Speediful - License Agreement

Version 1.0 - Last Updated: November 14, 2025

  1. Acceptance of Terms

By clicking “Accept,” signing any Order Form, completing any registration or activation process, or downloading, installing, or using the Software, the individual taking such action on behalf of the Customer acknowledges and agrees that they have read, understood, and agree to be bound by the terms of this Agreement. The individual further represents and warrants that they have the authority to bind the Customer to this Agreement. If the Customer does not agree to these terms, or if the individual does not have such authority, the Customer must not download, install, or use the Software.

  1. Overview

  1. This License Agreement is entered into between Speediful Solutions Inc., a Canadian company registered under the Canada Business Corporations Act with a registered office at 400-22 East 5th Ave, c/o Julia Lin Law, Vancouver, BC, V5T 1G8 (“Speediful”) and the customer identified in the applicable Order Form (“Customer”). This Agreement is effective as of the earlier of: i) the date of the first Order Form issued and accepted hereunder; ii) the date on which an authorized representative of the Customer clicks “Accept”, or otherwise electronically agrees to this Agreement; or iii) the date the Customer first accesses, downloads, or installs the Software, including under any evaluation or free trial period. Speediful and the Customer are each referred to herein as a “Party” and collectively as the “Parties”.
  2. Speediful provides software and related materials that it has developed and owns,  including executable code, source code, algorithms, structures, ideas, know-how, documentation, and data that synchronizes data between Salesforce and Microsoft SQL Server securely, accurately, and bi-directionally (the “Software”). The Software is installed and operated on the Customer’s own systems and infrastructure. Speediful does not host, store, or process any Customer Data on its own systems except for information submitted by the Customer’s administrator for the purpose of licensing and provisioning the Software.
  3. Speediful may modify the Agreement from time to time. Any changes to the Agreement will become effective: (i) immediately with respect to new features or as required by Applicable Law; and (ii) for existing customers, upon renewal of their current Term or entry into a new Order Form.

  1. Definitions

Capitalized terms have the meanings set forth below. Other capitalized terms are defined in context throughout this Agreement.

  1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  2. ‍“Agreement” means this License Agreement, including exhibits, schedules, addenda, and any Order Forms.
  3. “Applicable Law” means all laws, statutes, regulations, ordinances, codes, and other requirements of any governmental authority that apply to a Party in connection with its performance of this Agreement, including those relating to data protection, privacy, export control, and the provision, use, and installation of the Software, in each case as amended from time to time.
  4. “Customer” means the entity that has executed an Order Form to license the Software.
  5. “Customer Data” means all data the Customer processes through the Software or provides to Speediful, excluding Usage Data.
  6. “Documentation” means online user guides and knowledge articles available at https://docs.speediful.com/, as may be updated from time to time.
  7. “Fees” means the License fees payable by the Customer to Speediful for the Software, as set forth in the applicable Order Form. Fees are exclusive of applicable taxes.
  8. “Intellectual Property” means all tangible and intangible rights, materials, and assets of an intellectual or proprietary nature, including without limitation: software and source code, algorithms, tools, technologies, databases, designs, documentation, drawings, models, methods, processes, inventions (whether patentable or not), discoveries, know-how, trade secrets, trademarks, trade names, logos, brands, and other distinctive identifiers, and all related improvements, modifications, and derivative works. 
  9. “License” means the limited right granted by Speediful to the Customer to install, access, and use the Software during the applicable Term, in accordance with this Agreement and any applicable Order Form.
  10. “Order Form” means a document executed by the Parties describing the Software, applicable Fees, Term, and any other terms and conditions governing the Customers’ Software License.
  11. “Salesforce” means the cloud-based platform and related applications provided by Salesforce, Inc., including, without limitation, the Salesforce Customer Relationship Management (CRM) software.
  12. “Usage Data” means anonymized, de-identified, and aggregated data derived from the Customer’s use or access to the Software.
  13. “User” means any individual with access to use the Software under the Customer’s account.

  1. License Grant

Subject to the terms of the Agreement and payment of applicable Fees, Speediful grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install, operate, and use the Software on the Customer’s internal systems or on the systems of Customer’s own customers (the “End Customers”), solely for Customer’s internal business purposes and in the ordinary course of providing its services or deliverables to the End Customers, in accordance with the Documentation and the Authorized Domain(s) specified in the Order Form.

  1. Term, Renewals, and Termination

  1. This Agreement begins on the Effective Date and continues until all Licenses granted under it have expired or been terminated. The term for each License is set out in the applicable Order Form. Each License will commence on the start date specified in the applicable Order Form and continue for the period specified therein (the “Initial Term”). Upon expiration of the Initial Term, the License will automatically renew for successive periods of the same duration (“Renewal Term”) unless either Party gives written notice of non-renewal at least thirty (30) days before the current term ends, or as specified in the Order Form. The Initial Term and any Renewal Term(s) are collectively referred to as the “Term.”
  2. Either Party may terminate this Agreement immediately upon written notice if:
  1. the other Party commits a material breach that is not capable of being cured, or, if capable of being cured, fails to cure such breach within thirty (30) days after receiving written notice thereof; or
  2. the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
  1. Upon termination, the Customer shall pay all License Fees through to the effective date of termination. If termination results from Speediful’s uncured material breach, Speediful will refund any prepaid, unused Fees.
  2. Upon termination or expiration of this Agreement, the Customer may request a copy of any Customer Data in Speediful’s possession within thirty (30) days, after which Speediful will securely delete any and all copies of Customer Data from its systems except as required by Applicable Law.

  1. Trial Use

  1. From time to time, Speediful may make the Software, or certain features or functionality of it, available to the Customer on a trial, evaluation, beta, limited-release, developer-preview, or other pre-release basis (collectively, the “Trial Use”). Unless otherwise agreed in writing, Trial Use is provided solely for the Customer’s internal evaluation and only for the period specified by Speediful. Speediful may modify, suspend, or terminate any Trial Use at any time in its sole discretion.
  2. Trial Use is provided “as is” and without any warranty, indemnity, or service level commitment of any kind. To the fullest extent permitted by law, Speediful will have no liability to the Customer or any third party for any damages of any kind arising from or relating to any Trial Use, including, without limitation, direct, indirect, incidental, special, punitive, or consequential damages, or loss of profits, data, or use. Where such exclusions are not enforceable under Applicable Law, Speediful’s total aggregate liability for all Trial Use will not exceed one hundred dollars ($100.00).
  3. Sections 16 (Warranties and Disclaimers), 17 (Indemnification), and 18 (Limitation of Liability) of this Agreement do not apply to Trial Use. Speediful does not represent or warrant that any Trial Use will become generally available. Speediful will use reasonable efforts to provide advance notice of termination of a Trial Use where practicable but will not be liable for any resulting loss or disruption.

  1. Speediful Responsibilities

  1. Speediful will provide the Software in material compliance with this Agreement and the applicable Documentation, which may be updated from time to time. Speediful will also provide the Software in compliance with Applicable Law. Speediful will provide notice of changes to the Documentation that materially affect the Software or Customer’s obligations, by email or by posting a notice on https://www.speediful.com/.
  2. Customer acknowledges that the Software is installed and operated on Customer’s own systems and infrastructure. Speediful may, from time to time, make available fixes, patches, updates, or new versions of the Software. Customer is solely responsible for downloading, installing, testing, and maintaining any such fixes, patches, updates, or new versions within its own environment. Speediful has no obligation to deploy, apply, or verify any update or configuration on Customer’s systems and will have no responsibility or liability for any error, malfunction, or downtime resulting from Customer’s failure to do the foregoing.
  3. Speediful will provide reasonable telephone, web-based, or email technical support to the Customer during regular business hours (Pacific Time) and will respond to written support requests within two (2) business days of receipt. If the Customer purchases any enhanced support packages, Speediful will provide such support as described in the applicable Order Form.
  4. Speediful shall be responsible for the performance of its personnel and for ensuring that they comply with Speediful’s obligations under this Agreement. Speediful shall be liable for all acts and omissions of its personnel in connection with the provision of the Software, support, or related services, as if such acts or omissions were those of Speediful itself.
  5. Speediful shall have no responsibility or liability for any security incident, data breach, or data loss arising from the Customer’s or the End Customers’ systems, networks, and personnel.

  1. Customer Responsibilities

  1. The Customer shall use the Software in compliance with this Agreement, the Documentation, and Applicable Law.
  2. The Customer shall maintain all necessary rights, consents, and permissions to submit Customer Data to the Software. The Customer shall be solely responsible for the accuracy, quality, and legality of the Customer Data, the manner in which it is obtained, and its use of the Customer Data in connection with the Software.
  3. The Customer is responsible for the actions and omissions of its Users in accessing and using the Software and ensuring that all Users comply with this Agreement, the Documentation, and all Applicable Law.
  4. Each License applies only to the domain(s) specified in the Order Form (“Authorized Domain(s)”) and may not be used with any other domain without Speediful’s prior written approval. Any number of Users of the Customer within the Authorized Domain(s) may access the Software for the Customer’s internal business purposes.
  5. The Customer shall:
  1. obtain and maintain all necessary rights, permissions, and legitimate business purposes to install and use the Software in connection with the Authorized Domain(s) specified in the applicable Order Form. The Customer further represents that all such use is duly authorized by the owner or controller of the Authorized Domain(s); and
  2. ensure that all access to and installation of the Software, whether by its employees, contractors, or third parties acting on its behalf, is properly authorized and limited to legitimate business purposes. The Customer is solely responsible for the actions and omissions of all of its Users and for maintaining the confidentiality of any authentication credentials or access controls associated with the Software.
  1. The Customer shall not, directly or indirectly, or permit its Users to:
  1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Software;
  2. resell, sublicense, or otherwise make the Software available to third parties on a standalone basis or as part of a commercial resale arrangement. Notwithstanding the foregoing, Customer may use the Software to provide deliverables or services to the End Customers in the ordinary course of Customer’s business (for example, to support project delivery for the End Customer). In such cases, Customer remains responsible for all acts and omissions of any person accessing or using the Software through Customer’s account;
  3. reproduce, adapt, alter, translate, frame, mirror, or create any derivative work from the Software;
  4. remove, obscure, or alter any proprietary notices or labels;
  5. access or use the Software for the purpose of (a) benchmarking or competitive analysis, (b) developing a competing product or service, or (c) disclosing the results of any performance, functionality, or security evaluation of the Software without Speediful’s prior written consent;
  6. conduct, authorize, or attempt any security assessment, scan, penetration test, or vulnerability testing of the Software or any Speediful systems, websites, or APIs; or
  7. circumvent, disable, or attempt to circumvent or disable any security, authentication, or access controls.

  1. Changes to the Software

Speediful may, from time to time and in its sole discretion, update, modify, enhance, or otherwise make changes to the Software or any part thereof, including by adding, removing, or altering features or functionality. Such changes will not materially reduce the overall functionality of the Software made available to Customer during the applicable Term.  

  1. Fees

  1. The Customer will pay the Fees set out in the applicable Order Form which, unless otherwise indicated, are payable in USD.  License Fees are non-cancellable and non-refundable, except as expressly provided in the Agreement. All invoices are due and payable within thirty (30) days of the invoice date. Late payments will accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by Applicable Law, whichever is lower.
  2. If any amount owed by the Customer is thirty (30) days or more overdue, Speediful may, without limiting its other rights and remedies, suspend or terminate the License and may condition future renewals or Order Forms on shorter payment terms. Speediful will provide at least five (5) business days’ prior notice before exercising these remedies.
  3. Speediful will not exercise its rights under Sections 10(a) and(b) above if the Customer is disputing the applicable amounts reasonably and in good faith and is cooperating diligently to resolve the dispute.
  4. If the Customer believes an invoice has been issued in error, the Customer must notify Speediful in writing within thirty (30) days of the invoice date. Failure to do so will be deemed acceptance of the invoiced amounts.
  5. Fees do not include any taxes, levies, duties, or similar governmental assessments of any kind, including without limitation HST, GST, sales, use, or withholding taxes (“Taxes”). The Customer is responsible for all Taxes associated with its purchase and use of the Software, other than Taxes based on Speediful’s net income, property, or employees, which remain Speediful’s sole responsibility.
  6. Except as otherwise specified in the applicable Order Form, any renewal of a promotional, discounted, or one-time priced License will be charged at Speediful’s then-current list price in effect at the start of the Renewal Term.
  7. Speediful reserves the right to increase the Fees for any Renewal Term by up to five percent (5%) above the pricing applicable during the immediately preceding term, provided that Speediful gives the Customer at least sixty (60) days’ prior written notice of the new pricing or applicable adjustments, which notice may be delivered by email.

  1. Confidentiality

  1. “Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally or in writing, that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
  2. Confidential Information includes, without limitation: (i) the terms of the Agreement; (ii) Customer Data, including any usage or statistical data identifying the Customer; and (iii) business, technical, financial, or product information such as designs, documentation, source code, processes, plans, roadmaps, and pricing. Confidential Information of Speediful includes non-public information regarding the features, functionality, and performance of the Software.
  3. Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes public through no fault of the Receiving Party; (ii) was lawfully known to it without restriction before disclosure; (iii) was rightfully received from a third party without restriction; (iv) was independently developed without reference to the Disclosing Party’s information; or (v) must be disclosed under law or court order, provided the Receiving Party gives prompt notice (where legally permitted) and discloses only what is required by Applicable Law.
  4. The Receiving Party will (i) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own, but not less than reasonable care; (ii) use it solely to perform its obligations or exercise rights under this Agreement; and (iii) disclose it only to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.
  5. Neither Party may disclose the terms of this Agreement except to its Affiliates, legal counsel, accountants, or potential investors or acquirers under substantially similar confidentiality obligations, without the other Party’s prior written consent.
  6. Upon written request within thirty (30) days after termination or expiration of this Agreement, each Party will return or destroy the other’s Confidential Information, except that one archival copy may be retained for recordkeeping or legal compliance, subject to these confidentiality obligations.This Section supersedes any prior confidentiality or non-disclosure agreement between the Parties concerning the subject matter of this Agreement.

  1. Intellectual Property

  1. Confidential Information

Each Party retains all right, title, and interest in and to its own Confidential Information, and no rights or licenses are granted to the other Party except as expressly set out in this Agreement.

  1. Customer Data

Customer owns all rights, title, and interest in and to Customer Data. The Customer grants Speediful a non-exclusive, worldwide, royalty-free license to collect, use, process, store, and transmit Customer Data solely as necessary to provide the Software and to perform Speediful’s obligations under this Agreement.

  1. Speediful Intellectual Property

Speediful owns the Software, Documentation, and all related Intellectual Property, including all rights, title, and interest therein. All Intellectual Property in or relating to the Software, or any materials made available or disclosed to the Customer in connection with the Software shall remain the sole and exclusive property of Speediful. Except for the limited right to access and use the Software, and Documentation in accordance with this Agreement, no ownership, title, or other interest in any Intellectual Property of Speediful is granted or transferred to the Customer.

  1. Improvements

Speediful retains all rights, title, and interest in any updates, upgrades, enhancements, modifications, configurations, or derivative works of the Software, and Documentation. Upon Speediful’s reasonable request, the Customer shall execute such documents and take such actions as reasonably necessary to confirm or assign to Speediful any Intellectual Property created or improved under this Agreement.

  1. Usage Data

Speediful retains all rights in the Usage Data, which has been defined above as anonymized, de-identified, and aggregated data derived from the Customer’s use or access to the Software.

  1. Customer Feedback

During the course of using the Software, the Customer and its Users may provide Speediful with comments, suggestions, or other feedback regarding the Software (“Feedback”). The Customer agrees that Speediful will own all right, title, and interest in and to such Feedback, including any associated intellectual property rights, and may use it freely without obligation or restriction, provided that the Feedback does not contain the Customer’s Confidential Information.

  1. Data Privacy

The Software operates within the Customer’s or the End Users’ environment, and Speediful does not host, collect, access, or process any Customer Data through the Software. Except for minimal information required to administer the Customer relationship (such as for account management, billing, or support purposes), Speediful has no need to access any Customer Data. The Customer remains solely responsible for the collection, use, and management of all data processed through the Software, and for complying with all applicable Data Protection Laws in connection with such data. Refer to Speediful’s privacy policy at www.speediful.com/privacy-policy

  1. Marketing and Brand Use

The Customer grants Speediful the right to use the Customer’s name and trademarks in marketing, sales, and public relations materials (including on Speediful’s website) solely to identify the Customer as a Speediful customer. Except as expressly permitted in this Section, neither Party may use the other Party’s name or trademarks without prior written consent. Any such use must comply with the owning Party’s applicable trademark usage guidelines that have been provided to other Party.

  1. Third Party Components

The Software may include or incorporate third-party software, libraries, or other components (collectively, “Third-Party Components”) that are distributed under separate license terms (“Third-Party Licenses”), including open-source or free-software licenses. The applicable Third-Party Licenses are identified in the Documentation. Third Party Components are typically found in a readme file in the Software. This Agreement does not modify or supersede any rights or obligations under the applicable Third-Party Licenses. The Third Party Components are provided "AS IS" and notwithstanding anything to the contrary, the disclaimer of warranties and limitation of liability provisions of this Agreement shall apply to Third Party Components.

  1. Warranties and Disclaimers

  1. Warranties of Both Parties

Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

  1. Speediful Warranties

  1. Speediful warrants that, for ninety (90) days after the Software is first made available to the Customer (the “Warranty Period”), the then-current release of the Software, meaning any version, update, patch, fix, or other revision made available by Speediful, when properly installed and used in accordance with the Documentation, will perform in all material respects as described in the applicable Documentation.
  2. This warranty applies only to the most current release made available to the Customer during the Warranty Period and is conditioned upon the Customer promptly installing all such releases. Speediful has no obligation for any non-conformity to the extent caused by the Customer’s failure to install the most current release.
  3. If, during the Warranty Period, the Software does not conform to this warranty, and the Customer provides prompt written notice describing the issue in reasonable detail, Speediful will, at its option:
    (i) use commercially reasonable efforts to provide a fix, patch, or replacement that brings the Software into substantial conformity with the Documentation, or
    (ii) refund the License Fees paid for the non-conforming Software.
  4. This warranty does not apply to any non-conformity arising from: (A) modification of the Software by any person other than Speediful; (B) use of the Software with equipment, software, or environments not specified in the Documentation; or (C) use of the Software other than in accordance with this Agreement or the Documentation.

  1. Customer Warranties

  1. The Customer represents and warrants that all Customer Data processed through the Software will comply with all Applicable Laws and be free of viruses. The Customer further warrants that the submission, storage, and processing of Customer Data through the Software will not violate any third-party rights or cause Speediful to be in breach of any Applicable Law.
  1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE SOFTWARE IS PROVIDED “AS IS,” AND SPEEDIFUL DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE RESULTS OBTAINED FROM USE OF THE SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS.
  2. Speediful disclaims all warranties and liability arising from or related to the Customer’s systems, networks, or Customer Data processed through the Software, including, without limitation, any warranties or liability concerning their security, integrity, accuracy, availability, or performance.

  1. Indemnification

  1. Indemnification by Speediful

  1. Speediful shall defend, indemnify, and hold harmless the Customer and its Affiliates, and their respective officers, directors, and employees, from and against any third-party claim, demand, suit, or proceeding (“Claim”) to the extent alleging that (A) the Software infringes or misappropriates a third party’s intellectual property rights, (B) Speediful’s provision of the Licenses violates Applicable Law, or (C) any damages, losses, or liabilities arise from Speediful’s gross negligence or willful misconduct.
  2. If a Claim described in Section 17(a)(i) occurs, Speediful may, at its sole option and expense: (A) procure the right for the Customer to continue using the Software; (B) replace or modify the Software so that it becomes non-infringing without materially reducing functionality; or (C) if neither (A) nor (B) is commercially reasonable, terminate the License and refund any Fees paid by the Customer for the Term of the License that related to the infringing Software.
  3. Speediful’s obligations under this Section 17(a) shall not apply to any Claim arising from (A) Customer’s modifications of the Software or use of a non-current versions after Speediful has made available updates that would have avoided the infringement; or (B) Customer Data or other materials provided by the Customer.
  4. This Section 17(a) states the entire liability of Speediful, and the Customer’s exclusive remedy, with respect to any Claim described herein.

  1. Indemnification by Customer

The Customer shall defend, indemnify, and hold harmless Speediful and its Affiliates, and their respective officers, directors, and employees, from and against any Claim to the extent arising out of or related to:

  1. Customer Data (including Customer’s collection, use, or disclosure);
  2. Customer’s use, installation, or configuration of the Software not in compliance with the Documentation; or
  3. Customer’s violation of Applicable Law or third-party rights.

  1. Indemnification Procedure

  1. The indemnified Party (“Indemnified Party”) shall: (A) promptly notify the indemnifying Party (“Indemnifying Party”) of any Claim; (B) permit the Indemnifying Party to control the defense and settlement of the Claim (provided that no settlement admitting liability or imposing obligations on the Indemnified Party may be made without prior written consent); and (C) reasonably cooperate, at the Indemnifying Party’s expense, in the defense of the Claim.
  2. The Indemnifying Party shall pay all damages, costs, and reasonable attorneys’ fees finally awarded against the Indemnified Party in connection with a Claim covered under this Section 17.

  1. Limitation of Liability

  1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR COVER DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA (INCLUDING, FOR CLARITY, DATA HOSTED OR MAINTAINED ON THE CUSTOMER’S SYSTEMS), OR FOR ANY BUSINESS INTERRUPTION, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE PARTY WAS ADVISED OF THEIR POSSIBILITY.
  2. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR DAMAGES ARISING FROM THAT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY, TOGETHER WITH THAT OF ITS AFFILIATES, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID BY THE CUSTOMER FOR THE LICENSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION LIMITS THE CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER OR EXCLUDES LIABILITY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  3. This Section does not apply to Trial Use, which are governed by their respective sections.

  1. Negotiated Terms

If the Parties have entered into a separate written agreement or Order Form that includes terms specifically negotiated between them (“Negotiated Terms”), those Negotiated Terms and not this Agreement will exclusively govern the subject matter addressed therein. Where no Negotiated Terms exist, this Agreement constitutes the entire and exclusive agreement between the Parties.

  1. Miscellaneous

  1. Export Compliance. The Software may be subject to export control and sanctions laws of Canada, the United States, and other applicable jurisdictions. Each Party represents that it is not listed on any government-denied or restricted-party list. The Customer will not permit any User to access or use the Software (i) in any country or region subject to Canadian or U.S. embargo or sanctions, or (ii) in violation of any Applicable Law.
  2. Anti-Bribery and Corruption. Neither Party has received, offered, or been promised any illegal or improper bribe, payment, gift, or thing of value from or on behalf of the other Party in connection with this Agreement. Each Party will comply with all applicable anti-bribery and anti-corruption laws.
  3. Force Majeure. Neither Party is liable for delays or failures to perform (except payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, government action, pandemics, or power and network outages. The affected Party will notify the other and use reasonable efforts to resume performance promptly.
  4. Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
  5. Survival. Provisions that by their nature should survive termination will survive, including without limitation, Sections 1-8, 10-13, and 15-20.
  6. Order of Precedence. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence will apply: (i) the applicable Order Form; and (ii) this License Agreement.
  7. Governing Law. This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The Parties submit to the exclusive jurisdiction of the courts located in British Columbia, Canada.
  8. Assignment. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement without consent, but with at least sixty (60) days’ notice to the other Party, in connection with a merger, corporate reorganization, or sale of substantially all of its assets.
  9. Equitable Relief. A breach of Sections 11 (Confidentiality) or 12 (Intellectual Property) may cause irreparable harm for which monetary damages are inadequate. Either Party may seek injunctive or equitable relief in any court of competent jurisdiction without the necessity of posting bond.
  10. Notices. All notices under this Agreement must be in writing and delivered by personal delivery, courier, registered mail, or email to the addresses set out below the signatures (or to such other address as a Party may designate in writing). Notices are deemed received upon delivery or, in the case of email, upon confirmation of transmission without error.
  11. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship between them, and neither Party has authority to bind the other.
  12. No Third-Party Beneficiaries. This Agreement benefits only the Parties and their permitted successors and assigns. No other person or entity has any rights or remedies under this Agreement.
  13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings.
  14. Counterparts and Electronic Signatures. This Agreement may be signed in counterparts and by electronic means, each of which is considered an original and together form one agreement.