LICENSE AGREEMENT

Last updated on September 17, 2020

These Terms of Service, (the “Terms”), create an agreement between the company, organization, legal entity or legal person listed on the Subscription Order Form (“Licensee”, “Customer”, “You” or “Your” and terms of similar meaning) and Incident Xpress Inc. (“Incident Xpress”, “Licensor”, “We”, “Our”, or “Us” and terms of similar meaning) regarding Your access to and use of any Incident Xpress software (“Software”) and receipt of consulting, training, professional and/or other services (“Services”). All Subscribers must agree to these Terms before using the Software and Services.

If You are an individual agreeing to these Terms, You agree that these Terms apply to You as a Licensee or User; additionally, if You are agreeing to these Terms on behalf of a company, organization, other legal entity or legal person, You represent that You have the authority to bind that entity and its affiliates, and its respective employees, agents, delegates, representatives and any other individuals that have been authorized by You to access and use the Software and receive the Services (“Users”), to these Terms. If You do not agree with the Terms or if You do not have such authority, you must not submit a Subscription Order Form (as applicable) and Customer and Users will not be permitted to access, receive and use the Software and Services.

GENERAL This License:

1. Is an agreement between Incident Xpress Inc. (Licensor) and the Subscriber (Licensee) who is being licensed to use the Incident Xpress Software.
2. Allows Licensee to access the software stored on Microsoft Azure Cloud Services servers.
3. Agreement is the complete agreement between Licensor and Licensee in respect to the Software.
4. Replaces and supersedes all prior negotiations, dealings, and agreements whether verbal or in writing between Licensor and Licensee in respect to this Software.
5. Is governed by the laws of the province of Alberta, Canada.
6. Is valid without the signature of the Licensor or Licensee immediately upon Licensee first accessing the Software.
7. Confirms that Incident Xpress is only authorized for sale in the USA and Canada currently.
8. May be amended by Licensor from time to time.

LICENSOR warrants to Licensee that:

1. The Software does not infringe on any third party’s intellectual property rights.
   2. The Licensor will never, without the written permission of Licensee, access their data stored in Microsoft Azure Cloud.
   3. The Licensor will never access the Licensee’s credit card details.
   4. Licensor will maintain a comprehensive information security program to ensure the confidentiality, integrity and availability of the Customer Data that You upload into the Software and protect such Customer Data from unauthorized use, access, modification, disclosure or destruction in accordance with industry best practices.
   5. Licensor will not be responsible for any compromise, loss, delay, alteration, or interception of Customer Data during the transmission of any data whatsoever across the Internet or mobile telecommunications networks.
   6. Licensor will respond to technical support issues within 24 hours Monday through Friday from 9 AM to 5 PM Mountain time.
   7. Licensor will use reasonable efforts to ensure online access to Incident Xpress available 99.9% of the time except during scheduled maintenance, or any unavailability caused by Force Majeure.

LICENSEE understands that:

1. The software is the proprietary and copyrighted property of the Licensor and that the Licensor will remain the sole owner of all titles, rights, and interests in the Software.
2. Licensee transfers ownership of any suggestions, comments and ideas for product improvements shared with Licensor by Licensee to the Licensor.
3. This License Agreement is valid without Licensor’s or Licensee’s signature.
4. The effective date of this Agreement is the date the Licensee first accesses the Software.
   5. Licensee will pay all fees as set out in subscription order. Fees for Software are payable regardless of Your actual usage of the Software.
   6. That Licensee is prohibited from using the Software for the benefit of third parties whether for free or for a fee.
   7. There is no warranty of fitness for a particular purpose.
   8. The Licensee indemnifies and saves harmless the Licensor in respect to Licensee’s use of the product in a way that infringes on any country, state, or provincial legislation.
   9. Licensee will comply with applicable privacy and/or data protection laws in relation to the collection, use and disclosure of any personally identifiable information or personal data (“PII”) that You upload including customer data, and will be responsible for the accuracy, quality integrity and legality of any content related to Your data.
   10. Licensee will be responsible for protecting and securely managing account/user names, passwords and other login information to prevent unauthorized access and to promptly notify Licensor in event of unauthorized access to software.
   11. The Licensee agrees to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, or expenses connected with, or resulting from, Licensee’s use of the Software.
   12. The Licensor has the right to terminate this License Agreement should Licensee breach the terms of This License.

CANCELLATION Licensee understands that:

1. The Licensee can cancel their subscription at any time effective the expiry date of their current term.
   2. Upon Termination, Licensee will pay all fees owing to Licensor and Licensor will not refund any fees You may have already paid to us.
   3. Their data will be retained on Microsoft Azure Cloud Services servers for a period of six (6) months following the effective expiry date unless Licensor is specifically requested in writing by the Licensee to delete their data earlier.
   4. The Licensor has the right to terminate this License Agreement should Licensee breach the terms of This License.
   5. Licensor may update these Terms from time to time. If You do not agree with the changes, You can cancel the Services, stop using the Software without further obligation, except for the payment of amount due for any outstanding Services and terminate these Terms. Any changes or modifications to these Terms will be effective immediately upon posting of the revisions on the Incident Xpress Website.

NOTICES:

Licensee may submit any notifications in respect to this agreement to:

ATTENTION: Denis O’Sullivan
14315 99 Avenue NW
Edmonton, Alberta
Canada T5N 0H3

Or, via email to:

denis@incidentxpress.com

With a copy to:

cora@incidentxpress.com

Notwithstanding the foregoing, LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE’S USE OF THIS SOFTWARE.