Asset OptimizerTM Software Standard License Agreement 7.10 

PLEASE READ CAREFULLY BEFORE USING THIS SOFTWARE PRODUCT:  

This Standard License Agreement ("Agreement") is a legal agreement that sets forth the terms and conditions governing purchase of license(s) and use of Asset OptimizerTM Software owned and delivered by IDS Infrastructure Data Solutions, Inc. ("IDS"), a corporation with a place of business at 2 Research Drive, Regina, Saskatchewan, S4S 7H9, Canada.   

BY INSTALLING OR USING ASSET OPTIMIZERTM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND, IF APPLICABLE, YOU ARE DULY AUTHORIZED BY EMPLOYER TO ENTER INTO THIS CONTRACT. IF YOU DO NOT ACCEPT THE TERMS, DO NOT USE THE SOFTWARE PRODUCT. 

GRANT OF LICENSE. IDS grants to Licensee a nonexclusive, nontransferable, worldwide license solely to access and use of Asset OptimizerTM provided that: (a) the applicable license fees have been paid, (b) software is used by Licensee or Licensee’s Named Users, and (c) software is used for Licensee’s own internal use, in accordance with this Agreement and as authorized by IDS.  

PROVISION OF Asset OptimizerTM SOFTWARE. IDS grant Licensee the following non-exclusive rights provided Licensee agree to and comply with all terms and conditions of this Agreement: 

Use. You may use Asset OptimizerTM from your computers. IDS will provide customer support in accordance with its standard customer support policy and any additional support Licensee may purchase. IDS will use commercially reasonable efforts to ensure that Online Services will not transmit to Licensee any Malicious Code. IDS is not responsible for any Malicious Code that was introduced to Online Services through Licensee’s account. 

Prohibited Use. Licensee shall not use the software to store or transmit any Malicious Code. Licensee shall not attempt to reverse engineer any part of Asset OptimizerTM, to breach any security or authentication measures used by Asset OptimizerTM, or to test the vulnerability of the Software. Licensee is responsible for any claims against IDS arising from Licensee’s noncompliance with any prohibitions. 

Hosted Services Interruption. Hosted Online Services of Asset OptimizerTM may be interrupted or become temporarily unavailable, with or without prior notice, due to system failure, unanticipated or unscheduled downtime, or other events beyond the reasonable control of IDS. IDS provide Licensee with a Level of Service guarantee, as per a Service Level Agreement (SLA). IDS is not responsible for any damage, liabilities, losses (including loss of data and profits), or any other consequences that Licensee or any Licensee Named Users may incur as a result of any interruption to Asset OptimizerTM Online Services.   

Reservation of Rights. Asset OptimizerTM is licensed, not sold, to Licensee by IDS. IDS own all right, title and interest in and to Asset OptimizerTM and reserve all rights not expressly granted to you in this Agreement. Licensee agrees to refrain from any action that would diminish such rights or would call them into question. 

Additional Software. This Agreement applies to all upgrades or updates supplements to the original Software provided by IDS. 

Intellectual Property Rights. IDS has the full and unconditional ownership of Asset OptimizerTM. All IDS intellectual property rights in Asset OptimizerTM are protected by law, including but not limited to copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. Asset OptimizerTM does not infringe intellectual property rights of any Third Party. Licensee shall not remove any IDS logos or other attribution associated with any use of Online Services. 

Software and Performance Warranty. IDS warrants that its Licensed Software will perform substantially in accordance with IDS representation and documentation made available to Licensee. IDS will perform its obligations under this Agreement in accordance with all applicable laws and regulations. IDS has the requisite knowledge, personnel, resources and know-how to fully perform and deliver Licensed Software and associated services as contemplated by this Agreement in a professional manner. On all purchases made directly from IDS, IDS hereby grant to Licensee a ninety (90) day Software Warranty, commencing on the date that the Software is delivered to Licensee by IDS and continuing for ninety (90) consecutive days thereafter (the “Warranty Period”). 

Licensee’s Responsibilities. Licensee shall be responsible for Named Users’ compliance with this Agreement. Licensee and Licensee’s Named Users are the only persons authorized to access Asset OptimizerTM Online Services through Licensee’s accounts. Named Users’ login credentials are for designated named Users only and may not be shared among multiple individuals. Named Users login credentials may be re-assigned to new Named Users. Licensee’s Named Users are responsible for maintaining the confidentiality of their login credentials and will notify IDS if Licensee becomes aware of any unauthorized use of Licensee’s account or any other breach of security.  

Limitation of Liability. Notwithstanding any damages that Licensee might incur, the entire liability of IDS under any provision of this Agreement shall be limited to the amount actually paid by Licensee for Asset OptimizerTM subscription. In no event shall IDS be liable for any direct or indirect damages resulting from use of Asset OptimizerTM.  

Applicable Law: This Agreement is governed by the laws in force in the Province of Saskatchewan, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Regina, Saskatchewan. 

Amendments: No amendment to, or modification of this Agreement shall be binding unless made in writing and signed by IDS and Licensee. Any additional or differing terms or conditions in any other document or arrangement not forming part of this Agreement shall be void, and of no force or effect to the extent such are in breach of contradiction with this Agreement. 

 Entire Agreement. This Agreement is the entire agreement between IDS and Licensee relating to this relationship and supersedes all prior or contemporaneous oral or written communications, proposals and representations relating to that relationship.  

 Notices. All notices to be given under this Agreement to IDS shall be sent either by email to service@ids.consulting or as a hardcopy to the following address: IDS Infrastructure Data Solutions, Inc., 2 Research Drive, Regina, Saskatchewan, S4S 7H9, Canada. Information from IDS to Licensee shall be sent by email to the email address Licensee has provided upon purchase. It is Licensee’ responsibility to ensure that the e-mail address is correct.