MAPGEARS MOBILE LICENSE AGREEMENT

READ THIS AGREEMENT BEFORE INSTALLING OR USING THE SOFTWARE

This License Agreement is between you and Mapgears Inc. If you are agreeing to this Agreement not as an individual but on behalf of your company, then “you” means your company, and you are binding your company to this Agreement. Mapgears may modify this Agreement from time to time, subject to the terms in section “Changes to this Agreement” below.

BY CLICKING ON THE “I AGREE” BUTTON OR BY DOWNLOADING OR OTHERWISE INSTALLING OR USING THE SOFTWARE, YOU ARE AGREEING TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THIS AGREEMENT, DO NOT DOWNLOAD OR USE THIS SOFTWARE.

TERMS AND CONDITIONS

This copy of a MAPGEARS MOBILE APPLICATION and accompanying documentation and data files (“the Software”) is licensed and not sold. This Software is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Mapgears Inc or its subsidiaries, affiliates, partners and suppliers (collectively “Mapgears”) own intellectual property rights in the Software. The Licensee’s (“you” or “your”) license to download, use, copy, or change the Software is subject to these rights and to all the terms and conditions of this License Agreement (“Agreement”).

License Grant

Subject to the terms and conditions of this Agreement, Mapgears grants you a non-exclusive and non-sublicensable license to install and use the Software during the applicable License Term. The term of each Software license (“License Term”) will be specified in your Order.

Number of Instances

Unless otherwise specified in your Order, for each Software license that you purchase, you may install one instance of the Software on devices owned or operated by you and linked to a single Apple Store or Google Play account.

Restrictions on Transfer

Without first obtaining the express written consent of Mapgears, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software.

Restrictions on Use

You may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code for the Software.

If the Software is provided as a no-cost training, demonstration or evaluation (collectively, “No-Cost”) license, then the following restrictions apply: No-Cost licenses cannot be, by any means, licensed, transferred, sold, or otherwise used for any production or commercial purpose. No-Cost licenses are to be used solely for the purposes of proof of concept, prototypes, demonstrations, evaluations and internal learning.

Restrictions on Copying

You may not make additional copies of the Software beyond what is reasonably required for internal backup protection.

Disclaimer of Warranties and Limitation of Liability

THE SOFTWARE, SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. YOU ARE NAVIGATING AND USING THE SOFTWARE, SERVICES AND CONTENT AT YOUR OWN RISK. MAPGEARS DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE SOFTWARE, SERVICES OR CONTENT, INCLUDING, PARTICULARLY, WARRANTIES (i) FOR QUALITY AND CONFORMITY OF INFORMATION SHOWN ON EXTERNAL SITES OR FOR NON-VIOLATION OF THIRD PARTIES’ RIGHTS; (ii) FOR THE SOFTWARE’S, SERVICES’ OR CONTENT’S SECURE FUNCTIONING WITHOUT INTERRUPTION OR ERROR; (iii) FOR THE SATISFACTION OF YOUR NEEDS AND EXPECTATIONS WHEN USING THE SOFTWARE; (iv) FOR THE SOFTWARE’S, SERVICES’ OR CONTENT’S ACCURACY, COMPREHENSIVENESS, RELIABILITY OR RELEVANCE; (v) FOR THE CORRECTION OF DEFAULTS OR ERRORS IN THE SOFTWARE, SERVICES OR CONTENT; (vi) FOR THE ABSENCE OF VIRUSES OR HARMFUL ELEMENTS IN THE SOFTWARE, SERVICES OR CONTENT; AND (vii) FOR THE SECURE OR WITHOUT INTERCEPTION TRANSMISSION OF COMMUNICATIONS THROUGH THE SOFTWARE, SERVICES OR CONTENT.

MAPGEARS, ITS AFFILIATED COMPANIES AND THEIR ADMINISTRATORS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, CANNOT UNDER ANY CIRCUMSTANCES BE HELD RESPONSIBLE FOR DAMAGES OF ANY KIND, ARISING DIRECTLY OR INDIRECTLY FROM THE USE OR FROM THE PERFORMANCE OF THE SOFTWARE, SERVICES, CONTENT OR EXTERNAL SITES, EVEN IF THEY KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES.

MAPGEARS, ITS AFFILIATED COMPANIES AND THEIR ADMINISTRATORS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, ASSUME NO LIABILITY FOR ANY OF THE SOFTWARE’S THIRD PARTY USER’S, SERVICES’ AND ADVERTISER’S OR SPONSOR’S ACT, OMISSION OR CONDUCT, AND CANNOT UNDER ANY CIRCUMSTANCES BE HELD RESPONSIBLE OF ANY PREJUDICE, LOSS, DAMAGE OR COST ARISING IN ANY WAY FROM (i) THIRD PARTY USERS’ ACT, OMISSION OR CONDUCT; AND (ii) THE USE OR THE INCAPACITY TO USE ANYTHING SUCH AS SOFTWARE, CONTENT, PRODUCTS OR SERVICES OF A SITE OR OFFERED THROUGH A SITE LINKED TO THE SOFTWARE.

Changes to this Agreement

Mapgears may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you. If we modify the Agreement during your License Term or Subscription Term, the modified version will be effective upon your next renewal of a License Term, Support and Maintenance term, or Subscription Term, as applicable. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to No-Cost Products, accepting the updated Agreement is required for you to continue using the No-Cost Products.

Governing Law and Jurisdiction

The laws of the province of Quebec, Canada, govern this Agreement. Any and all disputes shall be resolved in a court of competent jurisdiction in Quebec, Canada.

Severability

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

“MAPGEARS MOBILE” LICENSE AGREEMENT v1.0 – Last Revision: 2018-12-10