Last Updated: Oct 28, 2020

This PRODUCT LICENSE AGREEMENT (“PLA”) is by and between Customer and geoLOGIC systems ltd. (“geoLOGIC”). Each of the parties to this PLA is sometimes referred to below as a “Party” and collectively as the “Parties”. We may amend this Agreement at any time by posting an amended version. You can determine when this Agreement was last modified by checking the “Last updated” notice on the top of the Agreement. Your continued use of the Product shall constitute your consent to any changes made. If you do not agree to the new or different terms, you should not use the Product. This Agreement may not be otherwise amended.

1. Definitions.

In this PLA, the following terms will have their respective meanings set forth in this Article 1.

1.1.Confidential Information” means any proprietary or non-public information disclosed by geoLOGIC to Customer in connection with this PLA and all copies thereof. Without limiting the foregoing, “Confidential Information” includes any Software, Data or other information embodied in the Products, all Documentation, and the terms and conditions of this PLA.

1.2.Customer” means the Party which is granted a license to use the Product.

1.3.Data” means all data and information provided by geoLOGIC.

1.4.Derivative” means any work, including reports, analyses, algorithms, interpretations, images and visualizations (including maps), developed by or on behalf of Customer through the use of the Products or Data. “Derivative” specifically should not and does not include (a) any Data in unmodified form, or (b) any portion of work containing Data in unmodified form.

1.5.Disclose” means to, directly or indirectly, allow any Person other than Customer to access, possess, use, execute, view, run, display, transfer or copy any portion of the Confidential Information. The terms “Disclosure” and “Disclosing” have their correlative meanings.

1.6.Documentation” means all the then-current user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, or technical or other components, features or requirements, of the Software.

1.7.Effective Date” means the date on which this PLA commences.

1.8.Intellectual Property Rights” means all intellectual property rights of any nature, including those rights accruing at common law, under statute, pursuant to patent, copyright, trademark, trade secret or other applicable law.

1.9.Party” and “Parties” have the meaning set forth in the preamble.

1.10.Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization, association, partnership, government entity or any agency or instrumentality thereof or any other legal entity recognized by law.

1.11.Products” means all Data and Software, Documentation and technology provided by geoLOGIC under this PLA.

1.12.Software” means (a) any computer software and any and all successor programs, updates, enhancements, modifications and additions to such Software that are generally provided by geoLOGIC to its customers that have a license to such Software and any and all related Documentation that is generally provided by geoLOGIC to its customers that have a license to such Software,

1.13.Third Party” means any Person other than a Party or its Affiliates.

1.14.Third Party Owner” means any Third Party from which geoLOGIC receives a license under such Third Party’s rights in any product or component thereof or otherwise receives a right to license, sublicense or distribute any Product or component thereof to Customer;

2.License Grant; Permitted Use and Restrictions; Ownership.

2.1.Non-Exclusive License to Products. Subject to the terms and conditions of this PLA, geoLOGIC grants to Customer a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Products during the Term solely for the Permitted Use.

2.2.Permitted Use. Notwithstanding anything to the contrary in this PLA, Customer may use the Products and Derivatives solely as follows:

2.2.1. for Customer’s internal use in the ordinary course of Customer’s business;

2.3.Restrictions on Derivatives. Customer shall ensure that each Derivative:

2.3.1. is a derivative that makes use of Customer’s know-how and use of the Products and does not consist solely of Data or Confidential Information;

2.3.2. is not distributed, sold or otherwise transferred to any Third Party, or displayed or otherwise Disclosed to any Third Party.

2.4.Exclusions from Permitted Use. For the avoidance of doubt, Permitted Use does not include the right to, and Customer shall not, and shall ensure that its employees, subcontractors, representatives and agents shall not, do any of the following:

2.4.1. use the Products to operate a service or business in which Data is provided to other Persons for a fee;

2.4.2. use the Products to compete with, or to develop any products that compete with, geoLOGIC or any Third Party Owner;

2.4.3. provide the Products to any Third Party;

2.4.4. directly or indirectly disassemble, decompile or reverse engineer the Products, or otherwise attempt to discover any method, calculation or process by which the Products were created; or

2.4.5. rent, lease, assign or otherwise transfer or commercialize the Products.

2.5.Ownership. Customer acknowledges and agrees that the Products and all Intellectual Property Rights therein are the sole and exclusive property of geoLOGIC or the applicable Third Party Owner. Customer will not create any Derivatives except to the extent expressly permitted as part of the Permitted Use. Subject to the foregoing, Derivatives shall be Customer’s sole property, excluding any Data or Confidential Information incorporated into any such Derivative, which shall remain the sole property of geoLOGIC or the applicable Third Party Owner.

2.6.Use of Names. Neither Party will use or display in any manner the logos, trademarks, product names, service names or icons of the other Party without the express written consent of that Party. The display and use of the logos, trademarks, product names, service names and icons of geoLOGIC on the Products or in connection with the delivery thereof to Customer does not convey or create any license or other right to those logos, trademarks, product names, service names and icons.

2.7.No Disclosure of Source Code. Nothing in this PLA will be construed to grant to Customer any rights in or to any source code for the Software, and in no circumstance will geoLOGIC or any Third Party Owner be required to disclose any source code for the Software to Customer, whether directly or indirectly through an escrow arrangement or otherwise.

2.8.No Challenge. Customer will not challenge, or support or assist any other Person in challenging, the Intellectual Property Rights of geoLOGIC or any Third Party Owner in or to the Products.

2.9.Third Party Owners. Customer acknowledges that certain Products or components of those Products may be owned by Third Party Owners and that the license of any such Product to Customer is subject to and dependent on the rights of geoLOGIC to license such Product to Customer pursuant to the terms of geoLOGIC’s agreements with such Third Party Owners.


3.1.Obligations. With respect to Confidential Information disclosed by geoLOGIC to Customer in connection with this PLA, Customer will at all times:

3.1.1. hold the Confidential Information in confidence;

3.1.2. protect, and cause its employees, Subcontractors, representatives and agents to protect, the Confidential Information from Disclosure, including by implementing appropriate security measures to prevent any such Disclosure;

3.1.3. use the Confidential Information solely for the purposes of performing Customer’s obligations and exercising Customer’s rights under this PLA in accordance with the Permitted Use; and

3.1.4. limit Disclosure of the Confidential Information to those of its directors, officers, employees, representatives, legal counsel, Subcontractors and agents that require Disclosure for performance of Customer’s obligations or exercise of Customer’s rights under this PLA, and solely with respect to Confidential Information contained in the Products or any Derivatives thereof, in accordance with the Permitted Use.

3.1.5. Notwithstanding the foregoing, Customer may Disclose the Confidential Information to the extent required by law, regulation or legal process; provided that, to the extent legally permitted, Customer will provide geoLOGIC with prior notice of such requirement so that geoLOGIC may take such actions as are necessary to maintain the confidentiality of the Confidential Information. To the extent Disclosure is required under this Article, Customer will limit such Disclosure to such portions of the Confidential Information that are legally required to be Disclosed and will use its reasonable efforts to ensure that confidential treatment is accorded to such Confidential Information.

3.2.Notice of Unauthorized Disclosure. Customer will promptly notify geoLOGIC in writing of any use or Disclosure of the Confidential Information of which Customer becomes aware that is in breach of this PLA, in violation of any other legal or contractual duty, or otherwise unlawful, whether such use or Disclosure is accidental or intentional. At geoLOGIC’s request, Customer will reasonably cooperate with geoLOGIC in the investigation of and response to any such confidentiality breach.

3.3.Exceptions. The obligations set forth in this PLA with respect to Confidential Information shall not apply to information disclosed by geoLOGIC to Customer in connection with this PLA to the extent that such information:

3.3.1. is generally available to the public or becomes available to the public through no act or omission of Customer in violation of this PLA;

3.3.2. was in Customer’s possession prior to the Effective Date without being subject to an obligation to keep such information confidential;

3.3.3. is received by Customer from a Third Party on a non-confidential basis, which Third Party did not receive such information from geoLOGIC or any of its Affiliates; or

3.3.4. is independently developed by Customer without use of or reference to any Confidential Information.

4.Delivery of Products.

The Products may be delivered by geoLOGIC to Customer by any appropriate means, that may be established by geoLOGIC in its sole discretion. The delivery method for any Product may be changed from time to time in geoLOGIC’s sole discretion.

5.Security Measures.

5.1.Security Requirements. Customer will refrain, and will ensure that its employees, subcontractors, representatives and agents that access the Products refrain, from interfering or attempting to interfere with the normal operation of the Products, including altering, corrupting, or re-configuring the Products. Customer will employ suitable and customary access procedures to prevent any harm to the Products, any delivery method with respect to the Products or the servers on which the Products may be stored.

5.2.Security Features. Customer acknowledges that the Products may contain certain security features to prevent unauthorized Disclosure, which may be updated or changed by geoLOGIC from time to time in its sole discretion. Customer will not disassemble or decode, nor cause or permit any Person to disassemble or decode, any Product or any security feature of a Product, or modify any Product so as to circumvent or disable any security feature.

5.3.Usage Data. geoLOGIC collects usage data in the form of server and firewall logs, and such data is deemed Confidential Information. Customer acknowledges that geoLOGIC may use any such usage data for its internal research and development, or Product performance monitoring, or Product improvement. geoLOGIC may create Derivatives of the usage data and may disclose such Derivatives only in aggregated form to Third Parties provided that this Derivative does not identify any Party or that Party’s business interests and in no way identifies individual, natural persons.

5.4.Copies of Software. Customer will not, and will not permit its employees, subcontractors, representatives or agents to, copy the Software or any portion thereof.

6.Representations and Warranties.

6.1.Limited Warranty for Software. geoLOGIC represents and warrants that: (i) geoLOGIC has taken commercially reasonable steps to confirm that no “Malware” or any other harmful code or files are in the Products and Documentation; and (ii) the Product Software will operate in accordance with the then-current Documentation provided to Customer from time to time for such Software pursuant to this PLA, provided that the Software is used solely on the hardware specifically identified in such Documentation, or as otherwise authorized by geoLOGIC. This warranty will be void and of no force or effect if Customer uses the Software in any manner not in accordance with this PLA. Customer’s sole and exclusive remedy for geoLOGIC’s material breach of the warranty set forth in this Article 6.1 will be as follows: during the Term, geoLOGIC will make reasonable efforts to correct any malfunction in the Software that prevents the useful operation of the Software, provided that geoLOGIC is able to reproduce such malfunction within geoLOGIC’s development environment and that such malfunction is not caused by improper data, set up or input of data on the part of Customer or other acts or omissions of Customer.

6.2.DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND GEOLOGIC AND THE THIRD PARTY OWNERS HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE PRODUCTS, INCLUDING WARRANTIES AS TO MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR USE, PERFORMANCE OR PROFITABILITY, AND INCLUDING ANY SUCH WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OR TRADE. WITHOUT LIMITING THE FOREGOING, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, GEOLOGIC AND THE THIRD PARTY OWNERS HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE DATA. GEOLOGIC AND THE THIRD PARTY OWNERS DO NOT WARRANT THAT THE PRODUCTS ARE COMPATIBLE WITH CUSTOMER’S EQUIPMENT OR THAT THE PRODUCTS, OR ANY E-MAIL SENT BY GEOLOGIC OR ITS REPRESENTATIVES, WILL BE FREE OF ERRORS, OR MALWARE, OR ANY OTHER HARMFUL CODE OR FILES, AND CUSTOMER AGREES THAT GEOLOGIC AND THE THIRD PARTY OWNERS ARE NOT LIABLE FOR ANY DAMAGE CUSTOMER SUFFERS AS A RESULT OF SUCH DEFECTS. The Third Party Owners and, except as expressly provided in Article 6.1, geoLOGIC, make no representations or warranties as to the quality, accuracy, performance, operation, functionality, completeness, timeliness or suitability of any of the Products. In no event will geoLOGIC or any Third Party Owner bear any responsibility or liability to Customer or any other Third Party for (a) any failure to detect, or notify Customer of, any problem with or characteristic of the Products or (b) any business decision, input, recommendations or other information, whether oral or written, resulting from the Products. Customer hereby releases geoLOGIC and each Third Party Owner from any and all such liabilities, including any liability for any Losses pursuant to any actions brought by other Persons, or any Losses resulting from Customer or any other Person using or relying on the Products or any Derivative thereof.

6.3.Indemnification. Customer will indemnify geoLOGIC, each Third Party Owner, their respective Affiliates and their respective directors, officers, employees and agents (the “geoLOGIC Indemnitees”) and defend and save each of them harmless, from and against any and all Losses in connection with any Third Party Claim incurred by or rendered against the geoLOGIC Indemnitees arising from or occurring as a result of: (a) Customer’s material breach of this PLA, (b) Customer’s gross negligence, wilful misconduct or fraud or (c) the use of or reliance on Products or Derivatives by Customer, its Affiliates or their respective licensees, sublicensees, customers or clients.

7.Limitation on Liability.


8.Compliance Reviews.

Compliance Inspection. During the Term and for a period of two years thereafter, geoLOGIC may inspect the systems and records of Customer in order to confirm Customer’s compliance with the restrictions placed on the use of the Products as set forth in this PLA.


9.1.Termination Procedures. Upon any termination of this PLA, Customer will comply with the following provisions of this Article 9.1 (provided that, if this PLA is terminated with respect to one or more Products but not in its entirety, Customer will comply with the following provisions of this Article 9.1 solely with respect to the terminated Product(s)):

9.1.1. Customer will immediately pay to geoLOGIC all outstanding License Fees that have accrued to geoLOGIC as of the effective date of termination;

9.1.2. Customer will immediately cease all use of the Products;

9.1.3. Customer will return to geoLOGIC or, at geoLOGIC’s option, destroy, (a) all of the Confidential Information of geoLOGIC, if this PLA is terminated in its entirety or (b) solely the Confidential Information of geoLOGIC related to a terminated Product, if this PLA is terminated with respect to a Product but not in its entirety. Notwithstanding the foregoing, (i) Customer may retain the Confidential Information in accordance with Customer’s document retention and compliance policies until the Confidential Information is destroyed by Customer in the ordinary course of its document retention and compliance policies, provided that Customer does not use or intentionally access the Confidential Information during such period, and (ii) nothing in this PLA will require the alteration, modification, deletion or destruction of back-up media made in the ordinary course of business, provided that such back-ups are not accessible in the ordinary course of business. Notwithstanding anything to the contrary in this PLA, all obligations of confidentiality and all restrictions on use and Disclosure of the Confidential Information will continue to apply in all respects to Confidential Information retained pursuant to the preceding sentence following any termination of this PLA.

9.1.4. Customer will comply with any additional instructions with respect to termination procedures (including the deletion or destruction of Products or copies thereof) provided by geoLOGIC to Customer in writing.

9.2. Survival. Termination of this PLA for any reason will be without prejudice to any rights that will have accrued to the benefit of a Party prior to such termination. Such termination will not relieve a Party from obligations that are intended to survive the termination of this PLA, including Article 1 (Definitions), Article 2.2 (Permitted Use), Article 2.5 (Ownership), Article 2.7 (No Disclosure of Source Code), Article 3 (Confidentiality), Article 5 (Security Measures), Article 6.2 (Disclaimer), Article 6.3 (Indemnification), Article 7 (Limitation on Liability), Article 8 (Compliance Reviews) (for the time period set forth therein), Article 9.1 (Termination Procedures), this Article 9.2 (Survival) and Article 10 (Miscellaneous), which will survive termination of this PLA.


10.1.Assignment. Customer may not assign this PLA or its rights or obligations hereunder, in whole or in part, without the prior written consent of geoLOGIC. Any purported assignment in violation of this Article 10.1 is null and void and of no effect.

10.2.Governing Law; Jurisdiction and Venue. This PLA will be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada, as applicable, other than any principle of conflict or choice of laws that would apply the laws of any other jurisdiction. Each Party, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the courts located in the City of Calgary in the Province of Alberta, Canada for the purpose of all actions with respect to any dispute arising between the Parties in connection with this PLA and (b) hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that venue in the above-named courts is improper, that any such action brought in the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than the above-named courts, or that this PLA or the subject matter hereof may not be enforced in or by such courts, and (c) hereby agrees not to commence any such action other than before the above-named courts.

10.3.Force Majeure. geoLOGIC will not be held liable or responsible to Customer or be deemed to have defaulted under or breached this PLA for failure or delay in fulfilling or performing any term of this PLA (other than an obligation to make payments) when such failure or delay is caused by or results from events beyond the reasonable control of geoLOGIC, including fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances (whether involving the workforce of geoLOGIC or of any other Person), acts of God or acts, omissions or delays in acting by any governmental authority.

10.4.Severability. If any provision of this PLA is held to be illegal, invalid or unenforceable under the laws of any jurisdiction, and if the rights or obligations of either Party under this PLA will not be materially and adversely affected thereby, then only with respect to the provisions of this PLA in such jurisdiction (a) such provision will be fully severable, (b) this PLA will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this PLA will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this PLA a legal, valid, and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and reasonably acceptable to the Parties.

10.5.Independent Contractors. geoLOGIC and Customer are independent principals in all relationships and actions under and contemplated by this PLA. This PLA will not be construed to create any employment or agency relationship, partnership or joint venture between the Parties or to authorize either Party to enter into any agreement binding on the other.

10.6.Injunctive Relief. Customer acknowledges and agrees that any breach of any of the terms and conditions of this PLA by Customer would cause irreparable harm to geoLOGIC and the Third Party Owners for which damages would not be an adequate remedy. Customer, therefore, agrees that, in the case of any breach or threatened breach by Customer of any of the terms and conditions of this PLA in any manner, including any use or Disclosure of the Products or the Confidential Information in violation of the terms of this PLA, each of geoLOGIC and the Third Party Owners will, in addition to all other remedies available to geoLOGIC or such Third Party Owners, be entitled to an injunction or other equitable relief to remedy any such breach or threatened breach of this PLA or the continuation thereof, without posting a bond and without proof of actual damages or proof that damages would not be an adequate remedy.

10.7.Non-exclusive Remedy. Except as expressly provided herein (including under Article 6.1), the rights and remedies provided herein are cumulative and each Party retains all remedies at law or in equity, including the Parties’ ability to receive legal damages or equitable relief, with respect to any breach of this PLA. Neither Party will be required to terminate this PLA due to a breach of this PLA by the other Party.

10.8.Interpretation. The descriptive headings of this PLA and the division of this PLA into Articles, Articles and clauses are for convenience only and will be of no force or effect in construing or interpreting any of the provisions of this PLA. The rule of construction providing that an agreement is to be construed against the drafting party will not apply to this PLA. Except where the context expressly requires otherwise, (a) the words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation”, (b) the words “will” and “shall” will be construed to have the same meaning and effect, (c) any definition of or reference to this PLA or any other agreement, instrument or other document herein will be construed as referring to this PLA or such other agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, will be construed to refer to this PLA in its entirety and not to any particular provision hereof, (e) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or,” (f) references to any specific law, rule or regulation or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and references to any specific law will include any regulations made pursuant thereto, (g) references to the singular will include the plural, and vice versa, (h) words importing a specific gender will include the opposite or neutral gender, as the case may be, (i) all references herein to Articles or Schedules will be construed to refer to Articles or Schedules of this PLA unless the context expressly requires otherwise and (j) references to this PLA include all Schedules hereto and any invoices issued by geoLOGIC to Customer hereunder, provided that, in the event of any conflict between the terms of this PLA and any invoices issued by geoLOGIC to Customer hereunder, the terms of this PLA will control.