End User License Agreement

Important! By downloading, using, or accessing any of our devices, software, services and other products, including updates and upgrades thereof (collectively “Products”), you conclude a legally binding agreement based on the terms of this Gray Box Solutions End User Agreement (“Agreement”) with Gray Box Solutions Inc. (“GBS” or “WE”) on behalf of yourself, unless you are acting and authorized to act for a company or other organization in which case the agreement is with such organization and any references to “You” herein means such organization. If you do not wish to agree, do not install, use, access or retain any of our products and return any products you have purchased to the seller from which you have purchased such products for a full refund of the purchase price.

1. License.

We grant you a limited, revocable, non-exclusive right to use any software, firmware and intellectual property (collectively, “software”) embodied in Products solely for your own internal business purposes, on the condition and so long as you comply with all terms and conditions of this Agreement. Except as otherwise provided herein, such rights are non-assignable, non-transferable and non-sublicensable. You may not extract, copy or use the software in connection with any other product or for use on any other device.

2. Products Ownership.

The Products are protected by copyright and other intellectual property rights. Software and services are not sold, but only licensed or made available on a limited basis. Notwithstanding anything to the contrary herein, and notwithstanding any reference to the sale of any product to you hereunder, except for the rights expressly granted to you under this Agreement, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Products and any copies thereof (regardless of the form or media upon which such copies are recorded) are and shall remain exclusively owned by us and our licensors. You shall not remove or attempt to remove any marks, labels and legends from Products.

3. Protective Measures.

Products may contain technological measures (including the ability to disable the Products) designed to prevent the illegal usage of software or other violations of this Agreement or applicable law. You agree not to circumvent or attempt to circumvent such measures.

4. Updates and Patches.

We shall continuously improve our Products and may, from time to time, cause software updates to be automatically installed with or without prior notification to you or provide access to updates through our website. You hereby consent to such automatic installations and agree to use only the updated version once it has been installed.

5. Restrictions.

To the fullest extent permissible under applicable law, you agree not to: (a) disclose, transfer or transmit in any manner any services, software or other copyrightable or licensed elements of Products whether temporarily or permanently; (b) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any software elements of Products; (c) use Products in a manner that violates laws or rights of others; (d) use the Products as part of a fail-safe design for dangerous or emergency applications or as part of control measures required for hazardous materials, life support systems, munitions or weapons; (e) engage in any activity that interferes or disrupts services or any computer, software, network or other device used to provide the services; or (f) attempt, or cause, permit or encourage any other person to do any of the foregoing.

6. Compliance.

You shall comply with all applicable laws, including export control laws and regulations of the USA and Canada. You shall not export or re-export any Product directly or indirectly in contravention of such laws and regulations. You further acknowledge that the Products cannot be exported to, or used in, countries which are listed on Canada’s Area Control List, including (as of the date of this Agreement) North Korea.

7. Security

You are solely responsible for your failure to keep all user identifications and passwords (your “Login Credentials”) secure. If you believe the security of your Login Credentials has been compromised, or you suspect unauthorized use, you will promptly notify us. We will be entitled to treat all communications, instructions and transactions as authorized by you if your Login Credentials are used unless you have notified us of compromise or unauthorized use of your Login Credentials. If we suspect, in our reasonable opinion, fraudulent or unauthorized activity on your account, we reserve the right to terminate or suspend your access to our website or any applicable services or both and will contact you to advise of this decision.

8. Confidentiality and Data Transfer.

We maintain reasonable technical and organizational security and data storage policies and measures for facilities within our control. Data may be stored or transmitted through third party facilities, third party services or common carriers, including without limitation the internet, in the course of using our Products. You shall not provide third parties with access to any software and non-public information in and regarding the Products and any other confidential information that we provide without our prior written consent, except to your own employees, subject to adequate confidentiality agreements. We will not disclose your data to any third party except in the following circumstances: (i) to our service providers, who have a need to know in order to assist us in providing Products to you, and who have all agreed to confidentiality terms and use restrictions similar to those set forth herein; (ii) with your consent; (iii) to comply with a subpoena, warrant, court order or other legal requirement (but to the extent practicable and unless prohibited from doing so, we will provide you notice of the disclosure so that you may seek a protective order or otherwise object to the disclosure); or (iv) where a company acquires us. For more information, please see the Customer Data section in Schedule B of the Gray Box Solutions Master Customer Agreement .

9. Feedback.

You understand and agree that any feedback, input, suggestions, recommendations, troubleshooting information or other similar information that you provide or which is made available to us may be used by us to modify, enhance, maintain and improve our Products and shall become our exclusive property without any obligation or payment to you or to any of your customers whatsoever.

10. Our Limited Product Warranty.

We warrant that during the Warranty Period each Product will perform in accordance with the written specifications that we issue with respect to such Product, subject to the limitations and conditions set forth in our specifications and this Agreement, when used in accordance with our documentation and specifications. “Warranty Period” means either: (a) the one year period commencing on the activation date; or (b) the lifetime of the active subscription. Provided you properly complete and we receive from you, a support case via support@grayboxsolutiosn.com, we will use commercially reasonable efforts to correct any material defects in software and services. We reserve the right to replace any software with a more current version or platform in our sole discretion. To the maximum extent permitted by applicable law, the foregoing constitutes your sole and exclusive remedy and our sole and exclusive obligation for any breach of the foregoing warranty.

11. Conditions and Exclusions.

Any products, services or items made or supplied by third parties are not covered by our limited warranty and we are not responsible for malfunctions by or in such products, services or items. You may need to purchase, license or procure products, software, data or services from third parties to enable the full use or functionality of our Products. You are responsible for ensuring that all such third party products, software, data or services meet our minimum requirements, including without limitation, processing speed, memory, client software, internet access, internet or other communication channel bandwidth.

12. Warranty Disclaimer.

Except as expressly set forth in this agreement, to the maximum extent permitted by applicable law, we disclaim all representations, warranties and conditions, express or implied, including without limitation any terms, representations, warranties or conditions of merchantability, durability, fitness for a particular purpose, non-infrindgement, title, quiet enjoyment or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade. Without limiting the generality of the foregoing, we cannot and do not represent, warrant or covenant that: (A) any of the products will meet your business or other requirements; (B) the products will operate or be provided without interruption; (C) the products will be error-free, virus-free or that the results obtained from their use will be accurate, reliable or current (D) any errors in the products can be corrected or found in order to be corrected. Moreover, without limiting the generality of section 12 (Conditions and Exlusions) we do not endorse, and make no representation, or warranty with respect to, and assume no responsibility, obligation or liability for, any non-GBS products, software, data or services including but not limited to wireless services, mapping services, posted road speed services, internet bandwidth and cloud storage.

13. Indemnification.

Unless prohibited by applicable law, you shall indemnify and hold harmless GBS, its agents, suppliers, licensors, service providers, distributors, sub-distributors, contractors, successors or assigns, and their respective directors, officers shareholders, employees, agents and representatives (each an “indemnified Party”), from and against any and all damages, liabilities, costs, losses and expenses (including reasonable legal costs and fees) arising from or related to any claim, demand, complaint or action by a third party arising out of or incident to: (A) your actions or failure to act under or related to this agreement; or (B) your breach of any third party terms incorporated herein by reference.

14. Limitations of Liability.

You agree that, to the maximum extent permitted by applicable law, in no event shall the liability of all indemnified parties to you hereunder or otherwise in respect of the products exceed the amount you have paid for the products or services or the rights to use the software in the twelve month period immediately preceding the time the cause of action arose, subject to any lesser limitation of liability in any terms incorporated herein by reference (including, without limitation any third party terms) if applicable. Notwithstanding any other provision in this agreement, to the maximum extent permitted by profits, loss of data, business information or loss of use thereof failure to realize expected profits or savings, cost of capital, loss of business opportunities, loss of goodwill or any other non-direct, pecuniary, commercial or economic loss or damage of any kind whether foreseen or unforeseen arising from or incidental to this agreement. For greater certainty, the foregoing limitations and exlusions of liability shall not apply to (A) either party’s indemnification obligations hereunder; or (B) infringement or misappropriation of the other party’s intellectual property rights.

15. Applicability.

The limitations, exclusions and disclaimers in this agreement will apply irrespective of the nature or form of the claim, cause of action, demand, or action, including breach of contract, tort (including negligence), strict liability, product liability or any other legal or equitable theory and shall apply notwithstanding the failure of the essential purpose of this agreement or of any remedy contained herein.

16. Termination.

We reserve the right to terminate this Agreement in whole or in part with or without notice if: (a) you materially breach or otherwise materially fail to comply with any provision of this Agreement; (b) we determine that any registration information you submit or any update thereof is not true, accurate, complete or current; (c) you become insolvent or bankrupt; (d) you reorganize your business, make an assignment under or otherwise take advantage as a debtor of, bankruptcy or insolvency laws, including having a trustee or receiver appointed; (e) any steps are taken to wind up or otherwise terminate your existence as a legal entity; or (f) you cease operating your business. You may terminate the grant of rights to use the software or the provision of services by ceasing use of same. Upon any termination of this Agreement: (i) any and all rights granted to you under this Agreement shall immediately cease; (ii) you shall destroy, to the extent practicable, all copies of the software in your possession or control; (iii) if so requested by us, you shall certify in writing that all such copies of the software in your possession or control have been destroyed; and (iv) you shall cease all usage of the services. Upon request we will transmit to you a copy of data stored on our systems as of the date of termination, and we may condition this assistance on payment of reasonable fees and cost reimbursements, based on the size of the database and complexity of the task.

17. Assignment.

This Agreement and any rights granted to you under this Agreement may not be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void, except that you may assign this Agreement in its entirety to a purchaser of all or substantially all of your assets or business or in connection with a merger, amalgamation, reorganization or similar transaction without consent and upon written notice to us. Subject to the foregoing, this Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of you and us. This Agreement may be assigned or novated by us in our sole discretion by way of written notice to you.

18. Choice of Law.

This Agreement will be governed by and construed under the laws of the Province of Alberta without giving effect to its conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each party hereby irrevocably attorns and agrees to the exclusive jurisdiction of the provincial and federal courts of the Province of Alberta for any claim related to this Agreement or the Products and agrees not to bring any action, claim, suit or proceeding against the other party, its affiliates or agents (or any officer, director, or employee thereof) other than in such courts.

19. Related Third Party Provider Terms.

Our related third party providers require us to obtain your agreement to certain terms and conditions prescribed by them. The Third Party Provider Terms are set out at the following Link. These third party terms are hereby incorporated by reference into and form part of this Agreement and contain license and use limitations; limitations of liability; disclaimers; choice of law, arbitration and forum selection clauses; and other important terms and conditions that affect your rights and obligations. GBS accepts no responsibility or liability for the services of such providers. By signifying your agreement to this Gray Box Solutions End User Agreement you are also signifying your agreement to these third party terms.

20. Entire Agreement.

This Agreement constitutes the entire and exclusive agreement between you and us with respect to the subject matter of this Agreement and cancels and supersedes any prior and contemporaneous understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and us, oral or written other than as expressly set forth in this Agreement and any terms expressly incorporated herein by reference. The headings in this Agreement are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

21. Severability.

To the extent that any provision of this Agreement is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and you and we will use our respective best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of this Agreement shall continue in full force and effect with respect to all other provisions.

22. Amendments and Waivers.

You agree that we may change the terms of this Agreement from time to time by notifying you via our website, email or other means. You agree to accept, and you hereby accept, any changes in Third Party Terms and other terms of this Agreement, unless the changes impose commercially unreasonable disadvantages on you. If a change imposes commercially unreasonable disadvantages on you and we receive a written objection from you within 30 days of the date when you received notice or you should have noticed the change, we may, at our sole option and discretion, (a) reverse such change with the effect that the immediately prior version of this Agreement shall continue to apply to you, or (b) terminate this Agreement and your use of the Products and refund to you, upon receipt of all devices, documentation and deliverables, in good working condition, subject to ordinary wear and tear, in your possession (aa) the amount paid to us for any devices and software, depreciated on a 36 months straight line basis, accounting for your use, and (bb) any prepaid services fees paid to us for time periods after the effective date of the change to which you objected in accordance with this Agreement. No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

23. Force Majeure.

Each party shall be relieved of their respective obligations hereunder and will not be liable to the other or to any third party if the affected party is unable or fails to perform any of its obligations under this Agreement, as a result of any fire, explosion, war, riot, strike, walk-out, labour dispute, flood, shortage of water, power, labour, transportation facilities or necessary materials or supplies, default or failure of carriers, breakdown in or the loss of production or anticipated production from plant or equipment, act of God or public enemy, act of war or terrorism, any law, act or order of any court, board, government, state-sponsored actor or other authority, or any other cause (whether or not of the same character as the foregoing) beyond the affected party’s reasonable control, for so long as such cause prevents the affected party from so performing, provided however that the other party may terminate this Agreement if the affected party is unable to perform its obligations for a period of 30 days or more, upon written notice to the other during the time the affected party is prevented from so performing.

Third Party Provider Terms: