Customer Licence Agreement for Gambit ID Software

Please read this carefully before using the Gambit ID application (as defined below) and transmitting any information/data.

BEFORE USING ANY SOFWARE OR SERVICES OBTAINED FROM THE LICENSOR OR ANY THIRD PARTY WHICH WILL CONNECT REMOTELY TO THE LICENSOR'S SERVERS AND THE TRANSMITTAL OF ANY INFORMATION/DATA FROM YOUR PREMISES/SOFTWARE, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT. PLEASE INDICATE WHETHER YOU ACCEPT OR DO NOT ACCEPT.

BY ALLOWING THE TRANSMISSION OF ANY INFORMATION/DATA, TO THE LICENSOR'S SERVERS, YOU ARE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS LICENCE AGREEMENT.

1. DEFINITIONS

'Agreement' means (i) this Licence Agreement and (ii) any exhibits, schedules, and amendments hereto.

'Content' means any data, information or material, and in particular data sources and Licensor's files submitted by the Customer or made accessible by any party to the Licensor, that has been used in the Software Product.

'Licensor' means Gambit ID.

'Customer' means the person or entity that places the Gambit ID software in use as an end user for its own internal use, and does not resell or distribute the Gambit ID software.

'Hardware' or ‘Gambit ID Hardware' means Gambit ID's physical infrastructure including servers, routers, and firewalls.

'Software' means the byte code version of the software that is delivered pursuant to an order pursuant to this Agreement together with any corrections, enhancements and upgrades of such software.

'Software Product' is the information created by the Software from the Content provided by the Customer.

'Third Party Software' means any software, data source, or related hardware other than Software (as defined) and any Hardware (as defined) that has been developed by a party other than Gambit ID, its subsidiaries and affiliates.


2. GRANT OF LICENCE

Subject to the Customer's payment of the applicable licence fees and the terms and conditions of this Agreement, Licensor grants to the Customer a nonexclusive, non-transferable and limited licence to access the Software Product solely in accordance with the terms and conditions of this Agreement. Access to the Software Product is licensed, not sold, to the Customer.


3. USE AND OWNERSHIP

3.1.1 The Licensor has created the Software. This Software, the Software Product and the Content received from the Customer by the Licensor, stored on the Licensor's servers, and processed there by and thereon remain at all times the property of the Licensor. Through hardware owned, leased or otherwise by the Customer, Content will be transferred to the Licensor's servers. At no time shall the Customer have the right of ownership, possession or access to the Content stored in the Licensor's Hardware of Software other than through the terms of this Agreement.

3.1.2 Licensor grants to the Customer a non-exclusive, non-transferable right to transfer Content to the Licensor's servers and the non-exclusive, non-transferable right to access the Software Product from time to time and in accordance with the provisions of this Agreement.

3.2 The Customer warrants that the Customer has and will continue to have, during the term of this Agreement, sufficient internet connectivity, bandwidth and data usage facilities/capability to allow the Content to be transmitted to the Licensor's servers to produce the Software Product at a quality and standard that is satisfactory to the Licensor. Under no circumstances shall the Licensor be liable or responsible for any loss of information/data or failure or interruption by the Hardware or Software.

3.3 Additional Terms

3.3.1 Customer is responsible for the connection with the Hardware and connection to the Licensor's Software, and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations, including those related to data privacy, international communications and the transmission of technical or personal data. Customer shall: (i) notify Licensor immediately of any other known or suspected breach of security; and (ii) report to Licensor immediately and use reasonable efforts to stop immediately any copying of Content or any distribution of Content that is known or suspected by the Customer.

3.3.2 ACCESS TO THE SOFTWARE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LICENSOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS, DELAYS OR PROBLEMS.


4. OWNERSHIP

Customer agrees that Licensor and/or its assigns and suppliers retain all right, title and interest in and to the Software and Software Product at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. Customer agrees that Customer neither owns nor hereby acquires any claim or right of ownership to the Software or Software Product or to any related patents, copyrights, trademarks or other intellectual property. This intellectual property includes but is not limited to the Gambit ID and Software Algorithms, Business Graphics, Charts and User Interface. Licensor and/or its assigns and suppliers reserve all rights not expressly granted to Customer. Licensor's assigns, distributors, third party developers and suppliers are the intended third party beneficiaries of this Agreement and have the express right to rely upon and directly enforce the terms set forth herein.


5. LIMITATION OF LIABILITY FOR SOFTWARE AND SOFTWARE PRODUCT

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS OFFICERS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, THIRD PARTY DEVELOPERS OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES HOWSOEVER ARISING INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST OR DAMAGED DATA OR LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY OR COSTS OF PROCURING SUBSTITUTE GOODS, SOFTWARE OR SOFTWARE PRODUCT, HOWEVER ARISING, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S SOLE AND TOTAL LIABILITY TO THE CUSTOMER FOR DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THE RELATIONSHIP OF THE PARTIES, THIS AGREEMENT, ITS NEGOTIATION OR TERMINATION, OR THE PROVISION OR NON-PROVISION OF SOFTWARE, SOFTWARE PRODUCT, DOCUMENTATION OR SERVICES (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL IN NO EVENT EXCEED THE SUM OF TWO HUNDRED AND FIFTY ($250) CANADIAN DOLLARS (CAD).


6. LIMITATION OF LIABILITY FOR GAMBIT ID HARDWARE

6.1 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS OFFICERS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, THIRD PARTY DEVELOPERS OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWSOEVER ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THE USE OR SERVICE OF THE GAMBIT ID HARDWARE, THE PROVISION OR NON-PROVISION OF GAMBIT ID HARDWARE, DOCUMENTATION OR SERVICES IN RELATION TO GAMBIT ID HARDWARE, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

6.2 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR OR ITS OFFICERS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, THIRD PARTY DEVELOPERS OR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE LOSS OR DAMAGE:

a) resulting from the accuracy and/or inaccuracy of any Content created or sent from the Gambit ID Hardware;

b) resulting from the accuracy and/or inaccuracy of any Content received by the Licensor's servers and/or Software or the Software Product created from the Content sent by the Gambit ID Hardware;

c) to or of any of the Customer's equipment, whether owned or rented;

6.3 The parties agree to the allocation of liability set forth in this section entitled "Limitation of Liability for Gambit ID Hardware".


7. NO LIABILITY FOR THIRD PARTY HARDWARE, THIRD PARTY SOFTWARE, OR CONTENT

7.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR OR ITS OFFICERS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, THIRD PARTY DEVELOPERS OR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE LOSS OR DAMAGE:

a) resulting from the installation or non-installation of Third Party Hardware;

b) resulting from the accuracy and/or inaccuracy of any Content received by the Licensor's servers and/or Software or the Software Product created from the Content sent by Third Party Software or the Client;

c) to or of any of the Customer's equipment, whether owned or rented;

d) from the injury, sickness, ill health or death of any animal or any person;

e) resulting from the use of Content owned by a third party;

f) resulting from disputes by third parties over ownership and/or use of Content;

7.2 Customer accepts sole responsibility for (i) Third Party Software and its configuration, design and requirements, (ii) the selection of the Third Party Software to achieve Customer's intended results. Customer acknowledges that where it has caused Third Party Software to be installed that it has had an opportunity to review and consider the purpose of the Software and an example of the Software Product and that it has made its own decision as to the use and installation of Third Party Software.

7.3 The above exclusions may not apply in jurisdictions that do not allow the exclusion of certain implied warranties.


8. DISCLAIMER OF WARRANTY FOR SOFTWARE AND SOFTWARE PRODUCT

8.1 THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR THAT THE SOFTWARE PRODUCT IS ACCURATE, TIMELY, ERROR-FREE OR THAT THE SOFTWARE WILL RUN UNINTERRUPTED, OR THAT ALL SOFTWARE OR SOFTWARE PRODUCT ERRORS CAN OR WILL BE CORRECTED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS IN RELATION TO THE SOFTWARE AND THE SOFTWARE PRODUCT.

8.2 USE OF THE SOFTWARE AND THE SOFTWARE PRODUCT IS AT THE CUSTOMER'S SOLE RISK. THE LICENSOR PROVIDES THE SOFTWARE AND THE SOFTWARE PRODUCT ON AN "AS IS", "WHERE IS", AND "AS AVAILABLE" BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THERE ARE NO WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE SOFTWARE, THE SOFTWARE PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS (I) OF MERCHANTABILITY; (II) OF SATISFACTORY OR MERCHANTABLE QUALITY; (III) OF FITNESS FOR A PARTICULAR PURPOSE; (IV) OF NON-INFRINGEMENT; (V) ACCURACY OR (VI) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, AND LICENSOR EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES AND CONDITIONS.

8.3 SHOULD THE SOFTWARE AND/OR SOFTWARE PRODUCT PROVE DEFECTIVE, CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

8.4 For any breach of Software and/or Software Product warranties contained in this Agreement, Customer's exclusive remedy and Licensor's sole obligation and entire liability for such breach of warranty in respect of Software and/or Software Product shall be limited to the one-time payment by the Licensor to the Customer of the sum of ten ($10.00) Canadian Dollars (CAD).


9. LIMITED WARRANTY FOR GAMBIT ID

WARRANTY DISCLAIMER. THE EXPRESS WARRANTIES AND REMEDIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES AND REMEDIES PROVIDED BY GAMBIT ID HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES OR REMEDIES ARE EXCLUDED, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE. GAMBIT ID DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE GAMBIT ID HARDWARE.


10. OTHER RESTRICTIONS

Except as expressly permitted by this Agreement, Customer hereby acknowledges and agrees that (a) Customer will not in any way reverse engineer, disassemble or decompile the Software of Hardware or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation; (b) Customer will not use, distribute or integrate the Software Product with any general-purpose report writing, data analysis or view or report delivery product or any other product that performs the same or similar functions as Licensor's product offerings without prior written consent; (c) Customer will not use the Software Product to develop a product that is generally competitive with Licensor's product offerings.


11. TERMINATION

This Agreement is effective until terminated. Customer may terminate this Agreement at any time by providing Licensor with written notice, This Agreement may be terminated by Licensor if Customer fails to comply with any of the terms and conditions set forth in this Agreement and does not remedy such failure within thirty (30) days after receiving notice thereof. Upon any termination of this Agreement, Customer agrees (i) to cease their accessing of the Licensor's equipment, servers and Software: and (ii) notify any third parties accessing the Software Product through Customer to comply with the foregoing. Sections 4, 5, 6, 7, 8 and 9 shall survive any termination of this Agreement.


12. GENERAL

If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. This Agreement constitutes the entire agreement between Customer and Licensor, and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be modified except by an instrument in writing duly signed by an authorized representative of each of the parties. If Customer is acquiring the Software on behalf of an entity, Customer represents and warrants that Customer has the legal capacity to bind such entity to this Agreement. All terms of any purchase order or other ordering document submitted by Customer shall be superseded by this Agreement.

The product name for the Software is a trademark or registered trademark of Licensor.


13. EXPORT CONTROLS

The Software and the underlying information and technology may not be downloaded or otherwise exported or re-exported into any country to which the U.S. has embargoed goods; or to anyone on the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you are agreeing to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will otherwise comply with all applicable export control laws.


14. U.S. GOVERNMENT RESTRICTED RIGHTS

The Software is provided with restricted rights. Use, duplication or disclosure by the United States Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. 52.227-19, as applicable.