QDEX END USER LICENCE AGREEMENT

THIS QDEX END USER LICENCE AGREEMENT (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU"), AND QUANSER INC. ("QUANSER") WITH AN OFFICE AT 119 SPY COURT, MARKHAM, ONTARIO, L3R5H6, CANADA (TOGETHER THE "PARTIES" AND INDIVIDUALLY A "PARTY").  

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK OR TAP ON THE APPROPRIATE BUTTON. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE QDEX MOBILE APP.

THE QDEX SOLUTION MAY CONTINUE TO CHANGE OVER TIME AS QUANSER REFINES AND/OR ADDS MORE FEATURES. QUANSER MAY STOP, SUSPEND, OR MODIFY THE QDEX SOLUTION AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. QUANSER MAY ALSO REMOVE ANY FEATURES AND CONTENT FROM THE QDEX SOLUTION IN ITS SOLE DISCRETION.

1. Definitions.  Unless the context requires otherwise, the following terms have the meanings set out below (and where the context so admits, the singular shall include the plural, and vice versa).

“Administrator” means users who have the same authorization as Creators and Publishers in addition to the authorization to delete Registered User accounts and edit certain Registered User registration information. Administrators may also be granted access to special usage analytics and reports.

“Content” means any interactive digital content created by third parties using the Tools or created using third party platforms or technologies that provide educational offerings in engineering and scientific domains to You.

“Content Repository” means Content that is uploaded to an area within the QDEX Web Platform that is accessible by and can be downloaded to the QDEX Mobile App. For clarity, Content Repository includes REPO.

“Creator” means users authorized to download QDEX PLAY, install QDEX CREATE, and access QDEX MANAGE. For clarity, Creators may upload Content to QDEX REPO using QDEX CREATE, and read any resulting QDEX MODULE using QDEX PLAY.

"Documentation" means the applicable installation guide and other standard end user documentation, including, any safety instructions, codes of conduct, guidelines, or usage rules prepared and supplied by Quanser for the specific type and version of QDEX Mobile App.

“ENTERPRISE Software Platform” means the Quanser proprietary software platform that may include as applicable, customer versions of QDEX PLAY, QDEX REPO, and QDEX MANAGE.  

"Handheld Product" means any device including a portable device such as a smartphone or tablet on which QDEX Mobile App has been designed and authorized by Quanser to operate.

“Materials” means any data, text, photograph, graphic, video, message, tag, music, sound, or other digital material or other digital information.

“Publisher” means users who have the same authorization as Creators in addition to the authorization to manage specific QDEX MODULES by expanding the number of Registered Users who can access said QDEX Modules. Publishers may also register other Registered Users accounts.

“QDEX CREATE” means the Content creation application that may be provided to You under this Agreement as a Microsoft Visual Studio plugin, or stand-alone application.

“QDEX MANAGE” means the account management platform that may be provided to You under this Agreement on the QDEX Web Platform.

“QDEX Software Bundle” means the software components and applications provided to You under this Agreement (in whatever form, medium or manner provided or subsequently installed or used, including but not limited to QDEX PLAY and QDEX CREATE) to access the Quanser QDEX Solution that may include as applicable.

"QDEX Mobile App" means the Quanser proprietary QDEX mobile application provided to You under this Agreement (in whatever form, medium or manner provided or subsequently installed or used, including but not limited to QDEX PLAY) and designed for use on a Handheld Product and as part of the Quanser QDEX Solution.  The term "QDEX Mobile App" shall not include any Third Party Components or Content, whether or not the Third Party Components or Content is distributed by Quanser or on behalf of Quanser, or the Third Party Components or Content accompanies, is provided with, or operates in conjunction with, the QDEX Mobile App.

“QDEX MODULES” means the modules that may be available to You under this Agreement through the QDEX Mobile App. Without limiting the foregoing, the QDEX MODULES may be “Private” whereby only the Creator may read and/or write the module’s content, “Closed Group” whereby only certain users may read the module’s content as authorized by the module’s Publisher or Administrator, “Public” whereby any user who has QDEX PLAY may only read the module’s content, or “Collaborative” whereby users authorized by the module’s Publisher or Administrator may read and write the module’s content.

“QDEX PLAY” means the QDEX Mobile App that may be provided to You under this Agreement as a player and may be available on Apple iTunes and Google Play.

"Quanser QDEX Solution" means the Quanser proprietary software platform that includes but is not limited to the QDEX Mobile App, QDEX Web Platform, QDEX CREATE, and Documentation.

"QDEX Web Platform" means a Quanser proprietary web platform that includes Tools and the Content Repository. For clarity, the QDEX Web Platform includes QDEX MANAGE and web-based portions of the ENTERPRISE Software Platform. Users that are enterprises or intuitions (“Enterprise Users”) may use the QDEX Web Platform to manage user accounts and permissions.

“Registered User” means any Creator, Publisher, or Administrator.

“REPO” means a Content Repository server that stores all of the Content, which includes Third Party Components.

"Third Party Components" means software and interfaces, licensed by Quanser from a third party for incorporation into the QDEX Mobile App and QDEX Web Platform and distributed as a part of the QDEX Mobile App.

“Tools” means the authoring and management tools and associated templates, widgets, and libraries that are included in the QDEX Web Platform.

2. Grant of Licence

Subject to the terms and conditions herein, and the terms and conditions in any applicable order form (“Order Form”), this Agreement grants You a limited, non-sublicensable, non-exclusive, non-transferable right to install, run, and use a copy of the QDEX Mobile App on a Handheld Product, and QDEX Create. The QDEX Mobile App is licensed, not sold.

The Order Form is a separate document, referring to the Agreement. The Order Form may specify the right to use the QDEX Web Platform and Content, as well as user restrictions (such as a number of authorized users)

If You are acquiring Content and the QDEX Mobile App on a subscription basis or as part of a free trial, then the license rights set out above apply only for the time period for which You have paid the requisite subscription fees or for the time period authorised by Quanser or its authorised distributor, as the case may be.

In all cases, the license(s) granted under this Agreement, only permit You to use the QDEX Software Bundle or to access the QDEX Web Platform only for Your own internal or personal purposes unless otherwise specified in Your Order Form.

Updates and Upgrades. This Agreement and the licenses granted herein, do not imply any rights or entitlement to future upgrades or updates of the Quanser QDEX Solution. Notwithstanding the foregoing, the QDEX Software Bundle may include functionality to automatically check for updates or upgrades to the Quanser QDEX Solution, and You may be required to update QDEX Software Bundle or Third Party Components in order to continue to access or use the QDEX Mobile App, the Third Party Components, the QDEX Web Platform, QDEX CREATE, and Content. Quanser may (but is not obligated to) make updates or upgrades available to You from time-to-time. Any updates or upgrades provided to You by Quanser under this Agreement shall be considered Quanser QDEX Solution or Third Party Components, as the case may be. For clarify, Quanser may at any time, modify the functionality of the QDEX Mobile App, QDEX CREATE and/or the QDEX Web Platform via upgrade, update, or otherwise at any time in its sole discretion.

Beta Products. If the Quanser QDEX Solution is identified as pre-commercial, evaluation, "alpha" or "beta" software ("Beta Software"), the license rights set out above with respect to Your use of such Beta Software apply only for the time period authorised by Quanser ("Test Period") and solely to the extent necessary to enable You to test and provide Feedback to Quanser regarding the Beta Software.  Such license will automatically terminate upon the expiration of the Test Period, which period may be extended or terminated by Quanser at any time, in its sole discretion, but, unless You are in breach of this Agreement, Quanser will, if feasible, use commercially reasonable efforts to provide You with prior notice of any change to the duration of the Test Period.  Notwithstanding the Test Period, You acknowledge and agree that Quanser may include technical measures in the Beta Software that render it inoperable after a specified period of time and You agree that You will not circumvent such technical measures, nor attempt to do so.  In consideration of the grant of license to the Beta Software, You agree that You will provide Quanser with Feedback on Beta Software as Quanser reasonably requests, including ongoing feedback regarding bugs and faults experienced during the Test Period, without any compensation or reimbursement of any kind from Quanser, and that the Section below entitled "Feedback" will apply to such Feedback.  Quanser may specifically request that You complete a survey related to Beta Software and You agree to complete any such surveys.  YOU ACKNOWLEDGE AND AGREE THAT ALL TESTING, EVALUATION, AND USE OF BETA SOFTWARE IS DONE ENTIRELY AT YOUR OWN RISK.

3. Ownership and Limits to Use

You do not acquire any ownership right, title or interest in or to any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright, database rights or rights in any confidential information or trade-secrets, in or relating to Your QDEX Software Bundle and QDEX Web Platform, including Content that is made available by Quanser or through the Quanser QDEX Solution. You also do not acquire any license rights in or related to Your QDEX Software Bundle and QDEX Web Platform, or in any Content made available to You by Quanser or through the Quanser QDEX Solution, other than the rights expressly licensed to You under this Agreement, in the associated Documentation, or in another mutually agreed upon written agreement that You may have with Quanser.  Quanser expressly reserves all rights with respect to the Quanser QDEX Solution and Documentation not expressly granted by this Agreement. You acknowledge that this Agreement shall provide to You only a limited license as set forth herein during the term of this Agreement.

4. Rules of Use for QDEX Mobile App

You are responsible for all activities with respect to Your QDEX Software Bundle undertaken by You and You will ensure that:

a) You only use the QDEX Software Bundle in accordance with this Agreement, all applicable laws and regulations, and the applicable Documentation for the QDEX Software Bundle;

(b) You have the right and authority to enter into this Agreement, either on Your own behalf or on behalf of a minor, and You are over the age of majority;

(c) Any information that is provided to Quanser pursuant to this Agreement is true, accurate, current, and complete, and so long as You continue to use the QDEX Software Bundle or maintain an account, You will update such information to keep it true, accurate and complete;

(d) You do not knowingly, after making such inquiries as a reasonable person in Your position would undertake, use or permit others to use the QDEX Software Bundle in a manner that in Quanser's judgment, acting reasonably, interferes with, degrades or adversely affects any software, hardware, system, network, Content, or service, including any part of Your or any other end user’s Quanser QDEX Solution, used by any person, including Quanser, or otherwise has a detrimental effect upon Quanser, and You will immediately cease any such activity upon Quanser delivering notice of same to You;

(e) You do not use the QDEX Software Bundle to transmit, publish, post, upload, distribute or disseminate any inappropriate, profane, harassing, abusive, defamatory, libellous, obscene, illegal or deceptive Content.

(f) You do not use the QDEX Software Bundle to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including uploading, collecting, storing, posting, transmitting, communicating or otherwise making available any information or material that You do not have a right to collect, store or make available, including under any law or under contract or in violation of any duty, in breach of privacy rights or laws, illegal gambling, or any act that would infringe, violate or misappropriate any intellectual property rights and/or other proprietary rights of any third party (including copying and sharing software or Content for which You do not have the rights to copy and share, or unlawfully circumventing any digital rights management protections);

(g) You do not use the QDEX Software Bundle to upload, post, email, transmit, or otherwise make available any software or Content that contains any (i) virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, dead drop mechanism, or spyware; or (ii) any other software or Content likely or intended to (A) have an adverse impact on the performance of, (B) disable, corrupt, or cause damage to, or (C) cause or facilitate unauthorized access to or deny authorized access to, or cause to be used for any unauthorized or inappropriate purposes, any software, hardware, services, systems, or data ("Malware") (and, if You become aware of the existence of any Malware in or relating to the QDEX Software Bundle, You will promptly notify Quanser);

(h) You do not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the QDEX Software Bundle or any Content, or any part thereof, made available to You to any other person;

(i) You do not attempt to gain unauthorised access to the QDEX Software Bundle or other accounts, through hacking, password mining or any other means, or obtain or attempt to obtain any Content made available through the QDEX Software Bundle through any means not intentionally made available to You;

(j) You do not use the QDEX Software Bundle to impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity, or create a false identity to mislead others, including phishing and spoofing;

(k) You cooperate with Quanser and provide information requested by Quanser to assist Quanser in investigating or determining whether there has been a breach of this Agreement.  You hereby authorise Quanser to cooperate with:  (i) law enforcement authorities in the investigation of suspected criminal violations; (ii) third parties in investigating acts in violation of this Agreement; and (iii) system administrators at Internet service providers, networks or computing facilities in order to enforce this Agreement.  Such cooperation may include Quanser disclosing Your username, IP address, or other personal information; and

(l) You may not modify, create derivative works, or alter in any manner the QDEX Software Bundle or the Documentation (including translation or localisation) or take part in any such an effort initiated by a third party.

5. Confidentiality and No Reverse Engineering

You acknowledge and agree that the QDEX Software Bundle was: (a) developed at considerable time and expense by Quanser; and (b) that the QDEX Software Bundle, QDEX Web Platform, and Beta Software contain confidential information including the trade-secrets of Quanser.  Without limiting the foregoing, for Beta Software, confidential information includes the appearance, ‘look and feel’, performance, specifications, features and functionality of software, which information may not be discussed or shown to the public by You in any manner until publicly released by Quanser.  This Agreement gives You no right to obtain from Quanser any source code for the QDEX Software Bundle and, except to the extent that Quanser is expressly precluded by law from prohibiting these activities, You agree that You will not alter, modify, adapt, create derivative works, translate, deface, or Reverse Engineer the QDEX Software Bundle or attempt to do so, or permit, acquiesce, authorise or encourage any other party to do the same.  For the purpose of this Agreement, "Reverse Engineer" includes any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of "dumping of RAM/ROM or persistent storage", "cable or wireless link sniffing", or "black box" reverse engineering) data, software (including interfaces, protocols, and any other data included in or used in conjunction with programs that may or may not technically be considered software code), service, or hardware or any method or process of obtaining or converting any information, data or software from one form into a human-readable form.

6. Required Handheld Product and Airtime Service

You are responsible for ensuring that the Handheld Product and wireless network airtime services with which You choose to operate Your Quanser QDEX Solution meets Quanser's minimum requirements required for Your Quanser QDEX Solution as set out in the Documentation.

7. Additional Terms

You may be required to agree to additional terms and conditions with Quanser in relation to Third Party Components (e.g. open source components) and in order to use certain Content.  With respect to Third Party Components made available to You by Quanser, if the Third Party Components are not accompanied by a separate license or terms of service, its use shall be subject to the terms and conditions of this Agreement as though it were the QDEX Software Bundle that forms part of Your Quanser QDEX Solution; provided that such Third Party Components is provided to You by Quanser “AS IS” and “AS AVAILABLE”, with no express or implied conditions, endorsements, guarantees, representations or warranties, and as between You and Quanser, the limitations and exclusions of liability and disclaimers set out in this Agreement shall apply, but the refund provisions set out in this Agreement shall not apply.

8. Your Materials and Other Content

(a) Feedback.  You may provide feedback to Quanser about the QDEX Software Bundle and the Quanser QDEX Solution.  Unless Quanser otherwise agrees in writing, You hereby agree that Quanser shall own all feedback, comments, suggestions, ideas, concepts and changes that You provide to Quanser regarding 'Your Quanser QDEX Solution and all associated intellectual property rights (collectively the "Feedback") and You hereby assign to Quanser all of Your right, title and interest thereto.  You will not knowingly provide Quanser any Feedback that is subject to third party intellectual property rights.  You agree to cooperate fully with Quanser with respect to signing further documents and doing such other acts as are reasonably requested by Quanser to confirm that Quanser owns the Feedback and to enable Quanser to register and/or protect any associated intellectual property rights and/or confidential information.

(b) Your Materials, Content.  You, and not Quanser, are entirely responsible for Your Materials.  Quanser does not control Your Materials and the Content that are made available to You in connection with the Quanser QDEX Solution, and in addition to the disclaimers herein, Quanser does not guarantee the accuracy, integrity, or quality of, and is not liable for Your Materials and any Content.  Quanser may establish general practices and limits concerning use of the QDEX Software Bundle, including, the volume of Your Materials and Content that may be stored, the maximum period of time during which Your Materials and the Content or message/discussion board postings will be retained, and/or the period of time during which You may continue to use or access Your Materials and any Content.  You agree that Quanser has no responsibility or liability whatsoever for the loss, deletion of, unauthorized access, or failure to store Your Materials and any Content and, provided You have the necessary rights or licenses to do so, You should keep an alternative back-up copy of Your Materials and any Content for which retaining a copy is important for You.

(c) Your Materials.  Other than as expressly provided in this Agreement or an addendum thereto, this Agreement does not transfer any ownership of Your Materials to Quanser. With respect to Your Materials that You make available for inclusion on publicly accessible web sites or other publicly accessible aspects of the Quanser QDEX Solution, You grant Quanser a worldwide, perpetual, irrevocable, transferable, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Materials as is reasonable in connection with the provision and management of the Quanser QDEX Solution and You warrant and covenant that You have the right to grant to Quanser such a license.

(d) Objectionable Content. You understand that by using the QDEX Software Bundle, You may be exposed to Content that is, or that You consider to be, offensive, indecent, or otherwise objectionable.  Quanser and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content from the Quanser QDEX Solution.

(e) Suspend Access or Terminate.  You agree that from time to time Quanser may suspend access to the Quanser QDEX Solution or Content for indefinite periods of time or cease to make these available to You at any time, without notice to You, and You will have no recourse against Quanser should this occur.  Except to the extent prohibited by law, Quanser reserves the right in its sole discretion, and at any time, for any reason and without notice to You, to change, suspend, remove, disable, limit, preclude or terminate Your access to the QDEX Software Bundle, QDEX Web Platform, and/or Content and You will have no recourse against Quanser should this occur.

(f) Monetizing Your Materials. Quanser does not monetize Your Materials. You may however, monetize Your Materials, using Your own payment mechanism. Quanser has no responsibility and accepts no liability for this activity. Notwithstanding this Section 8(g), You may not commercialize Your Material uploaded to the Quanser QDEX Solution without Quanser’s consent, which shall not be unreasonably withheld.

9. Security, Accounts and Passwords

You agree to assume full responsibility for the establishment of appropriate security measures to control access to Your Handheld Product.  Without limiting the foregoing, You agree to choose strong passwords, and to maintain the security and confidentiality of all passwords used to access Your Quanser QDEX Solution or any portion thereof, including passwords used to access any account established in connection with Your Quanser QDEX Solution.  You further agree that You are responsible for all activity that occurs using Your passwords, or on or through Your accounts, including all financial charges or other liability incurred in respect of such activity.  You agree to immediately notify Quanser of any unauthorized use of all or any portion of Your Quanser QDEX Solution, including any passwords for any portion of the QDEX Software Bundle, by contacting Quanser Customer Support (support@qdexapps.com).  Quanser may take such actions that it deems appropriate following receipt of such notification, but has no obligation to take any action.  You agree that notifying Quanser as set out above does not relieve You of responsibility for all activity that occurs using Your passwords, or on or through Your accounts.

10. Term

This Agreement shall be effective upon Your agreeing to be bound by the terms and conditions of this Agreement (as described in the preamble above) and shall continue in effect unless terminated in accordance with the provisions set out herein.

11. Remedies and Termination

In addition to any other of Quanser’s rights or remedies set forth in this Agreement:

(a) If You breach this Agreement, Quanser or its agent may, but is not obligated to, take certain actions they deem appropriate.  Such actions may include temporary or permanent removal of Your Materials and Content and/or the immediate suspension or termination of all or any portion of Your Quanser QDEX Solution.

(b) Quanser may, in addition to all other rights and remedies provided by this Agreement or by law, immediately terminate this Agreement and any other license agreement between You and Quanser for any other portion of Your Quanser QDEX Solution used by You if You breach this Agreement, or any Addendum or other agreement You have in effect with Quanser, including, by failing to pay any fees within thirty (30) days of their becoming due and payable.  Where You have provided Quanser with accurate contact information, Quanser shall use reasonable commercial efforts to provide You with notice of termination.

(d) In addition, Quanser may terminate this Agreement and/or immediately cease to provide the Quanser QDEX Solution without any liability whatsoever to You if Quanser is prevented from providing any portion or all of the Quanser QDEX Solution by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body, or if a notice from a government agency or department indicates Quanser is not permitted to provide any portion or all of the Quanser QDEX Solution.  Nothing herein shall be construed to require Quanser to seek a waiver of any such law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.

(e) Except as expressly provided herein, Quanser shall not have any liability to You arising from or related to the termination of this Agreement, or any rights or licenses granted herein, in accordance with this Agreement.

(f) Any termination under this Agreement by Quanser will be effective without Quanser obtaining any judicial or administrative consent, approval or resolution whatsoever in Your jurisdiction.

12. Effect of Termination

Upon termination of this Agreement or the provision of the Quanser QDEX Solution to You, however caused, or if Your subscription or a free trial for the Quanser QDEX Solution expires, or the Test Period for Beta Software expires or is terminated:  (a) You will immediately discontinue all use of the QDEX Software Bundle, or in the case where this Agreement is not terminated, the item(s) of QDEX Software Bundle including Content for which the license has been terminated or expired, and return all copies of such; and (b) Quanser shall have the right to block any transmission of data to and from the QDEX Software Bundle without notice to You.  Upon termination of any account You may have with Quanser, You authorise Quanser to delete Your Materials, Content, any files, programs, data  associated with such account, without notice to You.  You shall remain liable for all amounts due up to and including the effective date of termination in relation to the affected Quanser QDEX Solution and Content, including amounts charged to Your authorized mode of payment.  In the event of the termination of this Agreement by Quanser pursuant to provisions of this Agreement, You shall pay to Quanser all fees (including reasonable lawyers’ fees and costs) and related expenses expended or incurred by Quanser in the enforcement of its rights hereunder.  Notwithstanding the foregoing, because of the nature of the QDEX Software Bundle, it may be impossible to return the QDEX Software Bundle. In such cases, please permanently delete the QDEX Software Bundle and Content from Your Handheld Product and computing platform.

13. Consent to Collection, Use, Processing, Transfer, Storage and Disclosure (collectively, “Process” or “Processing”) of Information

Personal information that is Processed by Quanser and its service providers will be treated in accordance with Quanser’s Privacy Policy (which is hereby incorporated by reference into this Agreement and can be viewed at qdexapps.com/privacy or obtained by emailing admin@qdexapps.com).

(a) Personal Information. Your installation and/or use of the QDEX Software Bundle may result in the Processing of personal information (as defined under applicable law) about You by Quanser and its service providers.  Depending on the functionality used in the Quanser QDEX Solution, personal information may include information such as name, email address, telephone number, account credentials and settings, Handheld Product information (for example, Handheld Product identifiers), airtime service provider information, and information about the use of the Quanser QDEX Solution and Content.  You consent that Quanser may collect such personal information from You directly.

(b) Purposes.  Consistent with Quanser’s Privacy Policy, personal information may be Processed by Quanser and their service providers for purposes related to (i) understanding and meeting Your needs and preferences and to provide You with the Quanser QDEX Solution and Content; (ii) developing new and enhancing existing products and services, including to communicate with You about them; (iii) managing and developing the Quanser’s business and operations; and (iv) meeting legal and regulatory requirements.  Furthermore, Quanser may make available to or send to You upgrades or updates, or notices of upgrades or updates, of the Quanser QDEX Solution and related products or services.

14. User Data

In addition to any disclosures authorized by Section 13, You consent and agree that Quanser may access, preserve, and disclose Your data, including personal information, Materials, or information about the use of the Quanser QDEX Solution  ("User Data"), to third parties, including foreign or domestic government entities, without providing notice to You under the laws of countries where Quanser and its service providers, other partners and affiliates are located in order to: (i) comply with legal process or enforceable governmental request, or as otherwise required by law;  (ii)  cooperate with  third parties in investigating acts in violation of this Agreement or to enforce this Agreement.

15. Limitation of Liability

THE QDEX MOBILE APP AS WELL AS THE DOCUMENTATION IS PROVIDED TO YOU AS IS. QUANSER DISCLAIMS ALL LIABILITY AND, OTHER THAN WHAT IS EXPRESSLY SET OUT IN THIS AGREEMENT, QUANSER OFFERS NO WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, RELATING TO THE USE, PERFORMANCE OR RESULTS THAT MAY BE OBTAINED THROUGH THE USE OF THE QDEX MOBILE APP AND DOCUMENTATION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QUANSER BE HELD LIABLE FOR ANY LOSS OR DAMAGE, DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL RESULTING FROM THE USE OF THE QDEX MOBILE APP, THE QDEX WEB PLATFORM, YOUR MATERIALS, CONTENT, THIRD PARTY COMPONENTS, AND DOCUMENTATION, INCLUDING, WITHOUT LIMITING THE PRECEDING, THE LOSS OR ALTERATION OF DATA, LOSS OF PROFIT, INTERRUPTION OF BUSINESS AND LOSS OF EMPLOYEE WORK TIME. THIS EXCLUSION OF THE LIABILITY OF QUANSER WILL PREVAIL EVEN WHEN YOU ADVISE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.  IN ANY CASE, QUANSER’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE SUM OF THE FEES YOU PAID FOR THIS LICENCE (IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF QUANSER TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. QUANSER IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF MATERIALS OR CONTENT PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH THE QDEX MOBILE APP AND/OR ANY INFORMATION LINKED THROUGH SUCH MATERIALS OR CONTENT.

16. Representations of Distributor

Quanser represents for Your benefit that:

a) it is duly authorised by Quanser and holds all rights necessary to execute this Agreement and there are no legal, judicial or contractual limitations preventing its execution; and

b) the QDEX Mobile App  and the Documentation are original works that, to Quanser’s knowledge, do not violate any copyright.

17. Warranty

Quanser does not warrant that the Quanser QDEX Solution will meet your requirements, be error free, or operate without interruptions. You acknowledge that the Quanser QDEX Solution operates in an environment that includes software and hardware of Third Party vendors and that Quanser does not control the products of Third Party vendors.

You have ninety (90) days from the receipt of this licence to report any defect in the Quanser QDEX Solution. In such an event, Quanser will, at no cost to You, endeavor to have programming errors corrected if possible, and deliver to You a functional version of the Quanser QDEX Solution. This obligation exists only if You provide at all relevant times the facilities described in this Agreement.

During this warranty period, to identify and resolve any problems relating to the Quanser QDEX Solution, refer to the Documentation for the applicable contact details for reporting such problems.

Notwithstanding the preceding, You are not entitled to the warranty if You modify elements of the Quanser QDEX Solution without the prior written authorisation of Quanser, if You do not follow the instructions found in the Documentation, or if You breach the terms and conditions of this licence.

THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

18. Severability; Entire Agreement

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement and any additional licenses accompanying the Quanser QDEX Solution constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements with respect to the Quanser QDEX Solution. Except as expressly set forth herein, any amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.

19. Governing Law

Quanser Software License Agreement

THIS SOFTWARE LICENSE AGREEMENT APPLIES TO ALL SOFTWARE PRODUCTS (INCLUDING BUT NOT LIMITED TO WINCON, QUARC, RCP, RCP LITE) LICENSED BY QUANSER CONSULTING INC. (“QUANSER”) TO YOU AS SET OUT IN THE ORDER CONFIRMATION ISSUED TO YOU BY QUANSER OR BY A QUANSER AUTHORIZED RESELLER (“ORDER CONFIRMATION”). THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND QUANSER. THE SOFTWARE PRODUCT INCLUDES COMPUTER SOFTWARE, THE ASSOCIATED MEDIA, ANY PRINTED MATERIALS, AND ANY "ONLINE" OR ELECTRONIC DOCUMENTATION. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, QUANSER IS UNWILLING TO LICENSE THE SOFTWARE PRODUCT TO YOU. IN SUCH EVENT, YOU MAY NOT USE OR COPY THE SOFTWARE PRODUCT, AND YOU SHOULD PROMPTLY CONTACT QUANSER FOR INSTRUCTIONS ON RETURN OF THE UNUSED SOFTWARE PRODUCT(S) FOR A REFUND. ALL RETURNS SHALL BE SUBJECT TO QUANSER'S THEN CURRENT RETURN POLICY.

Grant of License. In consideration of, and conditioned upon, your payment of the applicable fees to QUANSER or an authorized reseller of QUANSER, QUANSER hereby grants you a limited, non-exclusive, non-transferable (except as set forth herein) right to use (in accordance with one of the license types listed below) the specific SOFTWARE PRODUCT, as such SOFTWARE PRODUCT and license type are identified in the applicable Order Confirmation, but only pursuant and subject at all times to the terms and conditions of this Agreement. The SOFTWARE PRODUCT is in "use" when loaded into temporary memory (i.e., RAM) or installed into permanent memory (e.g., hard disk, CD-ROM, DVD-ROM, network storage device, or other storage device). The specific use rights granted to you are as follows and depend upon the type of license you have acquired:
1. Single User License. You may install and use one copy of the SOFTWARE PRODUCT on a single computer. While all of the SOFTWARE PRODUCT must be installed and used on the same computer, there is no limitation on the number of your employees that may access and use the SOFTWARE PRODUCT on such computer provided that the SOFTWARE PRODUCT does not run concurrently (i.e., only one instance of the SOFTWARE PRODUCT can be launched on one computer at a time).
2. Network License. You may install on and use the SOFTWARE PRODUCT from multiple, non-specific (floating) computers that you designate during the installation process across one or more locations as set out in the Order Confirmation that are owned, leased or controlled by you, provided that the total number of concurrent users does not exceed that set out in such Order Confirmation. You may have only as many users simultaneously using the SOFTWARE PRODUCT at any given time as permitted by the order confirmation. You are responsible for ensuring that the total number of users of the Software at any one time does not exceed the number of users licensed for the Software.
3. Upgrades. If the SOFTWARE PRODUCT is supplement or replacement code for a SOFTWARE PRODUCT that you previously licensed (an Upgrade), you may only use the SOFTWARE PRODUCT if you have (at the time you receive the Upgrade) a valid license to use the pre-existing SOFTWARE PRODUCT (“Pre-existing License”). You may only install and use the Upgrade on those computers on which you are authorized to use the pre-existing SOFTWARE PRODUCT pursuant to the Pre-existing License and in no event may you run both the Upgrade and the pre-existing SOFTWARE PRODUCT concurrently.
4. Evaluation License; Pre-Release Software Product. If you have acquired an evaluation license, you may install and permit your employees to use the SOFTWARE PRODUCT on computers in your workplace for internal evaluation purposes only. If the computers are laptop, notebook or similar portable computers, you may use the SOFTWARE PRODUCT on the portable computers while temporarily away from your workplace for internal evaluation purposes only in the same manner as you would normally do so on the portable computers while in your workplace. You will be deemed to have an evaluation license for all SOFTWARE PRODUCTS that have been provided to you by QUANSER and for which you do not have an Order Confirmation or other written document from QUANSER expressly designating the type of license granted to you for the SOFTWARE PRODUCT. The evaluation license is for your own internal use only. Therefore, notwithstanding anything in this Agreement to the contrary, you may not distribute or transfer any applications you create with the SOFTWARE PRODUCT under an evaluation license. You also agree to use reasonable efforts to provide feedback to QUANSER regarding your use of the SOFTWARE PRODUCT, including promptly reporting to QUANSER errors or bugs that you might find. Any such feedback you disclose to QUANSER, including any changes or suggested changes to QUANSER′s current or future products and services (collectively "Feedback"), shall be received and treated by QUANSER on a non-confidential and unrestricted basis, notwithstanding any restrictive or proprietary legends to the contrary accompanying or otherwise associated with the Feedback. You hereby grant to QUANSER a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable license to use, copy, and modify the Feedback for any purpose, including incorporation or implementation of such Feedback into QUANSER products or services, and to display, market, sublicense and distribute the Feedback as incorporated or embedded in any product or service distributed or offered by QUANSER. You also acknowledge and agree that the SOFTWARE PRODUCT IS EVALUATION ONLY AND/OR A PRE-RELEASE SOFTWARE PRODUCT. AS SUCH, THE SOFTWARE PRODUCT MAY NOT BE FULLY FUNCTIONAL AND YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE PRODUCT. QUANSER WILL NOT UPDATE THE SOFTWARE PRODUCT, NOR WILL QUANSER SUPPORT THE SOFTWARE PRODUCT. THE SOFTWARE PRODUCT MAY CONTAIN CODE THAT WILL, AFTER A CERTAIN TIME PERIOD, DEACTIVATE THE SOFTWARE PRODUCT AND RENDER THE SOFTWARE PRODUCT UNUSABLE. ALTHOUGH THE SOFTWARE PRODUCT MAY WARN YOU OF THE TIME-FRAME IN WHICH IT WILL BE DISABLED, YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE PRODUCT MAY BE DEACTIVATED OR RENDERED UNUSABLE WITH OR WITHOUT WARNING. Upon such deactivation, this Agreement will be considered terminated. Prior to deactivation of the SOFTWARE PRODUCT, you may contact QUANSER to convert your evaluation license for the SOFTWARE PRODUCT to a single user license or network use license, under such terms, and to the extent, if any, that QUANSER generally makes such licenses available for the SOFTWARE PRODUCT, or such other license as QUANSER may (in its sole discretion) permit by paying to QUANSER the applicable license fee and obtaining from QUANSER written confirmation of the license type. QUANSER may (in its sole discretion and upon notice to you) terminate the evaluation license at any time, whereupon this Agreement will be considered terminated. If the SOFTWARE PRODUCT consists of pre-release software, then notwithstanding anything in this Agreement to the contrary, QUANSER makes no warranties (express or implied) regarding the SOFTWARE PRODUCT. In the event of a conflict between this section and any other provision of this Agreement, this section shall control.
License Term. This Agreement shall continue until terminated as provided in this Agreement.
1. Perpetual License. You have the right to use the SOFTWARE PRODUCT indefinitely, subject, however, to the termination provisions in this Agreement.
2. Termination. This Agreement shall automatically terminate upon failure by you to comply with its terms.
3. Effect of Termination Upon termination of this Agreement, regardless of the reason, the license grants contained herein shall terminate and you must immediately cease all use of the SOFTWARE PRODUCT and immediately destroy all copies of the SOFTWARE PRODUCT, or deliver the SOFTWARE PRODUCT and all copies to QUANSER if QUANSER has so demanded prior to such destruction.
Restrictions. You may not: (i) reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT; (ii) use the SOFTWARE PRODUCT to gain access to unencrypted data in a manner that defeats the digital content protection provided in the SOFTWARE PRODUCT; (iii) sub-license, lease, lend, or rent the SOFTWARE PRODUCT; (iv) (other than as expressly permitted under this Agreement) disclose in whole or in part, distribute in whole or part, modify, or create derivatives of the SOFTWARE PRODUCT or distribute or publish applications created with the SOFTWARE PRODUCT. Further, all uses of the SOFTWARE PRODUCT shall be in accordance with the applicable documentation that accompanies the SOFTWARE PRODUCT and not in any manner intended to (or that) circumvents such documentation or the intent of this Agreement. Additionally, the use of the SOFTWARE PRODUCT is intended only for use with content owned by you, public domain content or properly licensed content. You agree that you shall only use the SOFTWARE PRODUCT in a manner that complies with all applicable laws in the jurisdictions in which you use the SOFTWARE PRODUCT, including applicable restrictions concerning copyright and other intellectual property rights. You may not use the SOFTWARE PRODUCT in an attempt to, or in conjunction with, any device, program or service designed to, circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. The SOFTWARE PRODUCT, and all copies of the SOFTWARE PRODUCT, are owned by QUANSER or its suppliers and are protected by applicable copyright laws and international treaty provisions. The SOFTWARE PRODUCT, and copies thereof, are licensed only, and are not sold or leased. In no event may you remove or alter any copyright, patent, trademark, or other legal notices or disclaimers that exist in the SOFTWARE PRODUCT. All rights not expressly granted to you in this Agreement are reserved to QUANSER. Further, and without limiting the foregoing, no license or any right of any kind (whether by express license, implied license, the doctrine of exhaustion, or otherwise) is granted under any QUANSER patents (whether identified herein or not) or other intellectual property right of QUANSER with respect to any other product(s) of QUANSER or of any third party, including the right to use any of these other products.
Transfer. You may transfer the SOFTWARE PRODUCT to a third party provided that you notify QUANSER in writing of such transfer (including the name and location of such third party), such third party accepts the terms and conditions of this Agreement, and after such transfer, you do not retain any copies of the SOFTWARE PRODUCT (including all Upgrades that you may have received) nor retain any of the written materials that comprise the SOFTWARE PRODUCT. QUANSER may, in its discretion, charge you a fee for the transfer of the SOFTWARE PRODUCT.
Limited Warranty. QUANSER warrants that the physical media, if any, on which the SOFTWARE PRODUCT is recorded is free from defects in materials and workmanship under normal use and service for a period of thirty (30) days from the date of delivery to you. If such a defect exists and you are within the thirty (30) day period, you may return the entire package, including packaging, postage prepaid with a copy of the invoice to QUANSER at the address below (or if the SOFTWARE PRODUCT was downloaded, delete and destroy all copies of the SOFTWARE PRODUCT and certify such deletion and destruction to QUANSER by written or electronic communication), and QUANSER, at its option, shall either return the purchase price or replace the media. If failure of the media has resulted from accident, abuse, or misapplication, QUANSER shall have no responsibility whatsoever to refund the purchase price or replace the media. In the event of replacement of the media, the replacement media will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is the longer. Except as set out in this Agreement, this remedy is your exclusive remedy for a breach of warranty, and is QUANSER's (or any of its affiliated corporations' and their respective directors', officers', employees' or shareholders') entire liability and is the only warranty made with respect to the SOFTWARE PRODUCT. Any claims made by you for the breach of a warranty, shall be made in writing and delivered to QUANSER at the address set forth below, and you shall provide QUANSER a reproducible test case, if applicable, demonstrating the breach of warranty. QUANSER does not warrant that the SOFTWARE PRODUCT will meet your requirements, be error free, or operate without interruptions. You acknowledge that the SOFTWARE PRODUCT operates in an environment that includes software and hardware of Third Party vendors and that QUANSER does not control the products of Third Party vendors. You further acknowledge that you possess superior knowledge with respect to your operations and have relied upon your own skill and judgment in selecting and licensing the SOFTWARE PRODUCT. You further acknowledge that the SOFTWARE PRODUCT is not fault-tolerant and is not designed, manufactured, or intended for use with on-line control equipment in hazardous environments requiring fail safe performance in which the failure of the SOFTWARE PRODUCT could lead directly to death, personal injury, or severe physical or environmental damage. Accordingly, QUANSER and its suppliers specifically disclaim any express or implied warranty of fitness for such High Risk Activities. You agree that QUANSER and its suppliers will not be liable for any claims or damages arising from the use of the SOFTWARE PRODUCT in such applications. You understand that the SOFTWARE PRODUCT may include certain third party software subject to separate license terms either presented at the time of installation or otherwise separately available ("Third Party Software").
Intellectual Property Warranty and Indemnity. QUANSER warrants to you that the SOFTWARE PRODUCT does not, to QUANSER's knowledge, infringe any registered patent, copyright, trademark or trade secret right or other intellectual property right of a third party and which intellectual property right is protected by the laws of Canada or the United States (“IP Rights”). QUANSER shall hold you harmless from costs, damages and liability which may be incurred on account of a finding by a court of competent jurisdiction that QUANSER has breached the foregoing non-infringement warranty, and QUANSER shall, at its own expense, defend all claims, suits or actions alleging such infringement of IP Rights against you for which QUANSER had knowledge of such infringement, provided that QUANSER (i) is promptly notified of such claims, suits and actions, (ii) is given all evidence in your possession, and (iii) is given reasonable assistance by you in, and sole control of, the defense thereof and all negotiations for its settlement or compromise. In the event of a claim of infringement of IP Rights, QUANSER's obligation under this Agreement shall be fulfilled if QUANSER: (i) obtains a license for you to continue the use the SOFTWARE PRODUCT, or (ii) replaces or modifies the SOFTWARE PRODUCT so as to be commercially substantially equal but non-infringing, provided, however, that if none of these options are reasonably available to QUANSER, then upon written request by QUANSER, you shall return the SOFTWARE PRODUCT and QUANSER will refund the license fees you paid for the Software. The indemnification under this Section shall not apply to any claim of infringement of IP Rights which may be brought resulting from (1) any unauthorized use of the SOFTWARE PRODUCT; (2) any use of the SOFTWARE PRODUCT in a manner for which the SOFTWARE PRODUCT was not designed or in combination with any other product, which combination is the cause of the IP infringement; (3) any unauthorized modifications to the SOFTWARE PRODUCT made by you; (4) any willful act by you contrary to the terms of the license; (5) any settlement or compromise incurred or made by you without QUANSER's prior written consent; or (6) any Third Party Software. The above states the entire liability of QUANSER with respect to infringement of any and all intellectual property rights by the SOFTWARE PRODUCT and is in lieu of all warranties, express, implied or statutory, in regard thereto.
LIMITED LIABILITY. OTHER THAN AS EXPRESSLY SET OUT HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SOFTWARE PRODUCT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUANSER, ITS AFFILIATES, DEALERS, RESELLERS OR DISTRIBUTORS, SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. YOU ASSUME THE ENTIRE RISK AS TO THE USE AND PERFORMANCE OF THE SOFTWARE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL QUANSER, ITS AGENTS OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE PRODUCT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, TESTING INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT, THE INSTALLATION AND ACTIVATION OF THE SOFTWARE PRODUCT, THE TERMINATION OF THIS AGREEMENT, THE FAILURE OF EQUIPMENT RELATED TO YOUR COMPUTER OR DAMAGE TO YOUR COMPUTER, SOFTWARE OR OTHER PROPERTY RESULTING FROM YOUR USE OF THE SOFTWARE PRODUCT, EVEN IF QUANSER OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM, OR IT IS FORESEEABLE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN SUCH A CASE. QUANSER'S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO QUANSER FOR THE APPLICABLE SOFTWARE PRODUCT. THE LIMITATIONS OF THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold QUANSER and its suppliers harmless from and against any loss, liability, cost, expense or damage (including reasonable legal fees) arising directly or indirectly out of any claim, suit action or judgment brought against QUANSER or its Affiliates related to any act or omission by you relating to the SOFTWARE PRODUCT, including but not limited to the provision by you of any products or services, any representations, warranties or covenants made by you, any failure by you to comply with any of the terms of this Agreement, or violation by you of any provincial, state, federal, foreign, or other laws or regulations or any third party rights.
Compliance and Audit Rights. You agree to allow QUANSER or its suppliers (if applicable) to audit your use of the Software, and to provide the Auditor access to your facilities, sites, CPUs and computer systems, and cooperation from your employees and consultants, as reasonably requested by the auditor in order to perform such audit, all during normal business hours, and after reasonable prior notice from the auditor. If an audit discloses that you have failed to comply with one or more licenses, and such failure to comply could have in part or in whole been avoided by you having paid additional fees to expand the scope of the license or licenses, then you shall promptly pay QUANSER such licensing fees (at payee's then current rates) and, if such unpaid license fees exceed 5% of the license fees paid for the applicable SOFTWARE PRODUCT during the applicable period during which such underpayment occurred, then you shall, in addition to paying the unpaid fees, also reimburse QUANSER or its supplier, as the case may be, the full cost of such audit.
General Terms and Conditions
1. Export Controls. The SOFTWARE PRODUCT is subject at all times to all applicable export control laws and regulations of Canada and the United States in force from time to time. You agree that you shall not make any disposition of the SOFTWARE PRODUCT licensed from QUANSER that would violate those laws or regulations or would be contrary to the terms of this Agreement.
2. Governing Law. This Agreement along with any disputes of any kind whatsoever between Quanser and You are governed by the internal laws of the Province of Ontario, Canada, without regard to principles of conflicts of laws, and specifically excluding the United Nations Convention on the International Sale of Goods. Any disputes shall be resolved solely via commercial arbitration to be conducted in Toronto, Ontario, Canada
3. Successors and Assigns. These terms and conditions inure to the benefit of and shall be binding upon, our respective heirs, successors or permitted assigns. You shall not assign this Agreement without the prior written consent of QUANSER and any attempt to do so without such consent shall be void.
4. Invalidity of Terms. If any of these terms and conditions are found by a court of competent jurisdiction to be invalid, the parties hereto nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in such term or condition, and the other terms and conditions shall remain in full force and effect.
5. Acknowledgement; Entire Agreement. You acknowledge that you have read this Agreement, understood it, and agree to be bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive agreement between you and QUANSER with respect to the SOFTWARE PRODUCT, and supersedes all prior agreements, representations and any other communications, oral or written, between you and QUANSER relating to the subject matter of the Agreement including, without limitation, any warranties or representations with respect to the SOFTWARE PRODUCT. This Agreement may only be amended by written agreement of both parties.
6. QUANSER Address QUANSER's address, as of the effective date of this Agreement, is:

Quanser Consulting, Inc.
119 Spy Court
Markham, Ontario
Canada
L3R 5H6

20. Export Controls

You agree that You will not export or re-export any of the Quanser QDEX Solution or Confidential Information received from Quanser except in compliance with the applicable laws and regulations of the relevant government authorities.  You also agree that You will not use the Quanser QDEX Solution  for any purposes prohibited by applicable law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You represent that to the best of Your knowledge, You are eligible to receive the Quanser QDEX Solution under applicable law.  You certify that You will not transfer or export any product, process or service that is a direct product of the Quanser QDEX Solution.

21. No Waiver or Assignment.

No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Quanser, and no single waiver will constitute a continuing or subsequent waiver. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns. You may not assign this Agreement or the rights and obligations herein without the prior written consent of Quanser. Quanser may assign this Agreement to an affiliate or purchaser of the business or assets associated with the Quanser QDEX Solution.

22. Language

The parties confirm hereby that they each require that this Agreement and all documents and notices in connection therewith be drawn up in English.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

Effective Date: November 27, 2018

Updated: October 29, 2020