TERM & TERMINATION Term: This Agreement will start on the Effective Date and will continue until the date of expiry (if any) set forth in the SOF issued by the Licensor, or until otherwise terminated under this Agreement (the “Term”). Termination: You may terminate this license: without cause at any time upon written notice to Licensor, in which case any prepaid amounts will be non-refundable; on 21 days’ written notice if Licensor is in breach of the terms of this Agreement or any other agreement with the Licensor and such breach has not been cured within the notice period. Licensor shall have the right to terminate this Agreement on 21 days’ written notice if you breach the terms of this Agreement or any other agreement with the Licensor and such breach has not been cured within the notice period. Either party may terminate this Agreement immediately upon written notice if the other party is insolvent, files for bankruptcy, or the subject of any proceeding under the Bankruptcy and Insolvency Act or CCAA, or any other statute of similar purpose which has not been successfully resolved in your favor within ninety (90) days. Such termination shall be in addition to and not in lieu of any legal remedies otherwise available to the terminating party. Renewal. In the event this Agreement is for a fixed term, you may have renewal rights and any such rights will be set forth in the SOF issued by the Licensor. Renewal rights (if any) are exercisable if you and your Users are not in default of the terms of this Agreement, and not in default of a payment obligation under any other agreement with Licensor. For the purposes of this section, you shall not be considered in default of a payment obligation unless the Licensor has provided written notice to you under the agreement in question, and you have failed to cure or remedy such default within the time permitted under that agreement. Rights on Termination: Upon termination or expiry of this Agreement, you will cease all use of and erase all Software, including any parts thereof or copies thereof, residing on your computer(s) and return all Software to Licensor. If requested, you shall furnish a sworn statement or declaration by an officer or director, attesting to your compliance with such obligations. VERIFICATION Verification. Licensor has the right to verify compliance with the terms of this license at its sole cost, no more than once annually, upon thirty days’ written notice, during normal business hours, in a manner that does not interfere with your business, and you agree to provide Licensor with information as may be reasonably requested from time to time regarding the number of Users, the locations and the processors on which the Software is installed and other compliance requirements. GOVERNING LAW & DISPUTES Governing Law & Disputes. This Agreement is governed by the laws of the State of Nevada, and the laws of Nevada applicable therein, without regard to its conflict of laws rules. Both parties agree that by executing this Agreement they have attorned to the exclusive jurisdiction of the courts in the state. GENERAL TERMS Commercial Third-Party Licenses. You are required to obtain and maintain at your cost and expense: any commercial third-party software licenses which may be required to operate with the Software; wireless data communications services from a service provider; and any wireless handheld end-user devices. Assignment: Neither party will assign, transfer, encumber or otherwise dispose of any or all of the rights granted to it under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, no consent shall be required for either party to assign this Agreement as part of a duly authorized corporate re-organization or duly authorized disposition of all or substantially all of the assets of the licensee, or merger transaction. Legal Effect: This Agreement describes certain legal rights. You may have other rights under the laws of your province, state or country. This Agreement does not change your rights under the laws of your province, state or country if those laws do not permit it to do so. No Partnership: Nothing contained in this Agreement is to be deemed or construed to create between the parties a partnership or joint venture. No party has the authority to act on behalf of any other party, or to commit any other party in any manner at all or cause any other party’s name to be used in any way not specifically authorized by this Agreement. Enurement: Subject to the limitations in this Agreement, this Agreement operates for the benefit of and is binding on the parties and their respective successors and permitted assigns. No Waiver: No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time regarding any terms of this Agreement operates as a waiver of that party’s rights under this Agreement. No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity. Survival: All terms which require performance by the parties after the expiry or termination of this Agreement, will remain in force despite this Agreement’s expiry or termination for any reason. The following terms shall survive termination of this Agreement: 2.4, 6.0, 7.0, 8.0, 9.0, 10.4, 12.0, 13.8, 13.12 and 13.14. Severability: Part or all of any section that is indefinite, invalid, illegal or otherwise voidable or unenforceable may be severed and the balance of this Agreement will continue in full force and effect. US Government Users: The Software is “commercial computer software” and may not be supplied to US Government users without (a) the prior written permission of Licensor and (b) the imposition or declaration of restricted rights as may be applicable under US law. Use, duplication or disclosure by the US Government is subject to restrictions as set forth in DFARS 227.7202 or in FAR 52.227-19, and FAR Section 12.212, or their successors as applicable. Owner is Spira Data Corp. of Suite 500, 630-8th Ave SW, Calgary AB Canada, T2P 1G6. You hereby agree to indemnify Licensor from any claims, actions, liability or expenses (including reasonable lawyers’ fees) resulting from your failure to act in accordance with the certifications and commitments in this Section. Export Controls: You may not use, export or re-export the Software except as authorized by applicable United States or Canadian law. By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of is subject to a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country any country subject to export controls. Entire Agreement: This Agreement, including all Exhibits thereto, sets out the entire understanding between the parties related to the licensing of Software. Changes: Changes to this Agreement may be made only with the prior written agreement of both parties. Language: It is the express will of the parties that this Agreement and all related documents be drawn up in English.