This Terms of Sale and End User Licence Agreement, including the Checkout Page which by this reference is incorporated herein (collectively, this “Agreement”), is a binding agreement between Resolve Decision Tools Inc. (“Resolve”) and the person or entity identified on the Checkout Page as the licensee of the Tools (the “Licensee”). RESOLVE PROVIDES THE TOOLS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON AT THE CHECKOUT PAGE YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT THE LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 19 YEARS OF AGE OR OLDER; AND (II) IF THE LICENSEE IS A CORPORATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE LICENSEE AND BIND THE LICENSEE TO ITS TERMS. IF THE LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, RESOLVE WILL NOT AND DOES NOT LICENCE THE TOOLS TO THE LICENSEE AND YOU MUST NOT DOWNLOAD THE TOOLS OR DOCUMENTATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR THE LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENCE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT CONCERNING ANY TOOLS THAT THE LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF RESOLVE’S TOOLS. Interpretation

1. In this Agreement:
   1. “Documentation” means user manuals, technical manuals and any other materials provided by Resolve, in printed, electronic, or other form, that describe the downloading, operation, use, or technical specifications of the Tools, and including any manuals and materials displayed within the Tools themselves;
   2. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world; 
   3. “Licence Fees” means the licence fees for the Tools, including all taxes thereon, paid by the Licensee for the licence granted under this Agreement;
   4. “Checkout Page” means the checkout page including information submitted by or on behalf of the Licensee, and accepted by Resolve, for the Licensee’s purchase of the licence for the Tools granted under this Agreement;
   5. “Person” means an individual, corporation, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity; 
   6. “Tools” means the “Resolve Decision Tools” files and software for which the Licensee is purchasing a licence, as expressly set forth at the Checkout Page;
   7. “Term” has the meaning set forth in Section 17;
   8. “Third Party” means any Person other than the Licensee or Resolve; and
   9. “Update” has the meaning set forth in Section 12.
2. For purposes of this Agreement:
   1. the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; 
   2. the word “or” is not exclusive; and 
   3. the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole.
3. The Checkout Page referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if it was set forth verbatim herein. 
4. Unless otherwise stated, all dollar amounts referred to in this Agreement are stated in Canadian dollars.
5. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

License Grant and Scope

1. Subject to and conditional on the Licensee’s payment of the Licence Fees and the Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Resolve hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicensable, limited licence during the Term to use the Tools and Documentation, solely as set forth in this Section and subject to all conditions and limitations set forth herein. This licence grants the Licensee the right to:
   1. Download one copy of the Tools on up to six electronic devices, owned or leased, and controlled by, the Licensee. In addition to the foregoing, on each such device, the Licensee has the right to make one copy of the Tools solely for backup purposes, provided that the Licensee shall not, and shall not allow any Person to, download or use such copy. All copies of the Tools made by the Licensee:
      1. will be subject to the terms and conditions of this Agreement
      2. will be the property of Resolve, licensed to the Licensee on similar terms as those set out herein, provided that notwithstanding anything to the contrary in this Agreement, the Licensee will not have a right to make any further copies of such copies of the Tools; and
      3. must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
   2. Use and run the Tools as properly downloaded in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for the Licensee’s personal purposes. 
   3. Transfer any copy of the Tools from one electronic device to another, provided that the number of electronic devices on which the Tools are downloaded at any one time does not exceed six.

Third-Party Materials

1. The Tools may include content, data, or other materials, including related documentation, that are owned by Persons other than Resolve and that are provided to the Licensee on license terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licences”). An example of a Third-Party License is a license the Licensee might hold with respect to Microsoft Excel Software or Google sheets used by the Licensee on the Licensee’s electronic device. Ownership of all Intellectual Property Rights in such Third-Party Materials remains with the respective owners thereof. The Licensee is bound by and shall comply with all Third-party Licences. Any breach by the Licensee of any Third-party Licence is also a breach of this Agreement.

Use Restrictions

1. The Licensee shall not directly or indirectly:
   1. use (including make any copies of) the Tools or Documentation beyond the scope of the licence granted under Section 6; 
   2. provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of the Licensee, with access to or use of the Tools or Documentation; 
   3. except as expressly set forth in Section 6, copy the Tools or Documentation, in whole or in part;
   4. modify, correct, translate, adapt, enhance, further develop, or otherwise create derivative works, enhancements or improvements, whether or not patentable, of the Tools or Documentation or any part thereof;
   5. combine the Tools or any part thereof with, or incorporate the Tools or any part thereof in, any other programs;
   6. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Tools or any part thereof; 
   7. remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy provided on or with the Tools or Documentation, including any copy thereof; 
   8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Tools and Documentation, or any features or functionality of the Tools, to any Third Party for any reason;
   9. use the Tools or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any Person, or that violates any applicable law; 
   10. use the Tools or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any Person, or in violation of any applicable law, regulation, or rule; or 
   11. use the Tools or Documentation for purposes of benchmarking or competitive analysis of the Tools, developing, using, or providing of a Tools product or service that competes with the Tools or any other purpose that is to Resolve’s commercial disadvantage.

No Implied Rights

1. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to the Licensee or any Third Party any Intellectual Property Rights or license, nor other right, title, or interest in or to the Tools or the Documentation.

Responsibility for Use of Tools

1. The Licensee is responsible and liable for all uses of the Tools and Documentation through access thereto provided by the Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, the Licensee is responsible and liable for all actions and failures to take required actions with respect to the Tools and Documentation by any other Person to whom the Licensee may provide access to or use of the Tools or Documentation, whether such access or use is permitted by or in violation of this Agreement.

Compliance Measures

1. The Tools may contain technological copy protection or other security features designed to prevent unauthorized use of the Tools, including features to protect against any use of the Tools that is prohibited under Section 8. The Licensee shall not, and shall not attempt to, remove, disable, bypass, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

Updates

1. Resolve may provide updates, upgrades, bug fixes, patches and other error corrections to the Tools (collectively, “Updates”) available to licensees of the Tools. Resolve may develop and provide Updates in its sole discretion, and the Licensee agrees that Resolve has no obligation to develop any Updates at all or for particular issues. The Licensee further agrees that all Updates will be deemed Tools, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. 

Intellectual Property Rights

1. The Licensee acknowledges and agrees that the Tools and Documentation are provided under licence, and not sold, to the Licensee. The Licensee does not acquire any ownership interest in the Tools or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the licence granted and subject to all terms, conditions, and restrictions under this Agreement. Resolve reserves and shall retain its entire right, title, and interest in and to the Tools and all Intellectual Property Rights arising out of or relating to the Tools, except as expressly granted to the Licensee in this Agreement. The Licensee shall safeguard all Tools (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. The Licensee shall promptly notify Resolve if the Licensee becomes aware of any infringement of Resolve’s Intellectual Property Rights in the Tools and fully cooperate with Resolve in any legal action taken by Resolve to enforce its Intellectual Property Rights in the Tools and Documentation.

Collection and Use of Information

1. The Licensee acknowledges that Resolve may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Tools and about equipment on which the Tools are downloaded or through which it otherwise is accessed and used, through:
   1. the provision of maintenance and support services; and
   2. security measures included in the Tools.
2. The Licensee agrees that Resolve may use such information for any purpose related to any use of the Tools by the Licensee or on the Licensee’s equipment, including but not limited to:
   1. improving the performance of the Tools or developing Updates; and
   2. verifying the Licensee’s compliance with the terms of this Agreement and enforcing Resolve’s rights, including all Intellectual Property Rights in and to the Tools. 

Payment

1. All Licence Fees are payable in advance in the manner set forth on the Checkout Page and, unless otherwise explicitly set out herein, are non-refundable. Any renewal of the licence hereunder shall not be effective until the fees for such renewal have been paid in full. 

Term and Termination

1. This Agreement and the licence granted hereunder shall remain in effect until terminated as set forth herein (the “Term”).
2. The Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Tools and Documentation.
3. Resolve may terminate this Agreement, effective upon written notice to the Licensee, if the Licensee, breaches this Agreement and such breach:
   1. is incapable of cure; or
   2. being capable of cure, remains uncured two days after Resolve provides the Licensee with written notice thereof. 
4. Resolve may terminate this Agreement, effective immediately, if the Licensee files an assignment in bankruptcy or has a bankruptcy order made against it under any bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, receiver-manager, monitor, or custodian for all or a substantial part of its property.
5. Upon expiration or earlier termination of this Agreement, the licence granted hereunder shall also terminate, and the Licensee shall cease using and destroy all copies of the Tools and Documentation, and permanently erase or cause to be erased from its electronic devices, files, and storage media all copies of the Tools and Documentation of Resolve obtained, made or authorized to be made by the Licensee or on the Licensee’s behalf. No expiration or termination shall affect the Licensee’s obligation to pay all the Licensee Fees that may have become due before such expiration or termination, or entitle the Licensee to any refund.
6. The provisions set forth in the following Sections, and any other right or obligation of the parties in this Agreement that, by its terms or its nature, should survive termination or expiration of this Agreement, including the Licensee’s obligations to pay the Licensee Fees, will survive any expiration or termination of this Agreement: Section 1, Sections 13, Section 15, Section 21, Section 22, Sections 23 – 38.

Limited Warranties, Exclusive Remedy, and Disclaimer

1. Solely with respect to Tools for which Resolve receives a Licence Fee, Resolve warrants that, for a period of 360 days following the licence date set forth on the Checkout Page, the Tools will substantially contain the functionality described in the Documentation and, when properly downloaded on an electronic device suitable for the Tools, and operated in accordance with, the Documentation, will substantially perform in accordance therewith. The foregoing warranties do not apply, and Resolve strictly disclaims all conditions and warranties, with respect to any Third-Party Materials.
2. The warranties set forth in Section 23 will not apply and will become null and void if the Licensee breaches any material provision of this Agreement, or if the Licensee or any other Person provided access to the Tools by the Licensee, whether or not in violation of this Agreement:
   1. downloads or uses the Tools on or in connection with any hardware or Tools not specified in the Documentation; or
   2. misuses the Tools, including any use of the Tools other than as specified in the Documentation.
3. If, during the period specified in Section 23, any Tools covered by the warranty set forth in such Section fails to perform substantially in accordance with the Documentation, and such failure is not excluded from warranty under the Section 24, Resolve will, subject to the Licensee’s promptly notifying Resolve in writing of such failure, at its sole option, either: 
   1. repair or replace the Tools, provided that the Licensee provides Resolve with all information Resolve requests to resolve the reported failure, including sufficient information to enable Resolve to recreate such failure; or
   2. refund the Licence Fees paid for such Tools, subject to the Licensee’s ceasing all use of and, if requested by Resolve, returning to Resolve all copies of the Tools. 

If Resolve repairs or replaces the Tools, the warranty will continue to run from the initial date specified on the Checkout Page and not from the Licensee’s receipt of the repair or replacement. The remedies set forth in this Section are the Licensee’s sole remedies and Resolve’s sole liability under this Agreement.

1. Except for the limited warranty set forth in Section 23, the Tools and Documentation are provided to the Licensee “as is” and with all faults and defects without condition or warranty of any kind. To the maximum extent permitted under applicable law, Resolve, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all conditions and warranties, whether express, implied, statutory, or otherwise, with respect to the Tools and Documentation, including all implied conditions and warranties of merchantability, fitness for a particular purpose, title, quiet possession and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limiting the foregoing, Resolve provides no condition, warranty, or undertaking, and makes no representation of any kind that the licensed Tools will meet the Licensee’s requirements, achieve any intended results, be compatible or work with any other Tools, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Limitation of Liability

1. To the fullest extent permitted by applicable law:
   1. In no event will Resolve or its affiliates, or any of its or their respective licensors or service providers, be liable to the Licensee or any Third Party for:
      1. any:
         1. use, interruption, delay, or inability to use the Tools;
         2. lost revenues or profits;
         3. delays, interruption, or loss of services, business, or goodwill;
         4. loss or corruption of data;
         5. loss resulting from system or system service failure, malfunction, or shutdown; 
         6. failure to accurately transfer, read, or transmit information;
         7. failure to update or provide correct information; 
         8. system incompatibility or provision of incorrect compatibility information; or
         9. breaches in system security; or 
      2. any consequential, incidental, indirect, special, punitive, or exemplary damages, in each case whether arising out of or in connection with this Agreement, breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not Resolve was advised of the possibility of such damages.
   2. In no event will the collective aggregate liability of Resolve and its affiliates, including any of its or their respective licensors and service providers, under or in connection with this Agreement or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, exceed the total amount paid by the Licensee to Resolve pursuant to this Agreement for the Tools.

Export Regulation

1. The Tools and Documentation may be subject to Canadian export control laws. The Licensee shall not, directly or indirectly, export, re-export, or release the Tools or Documentation to, or make the Tools or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules and complete all required undertakings, before exporting, re-exporting, releasing, or otherwise making the Tools or Documentation available outside Canada. 

General 

1. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada and the applicable federal laws of Canada. Each Party hereby submits to the exclusive jurisdiction of the courts of the Province of British Columbia, Canada in relation to this Agreement, without giving effect to any choice or conflict of law provision or rule (whether of the Province of British Columbia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of British Columbia. 
2. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given:
   1. when delivered by hand (with written confirmation of receipt);
   2. when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
   3. on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or
   4. on the fifth day after the date mailed, by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid. 

Such communications must be sent to the respective parties at the addresses set forth on the Checkout Page (or to such other address as may be designated by a party from time to time in accordance with this Section).

1. Resolve will not be liable or responsible to the Licensee, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Resolve including, without limitation, acts of God, flood, fire, earthquake, governmental actions, war, national emergency, epidemics, pandemics, labour disputes, materials or telecommunication breakdown.
2. This Agreement, together with the Checkout Page, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between the Licensee and Resolve with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 
3. The Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Resolve’s prior written consent, which consent Resolve may give or withhold in its sole discretion. No delegation or other transfer will relieve the Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Resolve may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance under this Agreement without the Licensee’s consent. This Agreement is binding upon and enures to the benefit of the parties hereto and their respective permitted successors and assigns.
4. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
5. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto
6. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 
7. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
8. The parties confirm that it is their express wish that this Agreement, as well as any other documents related to this Agreement, including notices, schedules, and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s’y rattachant, incluant tous les avis, annexes, et autorisations, soient rédigés en langue anglaise seulement.