Quantics Software Inc.

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT (“LICENSE AGREEMENT”) CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). BY INSTALLING OR USING THE SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. EXCEPT TO THE EXTENT THE SOFTWARE IS SUBJECT TO A SEPARATE WRITTEN SOFTWARE LICENSE AGREEMENT BETWEEN YOU AND QUANTICS, THIS LICENSE AGREEMENT WILL SUPERSEDE ANY AND ALL LICENSE AGREEMENTS GOVERNING ANY LICENSES OF THE SOFTWARE PREVIOUSLY GRANTED BY QUANTICS TO YOU.

NOW THEREFORE IN CONSIDERATION OF the premises, mutual benefits, monies received, and software licensing provided, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by You, You and Quantics (each individually a “Party” and together the “Parties”), agree as follows:

1. The division of this Agreement into sections, paragraphs, and schedules and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The section, paragraph and schedule headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer and are not to be considered part of this Agreement. All uses of the words “hereto”, “herein”, “hereof”, “hereby” and “hereunder” and similar expressions refer to this Agreement and not to any particular section or portion of it.
2. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
3. The Parties agree that any rule of construction in which any ambiguity is to be resolved against the drafting Party is not applicable in interpreting this Agreement.
4. Grant of License. Subject to Your acceptance of the terms and conditions of this License Agreement and conditional on payment of all required fees, Quantics Software Inc. (“Quantics”) grants You a non-exclusive license to use the Software, including any upgrades and new version releases that may be provided to You from time to time as and when available as part of Quantics’ maintenance and support program and as applicable to Your product purchase, for Your internal use in object code form only and as otherwise provided in this License Agreement. Your license allows You to use the Software only for the purposes of data collection and synthesis to inform a better understand of Your software development as a company and by individual programmers and teams, and for the duration and extent, whether perpetual or for a term, for which You have paid the appropriate license fees, as specified in and evidenced by one or more valid order documents (a “Sales Order”) between You and Quantics identifying the specific software products licensed (the “Software”). Your use of the Software is further subject to the limitations on use of the Software, such as volume limitations or concurrent client module use limitations as may be specified in the Sales Order, usage restrictions as may be described in the product documentation for the Software, and any other limitations as may be specified in the then current licensing policies for the Software. You agree to exercise the same level of care against unauthorized use by, or disclosure to, third parties as You use with respect to Your own proprietary information of comparable importance, provided that in no event will You use less than reasonable care.
5. Restrictions on Use of License. You will use the Software only for Your internal business purposes if you are an Enterprise client or for Your personal and business purposes if you are a Desktop client, and in each case only for Your direct benefit, and You will not attempt to use the Software, or any portion thereof, in excess of its licensed capacity. You will not, nor will You permit any third party to,
   1. reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate or create, attempt to create the source code of the Software or perform any process intended to determine the source code for the Software;
   2. modify, enhance or create derivative works based upon the Software or otherwise change the Software. Any modification, enhancement, derivative work or other improvement to the Software developed by You, whether with or without the consent of Quantics, will be the exclusive property of Quantics and subject to and governed by this License Agreement;
   3. use the Software for family, household, or other non-authorized purposes;
   4. distribute any copy of the Software, whether by renting, leasing, lending, sublicensing, time-sharing, or otherwise;
   5. remove or obscure any copyright or trademark notices from the Software;
   6. use the Software in excess of (i) the limitations imposed by this Agreement, and (ii) the number and types of users, seats, or licenses You purchase or rightfully acquire. Use of the Software in excess of the number and type of licenses You purchased constitutes a material breach of this Agreement, in which case You shall pay Quantics for the value of such unlicensed use and if You do not pay within 30 days of demand from Quantics it shall result in the automatic termination of this Agreement without notice.
6. Copying of Software. You may make one copy of the Software in machine-readable form for the purpose of backup in the event the installers or executables are damaged or destroyed; provided that any backup copy of the Software must include all copyright, trademark, and other proprietary notices contained on the original. You are not permitted to make any additional copies of the Software.
7. Repositories, Maintenance, and Support. The repositories You are entitled to use, the support provided, the maintenance provided, and the term of use for each of the foregoing, shall be in accordance with the product selection and purchase as set out in the Sales Order. Quantics shall not be responsible in any way for providing maintenance and/or support for Your use of the Software past the timelines noted in Your Sales Order. If You wish to renew Your support and maintenance terms for Your ongoing use of the Software, You may do so at the cost provided by Quantics, which shall be arranged no later than 3 months after the expiration of support and maintenance entitlements based on Your Sales Order.
8. Intellectual Property. You acknowledge and agree that the Software is licensed and not sold, and that by accepting the licenses set forth in this Agreement and the Sales Order, You acquire only the right to use the Software in accordance with the terms of this Agreement, and that Quantics will retain all rights, title, and interests including all associated patent, copyright, trademark, trade dress, trade secret, and other proprietary rights in and to the Software, and further the Software, including both source and object codes, logic and structure, constitute valuable trade secrets of Quantics. You agree to secure and protect the Software with the same degree of care which You employ to protect Your own intellectual property of a similar nature, but in no event less than a reasonable standard of care.
9. Privacy & Data Collection. While Quantics accesses a copy of Your repository and stores the results on Your server or storage, this is done to read and quantify Your data—Quantics will not write or alter it in any fashion. Furthermore, Quantics does not collect any of Your data. Any personal information that is collected through Your interactions with Quantics shall be protected in accordance with the privacy laws of Canada.
10. Representations and Warranties. Subject to the limitations stated herein, Quantics warrants to You, the original end user only, that, for a period of ninety (90) days from the date the software is made available to You the Software, as delivered will (i) materially conform to Quantics’ then-current documentation for such software, and (ii) does not contain any computer worms or viruses. To be eligible for a remedy under this warranty You must report all warranted problems to Quantics in writing within the warranty period. Your exclusive remedy, and Quantics’ entire liability, under this warranty will be, at Quantics’ option, to provide a correction or workaround for any reproducible errors or other noncompliance, the replacement of the non-conforming Software, or a refund of the license fees You paid for the affected Software, subject to Your return of the Software. This limited warranty is void if You have modified or altered the Software, installed, operated, repaired or maintained the Software other than in accordance with the then-current documentation for such Software, subjected the Software to misuse, negligence, or accident, or cannot reasonably reproduce the error reported by You. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
11. DISCLAIMER OF ADDITIONAL WARRANTIES AND ANY REPRESENTATIONS. THE EXPRESS WARRANTIES ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, AND QUANTICS MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE SOFTWARE, EXPRESSED OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR SKILL AND CARE. ANY IMPLIED WARRANTIES THAT BY LAW CANNOT BE DISCLAIMED ARE LIMITED IN DURATION TO THE GREATER OF (I) NINETY (90) DAYS FROM THE DATE OF THIS LICENSE AGREEMENT, OR (II) THE SHORTEST PERIOD PERMITTED BY LAW.
12. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY PUNITIVE DAMAGES OR LOST PROFITS OR OTHER ECONOMIC LOSS, LOST OR DEGRADED DATA, INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE PRODUCTS, OR FOR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF BUSINESS, REVENUE, GOODWILL OR USE), HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, ARISING OUT OF THE USE OF (OR INABILITY TO USE) THE SOFTWARE PROVIDED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING CAUSES OF ACTION ARISING OUT OF TERMINATION OF THIS LICENSE AGREEMENT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, PRODUCT LIABILITY AND ANY OTHER TORTS. THESE LIMITATIONS FURTHER APPLY TO ALL CAUSES OF ACTION RELATING TO ANY CLAIMS BY EMPLOYEES, TERMINATED OR OTHERWISE, AS THE SOFTWARE IS A MANAGEMENT TOOL BUT SHOULD NOT BE RELIED ON FOR MAKING PERFORMANCE DECISIONS OR TERMIANTIONS BY YOU – IF ANY EMPLOYEES ARE TERMINATED IN WHICH THE SOFTWARE IS USED AS IN EMPLOYEE PERFORMANCE AND REVIEW AND ULTIMATELY TERIMINATION, THEN QUANTICS SHALL NOT BE LIABLE IN ANY MANNER. THE MAXIMUM AGGREGATE AMOUNT FOR WHICH EITHER PARTY MAY BE LIABLE UNDER THIS LICENSE AGREEMENT WILL BE LIMITED TO THE AMOUNTS ACTUALLY PAID OR PAYABLE BY YOU FOR THE SOFTWARE SUBJECT OF THE CLAIM FOR WHICH SUCH LIABILITY IS ASSERTED.
13. Indemnification. If Your breach of this Agreement or use of the Software results in any cause of action including Quantics, You agree to fully indemnify and hold harmless Quantics for the entirety of such action. Notwithstanding the foregoing, Quantics shall have an entitlement to retain their own legal counsel and to participate in the direction of the defense of any such claim if and as desired within the sole discretion of Quantics.
14. Term. The term of this License Agreement and Your licenses of the Software will commence as of the first to occur of the date of Your acceptance of this License Agreement or the date the Software is made available to You, and will continue until the termination of the licenses or the expiration of the term of the licenses of the Software, unless earlier terminated as specified in a Sales Order or as provided in this Agreement. Any other terms of this Agreement or a Sales Order to the contrary notwithstanding, if You license the Software on a term basis, You are required to pay all license fees for the entirety of such term and You will not be excused from such payment notwithstanding Your surrender or other or termination of such licenses during such term.
15. Termination. Quantics may terminate this License Agreement (i) effective ten (10) days after written notice to You in the event that You fail to pay when due any fees for the Software as provided in a Sales Order, or (ii) effective thirty (30) days after written notice to You in the event that You breach any other material provision of this License Agreement and You do not cure such failure to pay or breach within such thirty (30) day period.
16. Rights & Obligations upon Termination or Expiration. Upon termination of this License Agreement, all rights granted to You hereunder will immediately cease and You will (i) immediately discontinue all use of the Software, and (ii) destroy all copies of the Software. Termination of this License Agreement for any reason will not excuse Your obligation to pay in full any and all amounts due for the Software, nor will termination result in a refund of any fees paid by You for the Software. The terms and conditions in this License Agreement that by their nature and context are intended to survive any termination of this License Agreement, including but not limited to intellectual property matters, disclaimers, and limitations of liability.
17. Notice. All notices, requests, demands, or other communications required or permitted by the terms of this Agreement shall be given in writing and delivered to Quantics at the following address:

Quantics Software Inc.

129 Kent Street, Unit 201A

Charlottetown, PE C1A 1N3, Canada

OR by email at:

[email protected]

GENERAL PROVISIONS

18. Time of the Essence. Time is of the essence in all respects of this Agreement.
19. Assignment. The Parties will not assign or otherwise transfer their respective obligations under this License Agreement without the prior written consent of the other Party.
20. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this License Agreement. The Parties agree that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.
21. Enurement. This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and assigns, as applicable.
22. Force Majeure. Neither Party is responsible for damages caused by delay or failure to perform obligations under the terms of this Agreement when the delay or failure is due to fires, strikes, floods, epidemics, pandemics, acts of God or the nation’s enemies, lawful acts of public authorities, or delays or defaults caused by common carriers, which cannot reasonable be foreseen or provided against.
23. Further Assurances. Each Party hereto shall do and perform, or shall cause to be done and performed, all such further acts and shall execute and deliver, or cause to be executed and delivered, all such other agreements, certificates, instruments and documents as any other Party hereto reasonably may request and require in order to carry out the intent and accomplish the purposes of this Agreement.
24. Waiver. No action or inaction by a Party shall constitute a waiver of such Party's right to insist on performance in full and in a timely manner of all covenants in this Agreement. No waiver of any provision of this Agreement is deemed to constitute a waiver of any other provision, whether or not similar, nor does such waiver constitute a continuing waiver unless otherwise expressly provided in this Agreement.
25. Severability. Should any portion of this Agreement be held by a court of law to be invalid, unenforceable, or void, such holding will not have the effect of invalidating or voiding the remainder of this Agreement, which will in every other respect continue in full force and effect, and the Parties agree that the portion so held to be invalid, unenforceable, or void, will be deemed amended, reduced in scope, or otherwise stricken only to the extent required for purposes of validity and enforcement in the jurisdiction of such holding.
26. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Prince Edward Island, to the maximum extent permissible by law, and the laws of Canada applicable therein.
27. Choice of Forum. The Parties submit and attorn to the exclusive jurisdiction of the courts in Prince Edward Island with respect to all matters arising from or related to this Agreement.

QUANTICS END USER LICENSE AGREEMENT

April 3, 2024