pay the License Fees.

3.2 The End User agrees that SI may, on each anniversary payment of License Fees, increase the License Fees by an amount, which will not exceed the sum of the Projected Annual Increase for each of the preceding years since SI last made such an increase to license fees for all of its end users.

ARTICLE 4 - OWNERSHIP, TITLE AND THIRD PARTY RIGHTS

4.1 The End User acknowledges that ownership of and title to the Software Products and any supporting documentation and any associated Proprietary Rights are and remain the exclusive property of SI or Third Party Licensor. It is expressly understood and agreed between SI and the End User (the “Parties”) that the End User will not acquire in any manner any rights of ownership of or title to any Proprietary Rights of the Software Products or any supporting documentation.

4.2 With respect to Third Party Software, one or more Third Party Licensors may have the same rights in the Third Party Software as those afforded SI by Section 4.1 of this Agreement, and may be able to enforce such rights directly against the End User as it pertains to the use of the Third Party Software under this Agreement.

ARTICLE 5 – DATA COLLECTION

5.1 The End User agrees that they are required to provide certain information, which may include personal information, to SI or a Third Party in order to use the license for the Software Products (“Registration Information”).

5.2 The End User agrees that SI may collect information related to the use made of the Software Products (“Usage Information”) including with the assistance of a Third Party. The Usage Information includes information about the Software Product used and the duration. SI will use the Usage Data to ensure the Software Product is being used in accordance with the license granted as well as for improving the Software Product.

5.3 Registration Information and Usage Information will not be shared with a Third Party except as necessary to provide the license to the End User.

ARTICLE 6 - LICENSE KEYS

6.1 SI will provide the End User with a decryption key or security program (the “License Keys”), which will allow the End User to use the Software Products for the duration of this Agreement and any applicable Renewal Periods.

ARTICLE 7 - MAINTENANCE PROGRAM

7.1 The Maintenance Program will be provided to the End User on payment of the License Fee.

7.2 SI or its assigned agent will for the duration of this Agreement:

(a) make reasonable efforts to keep the End User advised of any solutions to known problems,

(d) provide telephone assistance and support of the Software Products during normal business hours of SI, such assistance and support excluding consultation with any person other than the End User or one of its employees, support of any program that is not part of the Software Products or support of the End User’s computer site, equipment or operations (the “Maintenance Program”).

7.3 SI reserves the right in its sole discretion to provide new releases or new versions of the Software Products as part of the Maintenance Program. Upon a new release or new version of the Software Products being provided to the End User, SI will no longer be obligated to provide the Maintenance Program for earlier releases or versions. SI will provide telephone assistance and support of the one version of the Software Products previous to the then current version of the Software Products, during normal business hours of SI, such assistance and support excluding, without limitation, consultation with any person other than the End User or one of its employees, support of any program that is not part of the Software Products or support of the End User’s computer site, equipment or operations SI is under no obligation to provide updates and/or patches to such previous versions of the Software Products. SI or its agent reserves the right to conduct any form of test to substantiate any bugs, faults or errors claimed to exist in the Software Products by the End User.

7.4 The Maintenance Program will be renewed for any Renewal Period.

ARTICLE 8 - REPRESENTATIONS AND LIMITED WARRANTY

8.1 The End User agrees that it bears the sole responsibility for determining whether the Software Products will achieve the End User’s goals and results.

8.2 SI warrants that it is entitled to license the Software Products in the manner provided in this Agreement.

8.3 THE SOFTWARE PRODUCTS AND ANY SUPPORTING DOCUMENTATION, ALONG WITH THE MAINTENANCE PROGRAM ARE PROVIDED “AS IS”. SI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES OF:

(a) MERCHANTABILITY,

(b) FITNESS FOR A PARTICULAR PURPOSE,

(d) ERROR-FREE OPERATION.

THE ENTIRE RISK OF USING THE SOFTWARE PRODUCTS AND ITS SUITABILITY, QUALITY AND PERFORMANCE RESIDES WITH THE END USER.

ARTICLE 9 - LIMITATION OF LIABILITY

9.1 SI’S OR THIRD PARTY LICENSOR’S TOTAL LIABILITY TO THE END USER OR TO ANY THIRD PARTY FOR DAMAGES ARISING FROM ANY CAUSE OF ACTION IS, IN THE AGGREGATE, LIMITED TO THE LICENSE FEE ACTUALLY PAID BY THE END USER FOR THE LICENSE OF THE SOFTWARE PRODUCTS. THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE SOFTWARE PRODUCTS AND THAT SUCH VOLUNTARY RISK ALLOCATION REPRESENTS A FUNDAMENTAL PART OF THE AGREEMENT BETWEEN THE END USER AND SI.

ARTICLE 10 - NO DAMAGES

10.1 SI and Third party Licensor are not liable for any special, indirect, incidental, consequential, exemplary, punitive or any similar or other damages of any nature suffered by the End User whatsoever including, without limitation, loss or use or lack of availability of the End User’s facilities, including its computer resources and any stored data, loss of profits or revenue, or other commercial loss, or any claim for contribution or indemnity in respect of any claims against the End User, regardless of whether SI has been advised of the possibility of such damages and regardless of whether the damages arose because of willful conduct or negligence.

ARTICLE 11 - INDEMNITY

11.1 The End User agrees to indemnify and hold harmless SI and Third Party Licensor, its employees, agents and assigns from and against any costs, loss, damages, claims or expenses suffered by SI or Third Party Licensor resulting directly from the End User’s wrongful use of the Software Products and any modifications or upgrades provided under the Maintenance Program (the “Indemnity”). Provided however, that the Indemnity shall not extend to any loss, costs or damages suffered by SI or Third Party Licensor arising from any claims for infringement of the Software (including modifications and upgrades),

or any component thereof, brought against SI or Third Party Licensor by a third party. The Indemnity extends beyond the termination of this Agreement.

11.2 SI, at its own expense, will indemnify, defend, and hold harmless End User from and against any claim or award of costs and damages finally awarded or agreed to in settlement to the extent that it is based on a claim that the Software Products infringes any copyright, patent, or trade secret of a third party. SI’s obligations under this Section is conditioned upon End User providing SI with prompt written notice of such claim, providing SI the sole right to control the defense and settlement of all such claims, lawsuits, and other proceedings; and End User providing SI with reasonable assistance in the defense and settlement of such claims, at SI’s expense. In no event shall End User settle any such claim, lawsuit, or proceeding without SI's prior written approval, and SI shall have no liability for any settlement or compromise made without its consent. SI shall have no liability for any claim under this section if said infringement claim is based on the use of the Software Products in combination with any materials not provided by SI, to the extent that such claim would not have been made except for the combination.

11.3 In the event a third party infringement claim is made and the use of the Software Products is enjoined or prevented by injunction, in its sole election and at its expense to (i) procure for End User the right to continue to use the Software Products pursuant to this Agreement; (ii) replace or modify the Software Products to make it non-infringing, provided that such replacement or modification does not materially decrease the functionality of the Software Products; or (iii) terminate this Agreement and refund to End User the prorated unused portion of payments made in advanced. SI agrees to use option

(iii) above only in the event that options (i) and (ii) are commercially impracticable.

ARTICLE 12 - NON-DISCLOSURE

12.1 The End User agrees that it will not sublicense, sell, assign, convey, auction, copy, duplicate, modify, enhance, alter, merge, embed or otherwise transfer the Software Products or any supporting documentation without the prior written consent of SI and Third Party Licensor, such consent not to be unreasonably withheld.

12.2 The End User agrees to take all reasonable steps to protect and safeguard the Software Products and any supporting documentation and all their associated Proprietary Rights from disclosure to any other party including, without limitation, taking such reasonable security precautions as SI may request and such precautions as are taken by the End User to protect its own confidential information.

12.3 The End User agrees to ensure that any person that has access to the Software Products or any supporting documentation will not use them in a manner inconsistent with any of the terms of this Agreement.

12.4 The End User agrees that it will not, in any manner, without the prior written consent of SI and Third Party Licensor:

(b) use the Software Products in a computer service business, network, timesharing, service bureau, multiple central processing unit or multiple user arrangement,

(d) use the Software Products on any central processing unit of a computer system other than a computer system owned, leased or rented by the End User, or

ARTICLE 13 - RETURN OF LICENSED SOFTWARE

13.1 Upon termination of this Agreement the End User must return all representations in any form or medium and all copies (whether permitted or otherwise) of the Software Products and any supporting documentation, the License Keys and any other materials provided by SI. Should the License Keys not be returned, a nominal administration and replacement fee may be charged.

13.2 Upon termination of this Agreement the End User must permanently eliminate from all of its computer systems, central processing units and all other information storage systems, any representation, reproduction or transcription of the Software Products and any supporting documentation and provide SI with a properly executed statutory declaration to that effect.

ARTICLE 14 - TERMINATION OF LICENSE

14.1 If the End User fails to perform or breaches any term of this Agreement then SI may serve a written notice upon the End User specifying the breach. If the breach is not remedied within fifteen (15) days of sending such notice, SI may, at its sole option and discretion, and without further notice, terminate this Agreement and the End User’s access to and use of all services provided in this Agreement. SI’s termination of this Agreement does not terminate the End User’s obligations under this Agreement.

ARTICLE 15 - GENERAL

15.1 Time is of the essence in this Agreement.

15.2 SI reserves the right to modify, update, or amend the terms of this Agreement from time to time. Any material changes to the Agreement will take effect upon the earlier of: (a) the End User’s renewal of their license at the end of the applicable subscription term (monthly, quarterly, or annual); or (b) the End User’s installation of a new or updated version of the Software Products. SI will provide notice of any changes at least 30 days before the effective date of such changes through email notification and/or in-product notifications. Continued use of the Software Products after the effective date constitutes acceptance of the updated Agreement. If the End User does not agree to the updated terms, they may discontinue their license at the end of the license term.

15.3 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the offending provision will be severed from the Agreement and the other provisions of this Agreement will remain in full force.

15.4 The headings used in this Agreement are for reference only and have no legal effect.

15.5 This Agreement is governed by, and must be construed in accordance with, the laws of the Province of Alberta, Canada. In the event of any dispute under this Agreement, the parties attorn to the jurisdiction of the Courts of Alberta, Canada.

15.6 This Agreement constitutes the entire agreement between the End User and SI and supersedes all prior and contemporaneous discussions, negotiations, agreements, representations and warranties of any kind.

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