End User License Agreement (EULA)

PLEASE CAREFULLY READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THIS IS AN AGREEMENT BETWEEN 1001107061 ONTARIO INC. An Ontario formed COMPANY ORGANIZED UNDER THE LAWS OF ONTARIO, CANADA (“LICENSOR” OR “ARGUS LIVE”) AND THE PERSON OR ENTITY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE (“LICENSEE”, “YOU” OR “YOUR”).

IF THE LICENSEE HAS SIGNED A SEPARATE WRITTEN AGREEMENT WITH THE LICENSOR COVERING YOUR RIGHTS AND DUTIES WITH RESPECT TO THE SOFTWARE, THEN THAT WRITTEN AGREEMENT TAKES PRECEDENCE OVER ANY CONFLICTING TERMS OF THIS AGREEMENT.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTERPRISE, CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, GOVERNMENTAL AUTHORITY, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL CORPORATE AUTHORITY TO BIND THAT ENTERPRISE AND ALL OF ITS END USERS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IT IS YOUR RESPONSIBILITY AS THE AUTHORIZED REPRESENTATIVE TO COMMUNICATE THE INFORMATION CONTAINED IN THIS AGREEMENT TO THE ENTERPRISE’S END USERS AND TO ENSURE THEIR FULL ACCEPTANCE AND STRICT COMPLIANCE WITH ALL TERMS AND CONDITIONS CONTAINED HEREIN.

BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE IN ANY MANNER, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF A COMPANY, CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL LEGAL AUTHORITY TO BIND THAT COMPANY, CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, OR OTHER LEGAL ENTITY TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ANY OR ALL OF THE TERMS OF THIS END USER LICENSE AGREEMENT, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SOFTWARE IN ANY MANNER.

1. IMPORTANT SAFETY NOTICE AND DISCLAIMER

1.1 Critical Understanding of App Purpose and Limitations

The Argus Live Application (the “App”) is intended as a harm reduction and prevention tool that can be used to establish communication with third party assistance services, emergency responders, healthcare providers, and designated support personnel in certain predetermined circumstances. The APP is not intended to replace direct communication with emergency responders (i.e., directly dialing 9.1.1). The App is designed to provide an additional layer of safety and monitoring for individuals who may be engaging in activities that carry inherent risks to their health, safety, and well-being. It is Your absolute responsibility as a User to understand the limitations of the App and to use the App appropriately, responsibly, and in accordance with all terms and conditions set forth in this Agreement.

1.2 User Responsibilities and Critical Safety Requirements

During any and all use of the App, You acknowledge, understand, and expressly agree that You are solely responsible for ensuring that the App is properly installed and remains open and active on Your mobile device or other computing device, that Your device maintains adequate battery charge and continues to function properly throughout the duration of Your use of the App, and that You maintain a stable and reliable connection to a cellular network, Wi-Fi network, or other internet connection at all times while using the App. You further acknowledge and agree that the effectiveness of the App is entirely dependent upon these technical requirements being met continuously during Your use of the App.

1.3 Response Obligations and Session Management

During usage of the App, You acknowledge and expressly agree that You are solely responsible for responding to any and all notices, alerts, communications, or other messages that You receive through the App in a timely and appropriate manner, provided that You are physically and mentally capable of doing so. If You initiate the App’s countdown timer feature, thereby initiating what is defined as a “Request for Monitoring Session” (a “Session”), You acknowledge and expressly agree that You are solely responsible for either: (a) affirmatively cancelling the Session through the App’s built-in cancellation feature; or (b) cancelling the Session by receiving and answering a telephone call on Your mobile device from a designated agent, representative, or employee of Argus Live or its authorized third-party service providers and clearly and unambiguously informing that agent, representative, or employee that the Session should be cancelled and that no further action is required. You specifically acknowledge and agree that merely closing the App, minimizing the App, switching to other applications, turning off Your mobile phone or other device, allowing Your device’s battery to drain, losing network connectivity, or any other action that does not constitute the specific cancellation procedures described above will NOT end, cancel, or terminate an active Session.

1.4 Comprehensive Disclaimer of Responsibility and Liability

The Licensor hereby expressly disclaims any and all responsibility, obligation, or liability for any losses, damages, costs, expenses, fees, charges, or other detriments of any kind or nature whatsoever that may be incurred by You as a direct or indirect result of Your failure to respond to notices, alerts, communications, or other messages in a timely or appropriate manner, or as a direct or indirect result of Your failure to cancel any Session in accordance with the proper procedures outlined above. You expressly acknowledge, understand, and agree that You should not rely solely, exclusively, or primarily on the App for Your health, safety, security, or well-being in the performance, undertaking, or engagement of any activity whatsoever, regardless of the nature, risk level, or potential consequences of such activity.

1.5 Limitation of Licensor Entity Responsibilities

Without limiting anything contained elsewhere in these Terms and Conditions, the Licensor and each of its affiliates, subsidiaries, parent companies, suppliers, service providers, vendors, contractors, funders, investors, customers, resellers, distribution partners, administration partners (including any client-specified administrators), supporters, endorsers, and advocates (including without limitation any health authorities, health care providers, medical professionals, government agencies, non-profit organizations, or other entities who fund, endorse, support, promote, or otherwise are associated with the App or the Licensor) and all of their respective employees, agents, representatives, volunteers, directors, officers, managers, members, partners, and other personnel (all of the foregoing entities and individuals, including for absolute clarity the Licensor itself, are collectively referred to herein as the “Licensor Entities”) are expressly and categorically not responsible, liable, or accountable for any activity, action, decision, or behavior that You choose to undertake, engage in, or participate in while using, accessing, or relying upon the App in any manner. The Licensor Entities are further expressly and categorically not responsible, liable, or accountable for the provision, quality, timeliness, effectiveness, or availability of assistance services, emergency services, medical services, or any other services provided by third parties, nor are the Licensor Entities responsible, liable, or accountable for the failure of any third parties to provide such services in a timely, effective, or appropriate manner.

1.6 Medical Disclaimer and Healthcare Provider Consultation Requirement

The App is explicitly and categorically not a medical device, medical service, healthcare service, emergency medical service, or any other type of medical or healthcare product or service as those terms are defined under applicable laws, regulations, and industry standards. Any and all information, data, content, recommendations, suggestions, or other materials provided in, through, or by means of the App are provided for general informational purposes only and explicitly do not constitute medical advice, medical recommendations, medical diagnoses, medical treatment plans, or any other form of professional medical or healthcare guidance. Should You have any questions, concerns, or inquiries related to Your health, medical condition, medical treatment, medication management, drug interactions, or how the App can or should be used to enhance Your safety or well-being, You are strongly advised and encouraged to consult with, speak to, and seek guidance from Your qualified healthcare provider, physician, pharmacist, or other appropriate medical professional before relying on or using the App. The App is explicitly not intended to serve as a substitute, replacement, or alternative for professional medical advice, medical examination, medical diagnosis, medical treatment, or any other professional medical or healthcare services.

1.7 Harm Reduction Purpose and Inherent Risk Acknowledgment

The App is designed, intended, and provided exclusively for harm reduction purposes and is not designed, intended, or capable of eliminating, preventing, or guaranteeing protection against all risks, dangers, or potential adverse outcomes. You expressly acknowledge, understand, and agree that there are significant, serious, and potentially life-threatening risks inherent in the use, misuse, abuse, or inappropriate consumption of drugs, substances, medications, or other chemical compounds (including but not limited to prescription drugs, over-the-counter medications, controlled substances, illegal drugs, recreational drugs, alcohol, and any other psychoactive or mood-altering substances), including without limitation the substantial risk of overdose, adverse reactions, dangerous interactions, physical harm, mental harm, and death. You further expressly acknowledge, understand, and agree that the use, access, or reliance upon the App does not guarantee, ensure, or provide any assurance whatsoever that an overdose, adverse reaction, physical harm, mental harm, injury, or death will not occur, and that the App cannot and does not eliminate the inherent risks associated with substance use or any other potentially dangerous activities.

2. COMPREHENSIVE DEFINITIONS

The following terms, when used in this Agreement with initial capital letters, shall have the meanings set forth below. These definitions apply throughout this Agreement unless the context clearly indicates otherwise.

“Agreement” means this End User License Agreement in its entirety, including all sections, subsections, terms, conditions, provisions, and requirements contained herein, as such Agreement may be amended, modified, or updated by Licensor from time to time in accordance with the procedures set forth herein.

“App” or “Application” means the Argus Live mobile software application, including all versions, updates, modifications, enhancements, and related components thereof, designed for installation and operation on mobile devices, smartphones, tablets, and other compatible computing devices.

“Approved Source” means Argus Live, its authorized distributors, resellers, agents, or representatives, or any official application store, marketplace, or distribution platform (such as the Apple App Store, Google Play Store, or similar platforms) through which Licensor has made the Software available for download or purchase.

“Argus Live” or “Licensor” means Argus Live, a limited liability company organized and existing under the laws of the Province of Ontario, Canada, with its principal place of business located at 1959 Leslie St, North York, ON M3B 2M3, Canada, including its successors and assigns.

“Authorized Users” means those specific individual natural persons who are expressly authorized by You to use the Software pursuant to the license granted under this Agreement, subject to all limitations, restrictions, and conditions set forth herein. Unless You have purchased and obtained a valid network license from Licensor, each installation of the Software is limited to use by a single Authorized User.

“Cloud Services” means those technological services, platforms, infrastructure, and capabilities provided to You by third-party cloud service providers, which services pertain to and are used for the operation, administration, maintenance, monitoring, and provisioning of cloud-based infrastructure services, including without limitation activities involved in controlling, planning, allocating, deploying, coordinating, monitoring, and managing the resources of networks, systems, and platforms.

“Confidential Information” means any and all non-public, proprietary, confidential, or sensitive information, data, materials, documentation, trade secrets, technical specifications, software code, algorithms, processes, methods, techniques, know-how, business plans, financial information, customer information, user data, or other materials disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”).

“Documentation” means all user manuals, technical manuals, installation guides, configuration guides, administrator guides, end user documentation, help files, readme files, technical specifications, API documentation, and other written or electronic materials relating to the Software that are provided by Licensor to Licensee.

“Effective Date” means the earlier of: (a) the date on which You first download, install, access, or use the Software in any manner; (b) the date on which You accept the terms and conditions of this Agreement by clicking “I Agree,” “Accept,” or any similar button or link; or (c) the date on which You otherwise indicate Your acceptance of this Agreement.

“Fees” means any and all fees, charges, costs, expenses, taxes, duties, or other amounts of any kind that are paid, payable, or otherwise owed by Licensee to Licensor for the license granted under this Agreement.

“Intellectual Property Rights” means any and all intellectual property rights, proprietary rights, and related rights of any kind or nature whatsoever, including without limitation all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws.

“Software” means the Argus Live software application and all related software products identified in Your Proof of Entitlement, and includes without limitation: (a) all machine-readable instructions, code, and data; (b) all components, files, modules, libraries, and other constituent elements; (c) any accompanying audio-visual content; (d) any accompanying activation keys; and (e) all associated Documentation.

“Suspension Event” as defined in section 7.4.

“Your Data” means any and all data, information, content, files, documents, or other materials that are input, uploaded, transmitted, stored, or otherwise provided by You in connection with Your use of the Software.

3. LEGAL AGE AND CAPACITY REQUIREMENTS

3.1 Age and Legal Capacity Prerequisites

In order to enter into this Agreement and to download, install, access, or use the Software in any manner, You must satisfy both of the following requirements without exception: (A) You must be at least eighteen (18) years of age or older; AND (B) You must have reached the age of majority under the laws of the jurisdiction in which You reside or are domiciled.

3.2 Parental or Guardian Consent for Minors

If You are under the legal age of majority in Your jurisdiction but are at least thirteen (13) years of age, You may only enter into this Agreement and use the Software if Your parent or legal guardian has read this Agreement, understands its terms and conditions, and has provided express written consent to Your use of the Software subject to all terms and conditions of this Agreement.

4. COST, FEES, AND CHARGES

4.1 License Fee Structure

Subject to all of the terms, conditions, limitations, and restrictions set forth in this Agreement, the Software is being licensed to You at no charge, meaning that no license fee, subscription fee, or other payment is required to be made by You to Licensor for the basic license rights granted under this Agreement.

4.2 Third-Party Service Charges and Data Usage Fees

You expressly acknowledge, understand, and agree that while the Software itself is provided to You at no charge, Your use of the Software may result in charges, fees, or other costs imposed by third parties, including without limitation Your cellular telephone service provider, internet service provider, or mobile network operator. You expressly agree that You are solely and exclusively responsible for all such third-party charges, fees, and costs.

5. LICENSE GRANT AND SCOPE OF PERMITTED USE

5.1 Grant of Limited License

Subject to Your strict compliance with all terms, conditions, limitations, and restrictions set forth in this Agreement, Licensor hereby grants to You a limited, non-exclusive, non-transferable, non-assignable, and revocable license to download, install, and use the Software in accordance with the Documentation. Unless explicitly stated otherwise in a separate written agreement, this license permits You to install and use one (1) copy of the Software on one (1) device that is owned, leased, controlled, or otherwise lawfully possessed by You.

5.2 Permitted Backup and Archival Copies

In addition to the primary installation described above, You shall have the right to make one (1) copy of the Software solely for archival purposes and one (1) additional copy of the Software solely for backup purposes, provided that You comply with all restrictions and requirements set forth in this Agreement.

6. LICENSE RESTRICTIONS, LIMITATIONS, AND PROHIBITIONS

This Section 6 sets forth comprehensive restrictions, limitations, and prohibitions that apply to Your use of the Software. These restrictions supersede any contrary provision elsewhere in this Agreement and apply to all varieties and types of licenses.

6.1 No Implied Rights or Licenses

You expressly acknowledge and agree that no rights or licenses in or to the Software, other than those expressly and specifically granted in writing in this Agreement, shall arise by implication, estoppel, operation of law, or otherwise. All rights not expressly granted to You are reserved by Licensor.

6.2 Absolute Prohibition on Sublicensing, Transfer, and Assignment

You expressly acknowledge and agree that You may not, under any circumstances, sublicense, transfer, assign, convey, or otherwise grant to any other Person, entity, or organization, whether voluntarily, involuntarily, by operation of law, by contract, or otherwise, any right, license, or interest in or to the Software. Any such attempted sublicense, transfer, or assignment shall be null and void.

6.3 Comprehensive Use Restrictions and Technical Prohibitions

6.3.1 Reverse Engineering and Code Analysis Prohibitions

Decompile, disassemble, reverse engineer, or attempt to derive, reconstruct, or gain access to the source code, algorithms, data structures, or other non-public aspects of the Software, except to the limited extent that such activities are expressly permitted by applicable mandatory law that cannot be waived by contractual agreement.

6.3.2 Unauthorized Copying and Reproduction Restrictions

Copy, reproduce, duplicate, or otherwise create additional copies of the Software, except as expressly authorized for archival and backup purposes, or as specifically necessary for You to install and use the Software in accordance with Your licensed rights.

6.3.3 Third-Party Distribution and Access Restrictions

Furnish, provide, distribute, or otherwise make available any copy of the Software or any means of access to the Software to any third party, except under strict compliance conditions specified in this Agreement.

6.3.4 Legal Compliance and Prohibited Activity Restrictions

Use or permit the use of the Software in violation of any applicable law, statute, regulation, ordinance, or rule, or to support, facilitate, enable, or assist any illegal activity or unlawful conduct.

7. TERM AND TERMINATION PROVISIONS

7.1 Commencement and Duration of Agreement

This Agreement shall be effective from the time You download, install, register, or otherwise use the App until terminated in accordance with the provisions set forth in this Section 7.

7.2 Termination by Licensee

You may terminate this Agreement at any time by permanently ceasing all use of the Software, uninstalling and removing the Software from all devices, and destroying or permanently deleting all copies of the Software and Documentation.

7.3 Termination by Licensor

Licensor may terminate this Agreement immediately upon written notice to You if You materially breach any term of this Agreement, fail to make timely payment of applicable fees, abuse the services, or violate any provision of the license restrictions.

7.4 Suspension by Licensor

Notwithstanding anything in this Agreement, the Licensor may suspend or cancel the availability or provision of any or all App or services immediately, or on notice to You in the sole discretion of the Licensor, if any of the following events (each a “Suspension Event”) occurs: (a) the Licensor right or license to lawfully use any infrastructure, technologies, services or data provided by or obtained from any third party required for provision of any App or services is disputed, suspended or terminated for any reason; (b) the Licensor reasonably believes that the integrity, functionality, operation, performance, results, reliability or security of any App or services or any related data interface or data might have been damaged, disrupted, compromised or degraded, or to prevent a risk of damage, disruption, compromise or degradation to the integrity, functionality, operation, performance, results, reliability or security of the App or services, or any related data interface or data; (c) the Licensor reasonably believes that the suspension of the availability or provision of any App or services is required by applicable law or is reasonably necessary to prevent or mitigate an imminent risk of harm, loss, damage or liability; or (d) customer fails to pay the fees payable for use of the App in a timely fashion. the Licensor’s suspension of the availability or provision of the App or services due to the occurrence of a Suspension Event pursuant to this section will not be a breach of this Agreement by the Licensor or give rise to any liability by the Licensor Entities to You or any other person.

7.5 Suspension, Termination and Cancellation Liability

The Licensor Entities will not be liable to You or any third party for compensation, indemnity, or damages of any sort as a result of the Licensor suspending or terminating this Agreement in accordance with its terms. Any suspension or termination of this Agreement will be without prejudice to any other right or remedy the Licensor may have, now or in the future.

8. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that the App, any copies thereof (including without limitation any copy that You download, install, or use on Your Device), and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of the Licensor. Furthermore, You acknowledge and agree that the source and object code of the App and the format, directories, queries, algorithms, structure and organization of the App are the intellectual property and proprietary and confidential information of the Licensor Entities. Title to the App shall remain with the Licensor. The Licensor Entities reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the App (or any copy thereof) at any time without notice and will have no liability to You or any third party for doing so. Except as expressly stated in this Agreement, You are not granted any intellectual property rights in or to the App by implication, estoppel or other legal theory, and all rights in and to the App not expressly granted in this Agreement are hereby reserved and retained by the Licensor.

9. WARRANTIES AND DISCLAIMERS

9.1 DISCLAIMER OF WARRANTIES

YOU ACKNOWLEDGE AND AGREE THAT THE APP, INCLUDING ALL CONTENT CONTAINED THEREIN, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE APP AND THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. THE LICENSOR ENTITIES HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS AND GUARANTIES REGARDING THE APP AND THE SERVICES, WHETHER IN FACT OR IN LAW, ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, EQUITY, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS AGREEMENT, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, THE LICENSOR ENTITIES MAKE NO WARRANTY THAT: (I) THE APP OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE APP OR THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; OR (III) ANY ERRORS IN THE APP OR SERVICES WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NO LICENSOR ENTITIES HAVE ANY OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APP. IN NO EVENT SHALL THE LICENSOR ENTITIES BE LIABLE FOR ANY DAMAGE ARISING OUT OF THE USE OR INABILITY TO USE THE APP, EVEN IF THE LICENSOR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION, AND NOT TO RELY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE APP SOFTWARE.

9.2 FAULT-TOLERANT ACTIVITIES

THE APP IS NOT DESIGNED OR INTENDED TO BE USED IN ACTIVITIES THAT REQUIRE FAULT-TOLERANT PERFORMANCE. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MUST DETERMINE WHETHER THE APP SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. THE LICENSOR ENTITIES WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA, INCLUDING DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

9.3 HARM, DAMAGE AND DEATH LIMITATIONS

UNDER NO CIRCUMSTANCES SHALL THE LICENSOR ENTITIES BE LIABLE FOR ANY EVENT(S), CONDITION(S) OR CIRCUMSTANCE(S) THAT: (I) PREVENTS, DELAYS OR RESTRICTS, IN WHOLE OR IN SUBSTANTIAL PART, THE PERFORMANCE BY THE LICENSOR OF SOME OR ALL OF ITS OBLIGATIONS HEREUNDER; AND (II) ARE BEYOND THE REASONABLE CONTROL OF THE LICENSOR ENTITIES, INCLUDING, FOR EXAMPLE, ANY ACTS OR OMISSIONS OF A TELECOMMUNICATIONS CARRIER WHOSE FACILITIES ARE USED TO ESTABLISH THE NECESSARY CONNECTIONS FOR THE SERVICES TO BE PROVIDED, OR ANY SUPPLIERS OF HOSTING, COMMUNICATION, SOFTWARE PLATFORMS OR OTHER COMPONENTS OF THE SERVICES.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND IN ADDITION TO THE RIGHTS OF THE LICENSOR UNDER SECTION 6, UNDER NO CIRCUMSTANCES SHALL THE LICENSOR ENTITIES, BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE ARGUS LIVE APP OR THE SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LICENSOR ENTITIES’ AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT YOU PAID TO THE LICENSOR FOR THE SERVICES, IF ANY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.4 COMPREHENSIVE WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Cumulative Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE CUMULATIVE AGGREGATE LIABILITY OF LICENSOR EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO LICENSOR FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. IF NO FEES HAVE BEEN PAID BY YOU, THEN LICENSOR’S TOTAL LIABILITY SHALL NOT EXCEED FIFTY DOLLARS ($50).

10.2 EXCLUSION OF CONSEQUENTIAL DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES.

10.3 Limitation of liability

In no event will licnesor or its affiliates, or any of its or their respective licensors or service poviders be liabile to the licensee or any third part for (a) any:(i) use, interuption, delay, or inability to use the software; (ii) delays, interruption, or loss of services, business, or goodwill; (iii) loss or corruption of data; (iv) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; (V) FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; (VI) FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; (VII) SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; (VIII) BREACHES IN SYSTEM SECURITY; OR (B) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, IN EACH CASE WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 EMERGENCY RESPONSE LIMITATION

The Licensor makes no representation, warranty, or guarantee that the Application will function without error, interruption, delay, or defect, or that emergency responders will be contacted, dispatched, or arrive in a timely manner or at all. To the maximum extent permitted by law, the Licensor shall not be liable for any loss, damage, injury, death, cost, or expense, whether direct, indirect, incidental, consequential, special, exemplary, or punitive, arising from or related to: (i) the failure of the Application to operate as intended; (ii) any delay, failure, or omission in the transmission of information to emergency responders; or (iii) the failure, delay, or omission of emergency responders to arrive or provide assistance. The User acknowledges and agrees that the Application is not a substitute for directly contacting emergency services and that the User remains solely responsible for taking appropriate action in the event of an emergency.

11. INDEMNIFICATION

You shall indemnify, defend and hold harmless the licensor entities from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including fees for attorneys and other professional advisors on a full indemnity basis) arising out of or in connection with the following: (i) your breach of this agreement; (ii) your violation of law; (iii) your negligent acts or omissions or willful misconduct; or (iv) your violation of the rights of a third party. You will promptly notify the Licensor in writing of any third-party claim arising out of or in connection with your access to or use of the app or the services.

You shall agree to indemnify, defend and hold harmless licensor entities, affiliates, officers, directors, and employees from and against any and all claims, liabilities, losses, damages, and expenses, including legal fees, arising out of or in connection with: i) your misuse or improper use of the app; and ii) your failure to maintain an active and good standing account with your designated data service provider.

12. EXPORT CONTROL COMPLIANCE

You acknowledge that the Software may be subject to export control laws and agree to comply with all applicable export and import restrictions. You represent that You are not located in any embargoed country and are not on any government list of prohibited parties.

13. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws principles. Any legal action shall be brought exclusively in the courts of Toronto, Ontario, Canada.

14. DATA COLLECTION AND USE

14.1 Information Collection Authorization

You acknowledge that Licensor may collect, compile, process, analyze, and utilize statistical, technical, and operational information about You and Your use of the Software, including device identifiers, usage information, and other data as described in Licensor’s Privacy Policy.

14.2 Permitted Use Purposes

Licensor may use collected information for legitimate business purposes including analyzing and improving the Software, providing technical support, managing licenses, enforcing legal terms, and complying with legal obligations.

15. NOTICES AND COMMUNICATIONS

15.1 Notice to Licensor

1001107061 ONTARIO INC
1959 Leslie St
North York, ON
M3B 2M3

15.2 Notice to You

Notices to You shall be sent to Your registered email address or mailing address associated with Your Software license or user account.

16. MISCELLANEOUS PROVISIONS

16.1 Entire Agreement

This Agreement including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the App licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.

16.2 Severability

If any provision of this Agreement is held invalid, such provision shall be deemed modified to make it valid and enforceable, and the remainder of this Agreement shall remain in full force and effect.

16.3 Waiver

Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.

16.4 Waiver of Jury Trial

You and the Licensor hereby waive any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

16.5 Audit Rights

Licensor shall have the right, upon reasonable notice, to inspect and audit Your use of the Software to confirm compliance with this Agreement.

16.6 Force Majeure

Neither party shall be liable for performance delays due to circumstances beyond reasonable control, including natural disasters, war, terrorism, or government actions.

16.7 Survivability

The following sections will survive termination of this Agreement: Sections 3,5,6,7,8,9,10, and 11.

16.8 Modifications or Amendments

The Licensor may modify or amend the terms of this Agreement at any time, with or without notice to You by positing by posting a copy of the modified or amended Agreement available through the Argus Live App. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Argus Live App following the date in which the modified or amended Agreement is made available through the Argus Live App.

16.9 Third Party Beneficiaries

Except as explicitly provided in this Agreement, nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.

16.10 No Transfer by You

You may not rent, lease, lend, sublicense, assign or transfer the App, this Agreement or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect. These obligations survive termination of this Agreement. The Licensor may assign this Agreement without restriction.

16.11 Acknowledgement

You acknowledge that You have been given the opportunity to obtain independent legal advice and have either obtained such advice or waived the need for such advice. You hereby voluntarily accept the terms of this Agreement.

BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

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