CUSTOMER LICENSE AGREEMENT - INTERNAL USE LICENSE

These Internal Use License terms (the “License Terms”) apply to your use of the Products if you have licensed a Product subject to an Internal Use License either from Ecopia Tech Corporation (“Ecopia”) directly or from a Certified Reseller of Ecopia. These License Terms are entered into by Ecopia, whose principal place of business is 295 Hagey Blvd, Waterloo ON N2L 6R5, and Customer. These License Terms contain the general terms relating to Customer’s access to and use of the Products. The applicable Customer License Agreement sets forth the terms pursuant to which Customer purchased the Internal Use License.

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT PROVIDED BELOW CAREFULLY. BY ACCESSING OR USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, ECOPIA IS NOT WILLING TO LICENSE THE PRODUCT TO YOU AND YOU MUST NOT DOWNLOAD, ACCESS OR USE THE PRODUCT.

By signing or otherwise indicating acceptance of a Customer License Agreement or downloading, accessing or using any Product licensed under an Internal Use License, you are accepting and agreeing to be bound by these License Terms. If you are entering into these License Terms on behalf of a company, other legal entity or government agency, you represent that you have the authority to bind that entity to the terms and conditions of these License Terms. Capitalized terms used in these License Terms are defined in Section 13 of these License Terms.

1. GRANT OF LICENSE. Subject to Customer’s compliance with these License Terms and the applicable Customer License Agreement, including, without limitation, payment of all applicable fees, during the Term, Ecopia grants to Customer a non-exclusive, non-transferable, limited license to allow an unlimited number of its Authorized Users to:

(a) store, access, evaluate, and use the Products solely for Customer’s Internal Use;

(b) create Derivatives of the Products for Internal Use; and

(c) create Derivatives of the Product in the course of providing services to a customer or client under a contract for professional services.

Customer is responsible for ensuring that its Authorized Users comply with these License Terms, and Customer is liable for the acts and omissions of its Authorized Users.

2. LICENSE TERM. The term of the Internal Use License for each Product will begin upon delivery of the Product to Customer, and will continue as set forth in the Customer License Agreement, unless terminated as set forth in Section 10 of these License Terms.

3. RESTRICTIONS. Customer recognizes and agrees that the Products are the property of Ecopia and its licensors and contains valuable assets and proprietary information of Ecopia and its licensors. Accordingly, Customer shall not use or access the Products or Derivatives for any purpose not expressly permitted under these License Terms. Without limiting the generality of the foregoing, Customer will not, and will not permit any Authorized User to:

(a) Distribute, sublicense, rent, sell, lease or loan the Products or Derivatives to any Third Party;

(d) Alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on the Products;

(e) Use the Products or Derivatives to improve the accuracy of any other geospatial data which will be made available to a Third Party; or

(f) Use or access the Products or Derivatives for the purpose of recreating building footprints or similar data which is intended to be or made available for Commercial Purposes;

(g) Otherwise use or access the Products or Derivatives for Commercial Purposes.

Notwithstanding anything to the contrary contained in these License Terms, any Third Party Content included in a Product is subject to the terms and conditions of any Customer license agreement or additional terms accompanying the Product.

4. OWNERSHIP. All right, title and interest in and to the Products, including all corrections, enhancements, or other modifications made by Ecopia, Customer, or any Third Party, and all Intellectual Property Rights therein are the sole and exclusive property of Ecopia or its suppliers, as applicable.

5. ATTRIBUTION. Customer will not delete, alter, cover or distort any copyright, trademark or other proprietary rights notice placed by Ecopia on or in the Products and will ensure that all notices are reproduced on all copies.

6. COMPLIANCE WITH LICENSE TERMS

6.1 CERTIFICATION. Upon Ecopia’s written request, and not more than once per calendar year, Customer will certify its compliance with the licenses granted under these License Terms. If Customer is unable to provide this certification, Customer will work in good faith with Ecopia to convey the proper license type and remit the appropriate fees as remedy for any non-compliance. In addition, Ecopia reserves the right to terminate all licenses and these License Terms for non-compliance in accordance with Section 10 of these License Terms.

6.2 AUDIT. Ecopia or its authorized representative will have the right to perform an audit to determine Customer’s compliance with these License Terms and the licenses granted hereunder. Customer will grant Ecopia auditors access to the business location(s), books and records, employees and/or Contractors pertaining to Customer’s use of the Products. The audit will: (a) require a minimum of thirty (30) days prior written notice; (b) be conducted no more than once per calendar year; (c) be limited to a three (3) year audit period unless non-compliance findings are noted, in which case the audit period can be expanded; (d) be conducted during reasonable business hours; and (e) be subject to reasonable confidentiality requirements.

6.3 AUDIT FINDINGS. If an audit results in a finding of non-compliance, Ecopia may, at its discretion: (a) invoice any additional license fees due based on the standard Ecopia fees in place at the time of the original license grant; (b) assess interest charges from the time of the original fee payment due date at the lower rate of: (i) 1.5% per month; or (ii) the highest rate permissible under applicable law; (c) recover the cost of the audit if additional fees exceed five percent (5%) of the fees paid during the audit period; and (d) terminate these License Terms and the Ecopia licenses in accordance with Section 10 of these License Terms. Customer must pay all invoices within thirty (30) days following the date of invoice.

7. INDEMNIFICATION BY CUSTOMER. Customer will defend, indemnify and hold Ecopia, its affiliates and Certified Resellers and their respective directors, officers, subcontractors, suppliers and authorized representatives (the “Indemnified Parties”) harmless from and against any and all claims, damages, injuries, demands, actions, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by an Indemnified Parties arising out of or relating to Customer’s use of the Products, including a violation by Customer of Section 12.6 or 12.7 of these License Terms.

8. LIMITED WARRANTY AND DISCLAIMER. Ecopia warrants to Customer only that the Products, as delivered by Ecopia, will (a) be of the area of interest set forth in the applicable Customer License Agreement; and (b) comply in all material respects with the applicable Product Specification (for example, as set forth in the applicable Customer License Agreement). Ecopia’s sole obligation and Customer’s exclusive remedy for a breach of this warranty is for Ecopia, at its option and expense, to: (i) repair or replace the non-conforming Product; or (ii) refund the fees paid by Customer for non-confirming Product on a pro-rata basis based upon the percentage of non-conforming features in the Product, and these non-confirming features will be returned and not available for use by Customer. Any claim under this warranty must be made within thirty (30) days after delivery of the non-conforming Product. This limited warranty is void if any non-conformity has resulted from any accident, abuse, misuse, misapplication or modification of or to the Product by anyone other than Ecopia or any breach by Customer of these License Terms.

EXCEPT AS EXPRESSLY WARRANTED IN THIS SECTION 8, THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION, CONTENT OR RESULTS, OR CONDITIONS ARISING UNDER ANY OTHER LEGAL REQUIREMENT. ECOPIA DOES NOT WARRANT THAT THE PRODUCTS WILL BE ACCURATE, CURRENT OR COMPLETE, THAT THE PRODUCTS WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS OR THAT THE OPERATION OF THE PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED. FURTHER, SPATIAL, SPECTRAL AND TEMPORAL ACCURACY IS NOT GUARANTEED.

9. LIMITATION OF LIABILITY. IN NO EVENT WILL ECOPIA OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA, INACCURACY OF DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT ECOPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE LICENSE TERMS OR ANY LIMITED REMEDY HEREUNDER. IN NO EVENT WILL ECOPIA’S AND ITS LICENSORS TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS EXCEED THE FEES PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS AND STATUTORY CLAIMS.

10. TERMINATION. Ecopia may terminate the Internal Use License upon written notice to Customer if Customer materially breaches these License Terms or the Customer License Agreement and fails to cure the breach within thirty (30) days after receiving written notice to do so. Customer may terminate the Internal Use License at any time by (a) permanently deleting the Products and Derivatives from all devices and systems and destroying any copies on disk; and (b) certifying to Ecopia in writing that all copies of all Products and Derivatives have been deleted or destroyed; however, Customer is still responsible for paying all license fees in full. Upon termination or expiration of the Internal Use License, Customer will (i) stop use of the Products and Derivatives; (ii) permanently delete the Products and Derivatives from all devices and systems and destroy any copies on disk; and (iii) within ten (10) days following termination or expiration, certify to Ecopia in writing that all copies of all Products and Derivatives have been deleted or destroyed. The expiration or termination of these License Terms does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration.

11. CONFIDENTIALITY

11.1 CONFIDENTIALITY. Each party agrees that, during and after the Term, such party will maintain in confidence all Confidential Information of the other party, and will not disclose any such Confidential Information to any Third Party or use any Confidential Information for any purpose whatsoever except as contemplated by this Agreement. In maintaining the confidentiality of Confidential Information of the other party, each party will exercise the same degree of care that it exercises with its own confidential information of similar nature, and in no event less than a reasonable degree of care. Without limiting its obligation to maintain the confidentiality of the Confidential Information of the other party, each party will use commercially reasonable efforts to ensure that each of its personnel holds in confidence and makes no use of any Confidential Information of the other party for any purpose other than those permitted by this Agreement. Each party will use its commercially reasonable efforts to ensure that no Person other than its personnel will have access to Confidential Information of the other party without the prior written consent of the other party, and will restrict access to such Confidential Information to those of its personnel having a need for access thereto and who are bound by confidentiality obligations no less restrictive than those provided herein. This obligation of confidentiality shall remain for a period of three (3) years following any termination or expiration of this Agreement.

11.2 EXCEPTIONS. The obligation of confidentiality contained in this Agreement will not apply to the extent that (a) either party (the “Receiving Party”) is required to disclose information by order or regulation of a governmental agency or a court of competent jurisdiction; provided, however, that the Receiving Party will not make any such disclosure without first notifying the other party and allowing the other party a reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure or (b) the Receiving Party can demonstrate that (i) the disclosed information was at the time of such disclosure to the Receiving Party already in (or thereafter enters) the public domain other than as a result of actions of the Receiving Party, its directors, officers, employees or agents in violation hereof; (ii) the disclosed information was rightfully known to the Receiving Party prior to the date of disclosure to the Receiving Party; (iii) the Receiving Party independently developed the disclosed information without any use of or reference to the disclosed information as demonstrated by written ETC documentation; or (iv) the disclosed information was received by the Receiving Party on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party.

11.3 UNAUTHORIZED DISCLOSURE. Each party acknowledges and confirms that the Confidential Information of the other party constitutes proprietary information and trade secrets valuable to the other party, and that the unauthorized use, loss or outside disclosure of such Confidential Information will cause irreparable injury to the other party. Each party will notify the other party promptly upon discovery of any unauthorized use or disclosure of Confidential Information, and will cooperate with the other party in every reasonable way to help regain possession of such Confidential Information and to prevent its further unauthorized use. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information of the other party and that the other party will be entitled, without waiving other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Each party will be entitled to recover reasonable attorney’s fees for any action arising out of or relating to a disclosure of Confidential Information of such party by the other party.

11.4 RETURN OF INFORMATION. Without prejudice to any other rights provided herein, upon termination of this Agreement or at any time upon request during the Term, each party will return to the other party all Confidential Information of the other party in its possession or control, or destroy such Confidential Information, including any copies or reproductions thereof, to the extent such party no longer has the right to use.

12. GENERAL TERMS

12.1 ENTIRE AGREEMENT. The Customer License Agreement and these License Terms constitute the entire agreement between the parties with respect to use of the Product and supersede all previous and contemporaneous agreements, understandings and arrangements, whether oral or written.

12.2 ASSIGNMENT. Customer may not transfer or assign any of its rights or delegate any of its obligations under these License Terms, in whole or in part and including any transfers by operation of law, without the prior written consent of Ecopia. Any attempted assignment or transfer in violation of this Section will be null and void. These License Terms will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

12.3 AMENDMENT. These License Terms may be amended or supplemented only by a writing that refers to these License Terms and that is signed by both parties.

12.4 WAIVER. The failure or delay by a party to require performance of any provision of these License Terms does not constitute a waiver. All waivers must be in writing and signed by the party granting the waiver. The waiver by a party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or a different right or remedy in a subsequent instance.

12.5 SEVERABILITY. If any provision of these License Terms is invalid, illegal or unenforceable, that provision will be deemed to be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision.

12.6 COMPLIANCE WITH LAWS. Customer is responsible for its own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and these License Terms, and agrees to comply with all these laws, regulations and other legal requirements including, without limitation, the Foreign Corrupt Practices Act of the United States of America and the Convention on Combating Bribery of Foreign Government Officials.

12.7 INTERNATIONAL TRADE COMPLIANCE. The Products are subject to the customs and export control laws and regulations of the United States and any country in which the Products are manufactured, received or used, including, without limitation, the Export Administration Regulations and the International Traffic in Arms Regulations. Customer will comply with these laws, regulations and rules in the performance of its obligations under these License Terms. Further, Customer will not provide Products to blocked, prohibited or restricted individuals and entities as required by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”), including, without limitation, the Denied Persons List, Unverified List and Entity List. Customer will not knowingly do business with criminal organizations, terrorist organizations or other people or groups, either directly or indirectly, that are likely to use the Products for purposes that are illegal or adverse to the interests of the United States Government or Ecopia generally. Customer will provide Ecopia with the assurances and official documents that Ecopia may request periodically to verify Customer’s compliance with these License Terms.

12.8 GOVERNING LAW AND DISPUTE RESOLUTION. All matters arising out of or relating to these License Terms will be governed by and construed under the laws of the Province of Ontario.

Each party irrevocably submits to the exclusive jurisdiction of the applicable court set forth above. However, each party will have the right at any time to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world. With respect to arbitration, there will be one arbitrator and the proceedings will be conducted in English. The party or parties prevailing in any legal actions, arbitration or other proceeding relating to these License Terms, whether in arbitration, at trial or upon appeal, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these License Terms.

12.9 NOTICES. All notices of termination or breach must be in writing in English and addressed to the other party’s legal department. Notice is treated as given upon receipt, as verified by written or automated receipt or electronic log, as applicable.

12.10 SURVIVAL. The duties and obligations of the parties under Sections 4, 6, 7, 9, 10, 11, and 12.10 and 13 of these License Terms will survive expiration or termination of this Agreement.

13. DEFINITIONS

“Authorized User” means an employee or Contractor that is authorized by Customer to use the Products.

“Certified Reseller” means a reseller authorized by Ecopia to resell licenses to use the Products.

“Commercial Purpose” means redistribution, retransmission or publication to a third party, which may include, without limitation: (a) advertising; (b) use in marketing and promotional materials and services on behalf of a customer, client, employer, employee or for Customer’s benefit; (c) use in any materials or services for sale or for which fees or charges are paid or received; and (d) use in any books, news publication or journal.

“Confidential Information” means any confidential or proprietary information including but not limited to trade secret information, commercial, and technical information and/or data, processes, procedures, product pricing, license terms, marketing, or information otherwise designated by a party as being confidential or proprietary that is labeled or identified as “confidential” or “proprietary” at the time of disclosure, that the receiving party should know is confidential based on the circumstances of the disclosure.

“Contractor” means an individual contracted by Customer, either directly or through a consulting ETC or other entity, to provide services on behalf of or for the benefit of Customer.

“Customer” means that individual, legal entity or government agency that has purchased a license to use the applicable Product either directly from Ecopia or from a Certified Reseller as named in the Customer License Agreement.

“Customer License Agreement” means (a) with respect to a Customer that purchases a license to use the Products from Ecopia directly, that agreement consisting of the applicable Product Terms and Conditions, which reference these License Terms; and (b) with respect to a Customer that purchases a license to use the Products from a Certified Reseller, that agreement between the Certified Reseller and Customer.

“Derivative” means any addition, improvement, update, modification, transformation, adaptation or derivative work of or to a Product, including, without limitation, reformatting of the Product into a different format or media from which it is delivered to Customer; any addition or extraction of data, information or other content to or from the Product; or any copy or reproduction of the Product.

“Indemnified Parties” has the meaning set forth in Section 7.

“Intellectual Property Rights” means all past, present, and future trade secret rights, patent rights, copyrights, moral rights, contract rights, trademark rights, service marks, and other proprietary rights in any jurisdiction, including those rights in inventions, software, domain names, know-how, technology, methods, processes, information and technology.

“Internal Use’ means utilization of Products and permitted Derivatives solely for Customer’s internal business purposes (subject to those restrictions set forth in Section 3 of these License Terms) and not for any Commercial Purpose.

“Product(s)” means those products and services licensed by Customer, as set forth in the Customer License Agreement, including, without limitation, Third Party Products.

“Product Specification” means with respect to each Product, the description and specification published by Ecopia.

“Product Terms and Conditions” means the Product Terms and Conditions.

“Receiving Party” has the meaning set forth in Section 11.2.

“Term” means that period of time that Customer is entitled to use the Product as set forth in Section 2 of these License Terms.

“Third Party” means any individual, corporation, limited liability ETC, partnership, other organization or government agency that is not a party to this Agreement and is not an Affiliate of Ecopia.

“Third Party Content” means any content, software or other data that is not owned by Ecopia or its Affiliates.

“Third Party Product” means a Product that is a product and/or service offered by a Third Party that is distributed by Ecopia or a Certified Reseller.