Customer Terms

Subject to the terms and conditions of this Software Agreement (this “Agreement”), Public Emergency Alerting Services Inc (“PEASI”) hereby grants customer (“Customer”) a limited, non-transferable, non-exclusive, revocable license (the “License”) to download, install, access and use the Alertable Product Software Solution (the “Product Software”). Read the terms and conditions of this Agreement carefully before downloading, installing, accessing and using the Product Software and, if any, the accompanying documentation. The License will be valid only during the time that Customer’s account is in good standing and fully paid up.

Upon reasonable request by PEASI, Customer agrees to provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the Product Software. Feedback shall include informing PEASI about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Product Software. PEASI may contact Customer and Customer agrees to make available a reasonable amount of time to discuss and Feedback provided to PEASI if so requested. PEASI may without restriction or fee use, modify and incorporate this Feedback into the Product Software and other PEASI products and/or services without any restriction and without any payment.

Customer may not rent, lease, distribute, or resell the Product Software, or use the Product Software as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Product Software.

Customer acknowledges and agrees PEASI hosts and retains physical control over the Product Software. Nothing in this Agreement obligates PEASI to deliver or make available any copies of computer programs or code from the Product Software to Customer, whether in object code or source code form. PEASI reserves the right to inspect (“enter into”) Product Software to (i) monitor or measure Customer use of the Product Software; (ii) validate certain features or functionality of the Product Software; and (iii) provide services or support necessary to maintain the Product Software.

PEASI maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The limited rights granted to Customer to access and use the Product Software under this Agreement do not convey any additional rights in the Product Software, or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Product Software as expressly provided herein, all rights, title and interest in and to the Product Software and all hardware, software and other components of or used to provide the Product Software, including all related Intellectual Property Rights, will remain with and belong exclusively to PEASI. Customer agrees not to use PEASI trademarks or other business names for any purpose unless authorized by PEASI. Customer will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of this Agreement or Customer performance under this Agreement. To the extent that PEASI provides Customer with PEASI Materials or Product Software, Customer agrees that all PEASI Materials are and remain the sole and exclusive property of PEASI. Customer further agrees, upon request of PEASI, to return any PEASI Materials upon request. Customer agrees to promptly disclose and hereby assign to PEASI any suggestions for change and/or improvement to the Product Software and any related rights thereto.

Either party may terminate this Agreement upon the other party’s material breach of the Agreement and such breach has not been remedied within thirty (30) days after written notice of such breach (the “Notice Period”). Upon termination of this Agreement, Customer will notify individuals authorized to send alerts (“Users”) that their access to the Product Software has terminated, and PEASI may withhold, remove or discard any content, data, or other information that Customer’s Users post or upload into PEASI’s system while using the Product Software. Under termination of this Agreement, Customer need not notify members of the public who receive alerts. Following termination of this Agreement, PEASI is not obligated to store, maintain or provide a copy of any content, data or other information that Customer or its Users made available or provided when using the Product Software. If not earlier terminated, Customer’s obligations under this Agreement shall terminate upon termination of this Agreement; provided that the foregoing shall not limit PEASI’s rights related to any Feedback provided before or after such termination. All sections of this Agreement, and all obligations thereunder, shall survive any termination.

This Agreement does not create a partnership, agency relationship, or joint venture between the parties. Any assignment of this Agreement by Customer in whole or in part without PEASI’s prior written consent will be null and void, except an assignment to a successor that is not a competitor of PEASI’s made in connection with a merger or sale of all or substantially all of Customer’s assets or stock or to an Affiliate. If this Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern.

If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. Failure of PEASI to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement includes any schedules and exhibits attached hereto. Such documents encompass the entire agreement between Customer and PEASI with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral.

This Agreement may only be altered, amended or modified by duly executed written instrument. All notices to be provided by PEASI to Customer under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or postal mail; or (b) electronic mail address. Customer must give notice to PEASI in writing by (a) Courier or postal mail to the following address: PEASI, 888 4 Avenue SW, unit 1906, Calgary, Alberta T2P 0V2; or (b) to the following electronic mail address: info@peasi.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the postal mail or with a Courier as permitted above. Customer may not assign this Agreement without the prior written consent of PEASI. Subject to the foregoing, the Agreement shall be binding upon the parties and their respective administrators, successors and assigns.

WARRANTY DISCLAIMER: YOU EXPRESSLY AGREE THAT USE OF THE PRODUCT SOFTWARE IS AT YOUR SOLE RISK AND YOU ASSUME ALL RISK. THE PRODUCT SOFTWARE IS PROVIDED ON AN “AS AVAILABLE”, “AS IS” BASIS AND “WITH ALL FAULTS”. PEASI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCT SOFTWARE, INCLUDING ANY REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, PEASI DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE PRODUCT SOFTWARE. FOR THE AVOIDANCE OF DOUBT, ALL PRODUCT SOFTWARE IS CONSIDERED A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING BUT MAY CONTAIN DEFECTS. PRODUCT SOFTWARE MAY NOT OPERATE ACCURATELY FROM TIME TO TIME AND MAY BE SUBSTANTIALLY MODIFIED TO REMEDY SAID DEFECTS. ACCORDINGLY, ACCESS TO AND USE OF THE Product SOFTWARE IS ENTIRELY AT CUSTOMER’S OWN RISK. IN NO EVENT SHALL PEASI BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT SOFTWARE, EVEN IF PEASI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY PRODUCT SOFTWARE.

LIMITATION OF LIABILITY. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT THE DEVELOPERS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY CUSTOMER (EVEN WHERE THE PARTIES SHOULD HAVE BEEN AWARE OR WERE OTHERWISE ADVISED OF SUCH DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. IN THE EVENT CUSTOMER JURISDICTION DOES NOT ALLOW THE EXCLUSIONS SET FORTH IN THIS PARAGRAPH, CUSTOMER AGREES THAT PEASI LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

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