Trial User Master Agreement

This is an agreement (“Agreement” or “Master Agreement”) between Geogram Corporation (“Geogram“) and you (the “Customer“). Your uses of the Software and Services (defined below) is conditioned on our compliance and acceptance of these terms. By purchasing or utilizing Geogram’s Services, you agree to be bound by these terms and conditions. Geogram’s Services are not available to persons who are not legally eligible to be bound by these terms.

BASIS OF AGREEMENT

Geogram offers its customers access to the following software and platforms (the “Software” and the “Services”) on a software as a service (“SAAS”) basis:

  1. Geogram XD, a collaborative cloud-based, real-time 3D spatial design, scheduling and publishing platform, comprising:
    a. Geogram Spatial Designer and Showrooms, wherein one or more users may collaboratively design physical layouts in a virtual model of a real space and present designs with high quality rendering to other users;
    b. Geogram Experience Designer, wherein one or more users may collaboratively schedule events and digital experiences including AR VR for mobile users in a virtual model of a real space;
    c. The Geogram Mobile App, which may be integrated with other mobile apps to enable the publication and display to mobile users of digital experiences including AR VR through the Geogram XD platform.

Customer desires to evaluate the Software and Services as a “Trial User“.

IN CONSIDERATION OF Customer’s agreement herein, Geogram agrees to provide Customer an access grant to use content Geogram provides, and upload and use Customer’s own content with certain functionalities of the Software and Services, for a limited time in order for Customer to determine the suitability of Geogram’s Software and Services for Customer’s purposes, upon and subject to the terms and conditions set out below (the “Authorized Use”).

1. Agreements incorporated by reference.

a. Customer agrees that Geogram’s Terms of Service and Privacy Policy are an integral part of this Agreement. Words and phrases in those documents have the same meaning herein, except as expressly provided to the contrary in this document.
b. If Geogram provides Customer with a downloadable software application under this Agreement, the terms of Geogram’s end user license agreement (“EULA”) for Customer EULA, and Public EULA apply to the Customer App and the Geogram Mobile App respectively and Customer’s Authorized Use thereof.
c. Customer acknowledges receipt of a copy of each such document (the “Incorporated Documents”) and agrees to be bound thereby.

2. Conflict. To the extent of any conflict between the provisions of this Agreement and the Incorporated Documents, the provisions within the body of this Agreement shall govern.

3. Core Terms.

a. Term. The term of this Agreement (the “Term”) is the lesser of (a) thirty (30) days or (b) such earlier date Customer enters into a Master Agreement with Geogram.

b. Authorized Users.

i. Customer must authorize at least one (1) Administrative User.

ii. Geogram may at any time during the Term restrict the number of Customer Users, Vendor Users, and Guest Users that Customer may authorize and may deauthorize any such users in its discretion should such restrictions be imposed.

iii. For the time being, Customer shall have the right to authorize up to 2 Customer Users, no Vendor Users, and 2 Guest Users.

c. Public Users. Customer does not have the right to authorize any Content for use by Public Users during the Term.

d. Software and Services. Except as expressly agreed in writing with Customer, Geogram will determine in its sole discretion which features and functionality of its Software and Services will be enabled and authorized for Use or disabled during the Term.

4. Evaluation. Customer may use the Software and the Services during the Term for the sole purpose of the Authorized Use. Customer’s rights are limited. To obtain greater use rights, Customer must pay for such rights to use the Software and Services and enter a valid end Master Agreement with Geogram concerning such use.

Customer shall not use the Software or Services after the expiration of the Term, or bypass or disable or attempt to bypass or disable any features and functionality which limit the Software and Services to evaluation purposes only or to specific functionality expressly authorized by Geogram, or which limit the time the Software and Service may be used or which limit any features of the Software or Services designed to make Customer aware of the evaluation nature of this license, without first acquiring an access grant for such further uses from Geogram.

Customer shall not use the Software or Services for commercial purposes while Customer’s use of Software and Services is governed by this Agreement.

5. Copyright etc. The Software is protected by Canadian and United States copyright laws and international treaty provisions. Geogram and its suppliers own and retain all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Customer acknowledges that Customer’s possession, installation, or use of any Software does not transfer to Customer any title to the intellectual property in the Software, and that Customer will not acquire any rights to the Software except as expressly set forth in this Agreement. This agreement is not a sale of the original Software or any copy. Customer agrees that any copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software and Documentation. Customer will not copy all or a substantial part of the Software or the related documentation in computer readable or human readable form, except to the extent necessary to install the program in a single hard disk or other storage device and as provided herein or except in compliance with the grant of rights to Customer herein. Customer may not copy the written materials accompanying the Software in support of Customer’s authorized use of the Software.

6. Trade Secrets and Confidentiality. Customer agrees with Geogram that: a) The Software and Services contain information or material which is proprietary to Geogram (“Confidential Information“), which is not generally known other than by Geogram, and which Customer may obtain knowledge of through, or as a result of the relationship established hereunder with Geogram. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, methodology, processes, procedures, know how, new product or new technology information, strategies and development plans (including prospective trade names or trademarks). b) Such Confidential Information has been developed and obtained by Geogram by the investment of significant effort and expense, and provides Geogram with a significant competitive advantage in its business. c) Customer agrees that Customer shall not make use of the Confidential Information for its own benefit or for the benefit of any person or entity other than Geogram, except for the expressed purposes of the Use, in accordance with the provisions of this Agreement, and not for any other purpose. d) Customer agrees to hold in confidence, and not to disclose or reveal to any person or entity, the Software, other related documentation or any other Confidential Information concerning the Software other than to such persons as Geogram shall have specifically agreed in writing to permit Customer to so disclose, except where such disclosure is necessary for Customer to utilize the Software for the furtherance of the expressed purposes of the Use, in accordance with the provisions of this Agreement, and not for any other purpose. e) Customer acknowledges the purpose of this paragraph is to protect Geogram’s ability to limit the use of the data and the Software generally to licensees, and to prevent use of Confidential Information concerning the Software by other developers or vendors of software. Without limiting its rights and remedies, Customer consents to Geogram enforcing this paragraph by obtaining temporary, interim and permanent injunctive relief to restrain breach by Customer, it being acknowledged and accepted that damages alone are an inadequate remedy.

7. Other Restrictions. Customer may not rent, lease, loan, gift, or resell the Software or Services or rights to use the Software or Services. Customer may not permit third parties to benefit from the use or functionality of the Software or Services via a timesharing, service bureau or other arrangement. Customer may not transfer any of the rights granted to Customer under this Agreement. Customer may not reverse engineer, decompile, or disassemble the Software or Services, except to the extent that the foregoing restriction is expressly prohibited by applicable law. Customer may not modify, or create derivative works based upon the Software or Services in whole or in part. All rights not expressly set forth hereunder are reserved by Geogram. Geogram reserves the right to periodically conduct audits upon advance written notice, and subject to Customer’s facility rules and regulations, to verify compliance with the terms of this Agreement.

8. “Eval” Notices/Limits. During the Term of this Agreement, each time any control containing any of the Software or Services is invoked, a specific or random warning message may be published, which warning message may, among other things, explain that the said Software or Services has not been authorized or licensed for distribution or that the application is not distributable, the consequences of use of the Software and Services in violation of copyright, and/or where and how to obtain rights to use the Software and Services. After the expiration of the Term the Customer’s access to Software and Services may cease to operate.

9. Survival upon Termination. All provisions except the grants to Customer of rights to or in respect of the Software and Services shall survive any termination.

10. Delivered “As Is” Without Warranty. BECAUSE THIS IS AN EVALUATION TERM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING PROVISIONS, CUSTOMER ASSUMES RESPONSIBILITY FOR SELECTING THE SOFTWARE AND SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE AND SERVICES. WITHOUT LIMITING THE FOREGOING PROVISIONS, GEOGRAM MAKES NO WARRANTY THAT THE SOFTWARE OR SERVICES WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES, OR THAT THE SOFTWARE OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEOGRAM DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION. SOME PROVINCES, STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

11. No Liability to Geogram. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL GEOGRAM OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EXCEPT TO THE EXTENT EXPRESSLY IDENTIFIED BELOW. IN NO EVENT WILL GEOGRAM BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE GEOGRAM CHARGES FOR A LICENSE TO THE SOFTWARE, EVEN IF GEOGRAM SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR INFRINGEMENT OF THE SOFTWARE ON THIRD-PARTY INTELLECTUAL PROPERTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME PROVINCES, STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MIGHT NOT APPLY TO CUSTOMER. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

If any of the limitations and exclusions of this Agreement are prohibited by law in Customer’s jurisdiction, in that event, any implied warranties or covenants are limited in duration to ninety (90) days from the date of delivery of the Software.

WITH THE EXCEPTION OF LIABILITY FOR INFRINGEMENT OF THE SOFTWARE ON THIRD-PARTY INTELLECTUAL PROPERTY, IN THE EVENT GEOGRAM IS LIABLE FOR ANY DAMAGES, GEOGRAM’S LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE AND SERVICES UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT.

12. Third Party Claims Resulting from Use by Customer. GEOGRAM AGREES TO INDEMNIFY AND HOLD CUSTOMER HARMLESS FROM AND AGAINST ANY CLAIMS, DAMAGES, OR LOSSES CUSTOMER MAY SUFFER RESULTING FROM INFRINGEMENT OF THE SOFTWARE ON THIRD-PARTY INTELLECTUAL PROPERTY

13. Acknowledgement. Customer acknowledges having read and understood this Agreement, and agrees to be bound by its terms and conditions. Customer agrees that this Agreement is the complete and exclusive statement of agreement between the parties and supersede all proposals or prior agreements oral or written, and any other communications between the parties relating to the subject matter of this Agreement.

14. General. This Agreement inures to the benefit of the parties, and their respective heirs, successors, and permitted assigns. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. Customer consents to the jurisdiction of the courts of Toronto, Ontario as the exclusive jurisdiction for determination of all disputes and claims arising between the parties to this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any provision of this Agreement is found to be unlawful, void or unenforceable, then that provision shall be severed from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions. Les parties ont exige que la present convention ainsi redige dans la langue anglais.

15. U.S. Government Restricted Rights. If this product is acquired under the terms of a: GSA contract-Use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract; U.S. DoD contract- Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of 252.227-7013; Civilian agency contract- Use, reproduction, or disclosure is subject to 52.227-19 (a) through (d) and restrictions set forth in the accompanying end user agreement. Unpublished rights reserved by Geogram Corporation, the contractor/manufacturer, under the copyright laws of the United States of America.

16. Export Controls. If the Software is for use outside the United States of America, Customer agrees to comply with all relevant regulations of the United States Department of Commerce and with the United States Export Administration Act to insure that the Software is not exported in violation of United States law. If the Software is for use outside of both Canada and the United States of America, Customer agrees to comply with the Export and Import Permits Act to ensure that the Software is not exported in violation of Canadian law.

17. High Risk Activities. The Software and Services are an evaluation access only, further are not fault tolerant and are not designed or intended for use in hazardous environments requiring fail safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life support machines, or any other application in which the failure of the Software or Services could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). In addition to the disclaimers and limitations provided above, Customer is advised that Geogram expressly disclaims any express or implied warranty of fitness for High Risk Activities.