Scheduled Routes Terms and Conditions

Terms and Conditions

This Terms and Conditions Agreement (this “Agreement”) is a binding contract between you (“Customer” “you” or “your”) and DDS WIRELESS INTERNATIONAL INC. a British Columbia (Canada) corporation with offices located at 15th Floor 450 SW Marine Dr Vancouver British Columbia Canada V5X 0C3 (“DDS Wireless” “we” “us” or “our”). This Agreement governs your access to and use of our software as a service route optimization offering under the name “Scheduled Routes”.

BY CLICKING THE “I ACCEPT” BUTTON YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU INCLUDING THE ORGANIZATION THAT YOU REPRESENT ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS YOU MAY NOT ACCESS OR USE THE SOFTWARE AS A SERVICE ROUTE OPTIMIZATION OFFERING.

1. Definitions.

“Access Credentials” means any user name identification number password licence or security key security token personal identification number (PIN) or other security code method technology or device used alone or in combination to verify an individual’s identity and authorization to access and use the Services.

“Action” means any claim action cause of action demand lawsuit arbitration inquiry audit notice of violation proceeding litigation citation summons subpoena or investigation of any nature civil criminal administrative investigative regulatory or other whether at Law in equity or otherwise.

“Affiliate” of a Person means any other Person that directly or indirectly through one or more intermediaries Controls is Controlled by or is under common Control with the first Person.

“Agreement” has the meaning set forth in the preamble.

“Authorized Users” means Customer’s employees consultants contractors and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

“Availability Requirement” has the meaning set forth in Section 5.1(a).

“Available” has the meaning set forth in Section 5.1(a).

“Confidential Information” has the meaning set forth in Section 10.1.

“Control” and the terms “Controlled by” and “under common Control with” means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities by contract or otherwise.

“Customer” has the meaning set forth in the preamble. For the avoidance of doubt if the person who clicks the “I ACCEPT” button represents an organization the term “Customer” refers to the organization that the person represents.

“Customer Data” means information data and other content in any form or medium that is collected downloaded or otherwise received directly or indirectly from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information data or content by or through the Services. For the avoidance of doubt Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

“Customer Systems” means the Customer’s information technology infrastructure including computers software hardware databases electronic systems including database management systems and networks whether operated directly by Customer or through the use of third party services.

“DDS Wireless” has the meaning set forth in the preamble.

“DDS Wireless Disabling Device” means any software hardware or other technology device or means including any back door time bomb time out drop dead device software routine or other disabling device used by DDS Wireless or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of DDS Wireless or its designee.

“DDS Wireless Materials” means the Services Specifications Documentation and DDS Wireless Systems and any and all other information data documents materials works and other content devices methods processes hardware software and other technologies and inventions including any deliverables technical or functional descriptions requirements plans or reports that are provided or used by DDS Wireless or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or DDS Wireless Systems. For the avoidance of doubt DDS Wireless Materials include Resultant Data and any information data or other content derived from DDS Wireless’ monitoring of Customer’s access to or use of the Services but do not include Customer Data.

“DDS Wireless Personnel” means all individuals involved in the performance of Services or Professional Services as employees agents or independent contractors of DDS Wireless or any Subcontractor.

“DDS Wireless Systems” means the information technology infrastructure used by or on behalf of DDS Wireless in performing the Services including all computers software hardware databases electronic systems including database management systems and networks whether operated directly by DDS Wireless or through the use of third party services.

“Documentation” means any manuals instructions or other documents that DDS Wireless provides or makes available to Customer in any form or medium and which describe the functionality components features or requirements of the Services or DDS Wireless Materials including any aspect of the installation configuration integration operation use support or maintenance of those items.

“Exceptions” has the meaning set forth in Section 5.1(b).

“Feedback” has the meaning set forth in Section 9.2.

“Fees” has the meaning set forth in Section 8.1.

“Force Majeure Event” has the meaning set forth in Section 14.

“Governmental Authority” means any federal provincial territorial municipal or foreign government or political subdivision of that kind or any agency or instrumentality of such government or political subdivision or any self regulated organization or other non governmental regulatory authority or quasi governmental authority to the extent that the rules regulations or orders of such organization or authority have the force of Law or any arbitrator court or tribunal of competent jurisdiction.

“Governmental Order” means any order writ judgment injunction decree stipulation award or determination entered by or with any Governmental Authority.

“Harmful Code” means any software hardware or other technology device or means including any virus trojan horse worm backdoor malware or other malicious computer code the purpose or effect of which is to (a) permit unauthorized access to or to destroy disrupt disable distort or otherwise harm or impede in any manner any (i) computer software firmware hardware system or network or (ii) application or function of any of those items or the security integrity confidentiality or use of any data Processed by those items or (b) prevent Customer or any Authorized User from accessing or using the Services or DDS Wireless Systems as intended by this Agreement. Harmful Code does not include any DDS Wireless Disabling Device.

“IP Rights” means any and 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 Law and all similar or equivalent rights or forms of protection in any part of the world.

“Law” means any statute law ordinance regulation rule code constitution treaty common law civil law Governmental Order or other requirement or rule of law of any Governmental Authority.

“Losses” means any and all losses damages liabilities deficiencies claims actions judgments settlements interest awards penalties fines costs or expenses of whatever kind including reasonable legal fees disbursements and charges and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Person” means an individual corporation partnership joint venture limited liability entity Governmental Authority unincorporated organization trust association or other entity.

“Personal Information” means information that relates to an individual person and identifies or can be used to identify locate or contact that individual alone or when combined with other personal or identifying information that is or can be associated with that specific individual.

“Privacy and Security Policy” has the meaning set forth in Section 7.1.

“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data information or other content including to collect receive input upload download record reproduce store organize compile combine log catalog cross reference manage maintain copy adapt alter translate or make other derivative works or improvements process retrieve output consult use perform display disseminate transmit submit post transfer disclose or otherwise provide or make available or block erase or destroy. “Processing” and “Processed” have correlative meanings.

“Resultant Data” means data and information related to Customer’s use of the Services that is used by DDS Wireless in an aggregate and anonymized manner including to compile statistical and performance information related to the provision and operation of the Services.

“Scheduled Downtime” has the meaning set forth in Section 5.3.

“Service Credit” has the meaning set forth in Section 5.2.

“Service Level Failure” has the meaning set forth in Section 5.1(a).

“Service Period” has the meaning set forth in Section 5.1(a).

“Support Schedule” has the meaning set forth in Section 5.4.

“Support Services” has the meaning set forth in Section 5.4.

“Taxes” means any commodity tax including sales use excise value added goods and services tax HST provincial sales tax consumption tax or other similar tax including penalties and interest imposed levied or assessed by any Governmental Authority.

“Term” has the meaning set forth in Section 11.1.

2. Services.

2.1 Access and Use. Subject to and conditioned on Customer and the Authorized Users’ compliance with the terms and conditions of this Agreement DDS Wireless grants you a non exclusive non transferable right to access and use the Services during the Term solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to your internal use. You will be responsible to issue Access Credentials to the Authorized Users using the security key that we will issue to you.

2.2 Documentation Licence. DDS Wireless grants to you a non exclusive non sublicensable non transferable licence to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

2.3 Service and System Control. Except as otherwise expressly provided in this Agreement as between the Parties:

(a) we have and will retain sole control over the operation provision maintenance and management of the DDS Wireless Materials and

(b) you have and will retain sole control over the operation maintenance and management of and all access to and use of the Customer Systems and sole responsibility for all access to and use of the DDS Wireless Materials by any Person by or through the Customer Systems or any other means controlled by you or any Authorized User including any

(i) information instructions or materials provided by any of them to the Services or DDS Wireless

(ii) results obtained from any use of the Services or DDS Wireless Materials and

(iii) conclusions decisions or actions based on such use.

2.4 Reservation of Rights. Nothing in this Agreement grants any right title or interest in or to including any licence under any IP Rights in or relating to the Services or the DDS Wireless Materials whether expressly by implication estoppel or otherwise. All right title and interest in and to the Services and the DDS Wireless are and will remain with DDS Wireless.

2.5 Changes. We reserve the right to make changes to the Services and DDS Wireless Materials for any reason in our sole discretion including to (a) maintain or enhance (i) the quality or delivery of our services to our customers (ii) the competitive strength of or market for our services or (iii) the Services’ cost efficiency or performance or (b) comply with applicable Law.

2.6 Suspension or Termination of Services. We may directly or indirectly and by use of a DDS Wireless Disabling Device or any other lawful means suspend terminate or otherwise deny your any Authorized User’s or any other Person’s access to or use of all or any part of the Services or DDS Wireless Materials without incurring any resulting obligation or liability if (a) we believe in good faith but in our sole discretion that (i) you or any Authorized User has failed to comply with any term of this Agreement or accessed or used the Services beyond the scope of the rights granted including exceeding the usage limits under the limits of the plan that you subscribe for pursuant to Section 8.1 or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications (ii) you or any Authorized User is has been or is likely to be involved in any fraudulent misleading or unlawful activities or (iii) this Agreement expires or is terminated or (b) we receive a Governmental Order that expressly or by reasonable implication requires us to do so. This Section 2.6 does not limit any of our other rights or remedies whether at Law in equity or under this Agreement.

3. Use Restrictions Service Usage and Data Storage.

3.1 Use Restrictions. You shall not and shall not permit any other Person to access or use the Services or DDS Wireless Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing you shall not except as this Agreement expressly permits:

(a) copy modify or create derivative works or improvements of the Services or DDS Wireless Materials

(b) rent lease lend sell sublicense assign distribute publish transfer or otherwise make available any Services or DDS Wireless Materials to any Person including on or in connection with the internet or any time sharing service bureau software as a service cloud or other technology or service

(c) reverse engineer disassemble decompile decode adapt or otherwise attempt to derive or gain access to the source code of the Services or DDS Wireless Materials in whole or in part

(d) bypass or breach any DDS Wireless Disabling Device security device or protection used by the Services or DDS Wireless Materials or access or use the Services or DDS Wireless Materials other than by Authorized Users through the use of their own then valid Access Credentials

(e) input upload transmit or otherwise provide to or through the Services or DDS Wireless Systems any information or materials that are unlawful or injurious or contain transmit or activate any Harmful Code

(f) damage destroy disrupt disable impair interfere with or otherwise impede or harm in any manner the Services DDS Wireless Systems or our provision of services to any third party in whole or in part

(g) remove delete alter or obscure any trademarks Specifications Documentation warranties or disclaimers or any copyright trademark patent or other intellectual property or proprietary rights notices from any Services or DDS Wireless Materials including any copy of those items

(h) access or use the Services or DDS Wireless Materials in any manner or for any purpose that infringes misappropriates or otherwise violates any IP Right or other right of any third party including by any unauthorized access to misappropriation use alteration destruction or disclosure of the data of any other DDS Wireless customer or that violates any applicable Law

(i) access or use the Services or DDS Wireless Materials for purposes of competitive analysis of the Services or DDS Wireless Materials the development provision or use of a competing software service or product or any other purpose that is to our detriment or commercial disadvantage

(j) make excessive use of the Services that can result in their degradation or failure or

(k) otherwise access or use the Services or DDS Wireless Materials beyond the scope of the authorization granted under this Section 3.1.

4. Customer Obligations.

4.1 Customer Systems and Cooperation. You shall at all times during the Term provide all cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations under and in connection with this Agreement.

4.2 Corrective Action and Notice. If you become aware of any actual or threatened activity prohibited by Section 3.1 you shall and shall cause Authorized Users to immediately (a) take all reasonable and lawful measures within your and their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects including where applicable by discontinuing and preventing any unauthorized access to the Services and DDS Wireless Materials and permanently erasing from your and their systems and destroying any data to which you or any of them have gained unauthorized access and (b) notify DDS Wireless of any such actual or threatened activity.

5. Service Levels and Service Credits.

5.1 Service Levels. Subject to the terms and conditions of this Agreement:

(a) We will use commercially reasonable efforts to make the Services Available at least 99.5 percent of the time as measured over the course of each calendar month during the Term each such calendar month a “Service Period” excluding unavailability as a result of any of the Exceptions described below in this Section 5.1 the “Availability Requirement”. “Service Level Failure” means a material failure of the Services to meet the Availability Requirement. “Available” means the Services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specifications.

(b) For purposes of calculating the Availability Requirement the following are “Exceptions” to the Availability Requirement and neither the Services will be considered unavailable nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Services that is due in whole or in part to any

(i) access to or use of the Services by Customer or any Authorized User or using Customer’s or an Authorized User’s Access Credentials that does not strictly comply with this Agreement and the Specifications

(ii) Customer’s or the Authorized User’s Internet connectivity

(iii) Force Majeure Event

(iv) failure interruption outage or other problem with any software hardware system network facility or other matter not supplied by DDS Wireless under this Agreement

(v) Scheduled Downtime or

(vi) disabling suspension or termination of the Services under Section 2.6.

5.2 Service Level Failures and Remedies. In the event of a Service Level Failure we shall issue a credit to you in the amount of ten percent of the Fees paid and charged to you for the Services performed during the Service Period in which the Service Level Failure occurred each a “Service Credit” provided that we have no obligation to issue any Service Credit unless (i) you report the Service Failure to DDS Wireless immediately on becoming aware of it and (ii) you request such Service Credit in writing within twenty days after the end of the Service Period during which the Service Level Failure occurred.

Any Service Credit payable to you under this Agreement will be issued to you within thirty days after the Service Level Failure is reported by you. This Section 5.2 sets forth our sole obligation and liability and your sole remedy for any Service Level Failure.

5.3 Scheduled Downtime. We will use commercially reasonable efforts to give you at least seven days prior notice of all scheduled outages of the Services unless the scheduled outage is for a critical update in which case we will use commercially reasonable efforts to give you at least one day prior notice. All such scheduled outages are the “Scheduled Downtime”.

5.4 Service Support. The Services include our standard customer support services the “Support Services” at the support levels Customer purchases in accordance with the DDS Wireless service support schedule then in effect a current copy of which is available at https://iq.ui.scheduledroutes.ddswireless.net/login in the Account Settings section or a successor website address the “Support Schedule”. We may in our sole discretion amend the Support Schedule from time to time. You may purchase enhanced support services separately at our then current rates.

6. Data Backup.

The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. DDS WIRELESS HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS ALTERATION DESTRUCTION DAMAGE CORRUPTION OR RECOVERY OF CUSTOMER DATA.

7. Data Privacy and Security.

7.1 Information Security Obligations. We will employ security measures in accordance with applicable Law and our data privacy and security policy as amended from time to time a current copy of which is available at https://ddswireless.com/privacy-policy or a successor website address the “Privacy and Security Policy”. By accessing using and providing information to or through the Services you consent to all actions taken by us with respect to Customer Data in compliance with the then current version of our Privacy and Security Policy and all applicable privacy and data security laws rules and regulations. You acknowledge that you have reviewed and understood our data security measures and handling practices and confirm that such practices and measures are reasonable and satisfactory to you. You acknowledge that we may use third party providers to store and process data including personal information. You shall comply with all applicable personal information privacy laws and regulations including laws and regulations relating to data security and handling with respect to any Customer Data that is processed or stored through or using the Services.

7.2 Data Breach Procedures. DDS Wireless maintains a data breach plan in accordance with all Laws and the criteria set forth in the Privacy and Security Policy and shall implement the procedures required under such data breach plan on the occurrence of a data breach as defined in that plan.

7.3 Customer Control and Responsibility. You have and will retain sole responsibility for (a) all Customer Data including its content and use (b) all information instructions and materials provided by or on your behalf or on behalf of any Authorized User in connection with the Services (c) Customer Systems (d) the security and use of your and the Authorized Users’ Access Credentials and (e) all access to and use of the Services and DDS Wireless Materials directly or indirectly by or through the Customer Systems or your or the Authorized Users’ Access Credentials with or without your knowledge or consent including all results obtained from and all conclusions decisions and actions based on that access or use.

7.4 Access and Security. You shall employ all physical administrative and technical controls screening and security procedures and other safeguards necessary to (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services and (b) control the content and use of Customer Data including the uploading or other provision of Customer Data for Processing by the Services.

8. Fees and Payment.

8.1 Fees. In accordance with the specific plan that you choose to subscribe for you shall pay DDS Wireless periodical payments set forth in the fee schedule available at https://iq.ui.scheduledroutes.ddswireless.net/login in the Account Settings section or a successor website address the “Fees” in advance prior to or at the beginning of each applicable period. You shall pay the Fees in US dollars. You shall pay all amounts payable to DDS Wireless under this Agreement in full without any set off recoupment counterclaim deduction debit or withholding for any reason. If you fail to make any payment when due we may in accordance with Section 2.6 suspend or terminate your access to or use of all or any part of the Services or DDS Wireless Materials without incurring any resulting obligation or liability to you or any other person by reason of such suspension or termination. All Fees are non refundable unless expressly stated otherwise.

8.2 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing you are responsible for all goods and services tax harmonized sales tax provincial sales tax value added tax use tax and excise taxes and any other similar taxes duties and charges of any kind imposed by any federal provincial or territorial governmental or regulatory authority on any amounts payable by Customer hereunder other than any taxes imposed on DDS Wireless income.

8.3 Usage Limits. A plan that you subscribe and pay for has specific usage limits. You will be responsible for monitoring your usage of the Services to ensure it remains within your plan limits. If your plan usage limits are exceeded we may in accordance with Section 2.6 suspend or terminate your access to or use of all or any part of the Services or DDS Wireless Materials without incurring any resulting obligation or liability to you or any other person by reason of such suspension or termination. We shall make commercially reasonable efforts to notify you in advance if we expect your usage limits to be exceeded along with details of the pro rated charges that you may be charged. If your plan usage limits are exceeded during a period DDS Wireless may charge the applicable overage fees in accordance with the fee schedule.

8.4 Fee Increases. DDS Wireless may increase the Fees by providing at least thirty calendar days prior written notice to Customer.

9. Intellectual Property Rights.

9.1 DDS Wireless Materials. All right title and interest in and to the DDS Wireless Materials including all IP Rights in them are and will remain with DDS Wireless or its third party licensors as the case may be. You acknowledge and agree that you have no right licence or authorization with respect to any of the DDS Wireless Materials including any IP Rights in them except as expressly set forth in this Agreement and subject to Section 3.1. All other rights in and to the DDS Wireless Materials are expressly reserved by DDS Wireless. In furtherance of the foregoing you agree to unconditionally and irrevocably grant to DDS Wireless an assignment of all right title and interest in and to the Resultant Data including all IP Rights relating to that data.

9.2 Feedback. If you any Authorized User or any of your employees contractors or agents sends or transmits any communications or materials to DDS Wireless by mail email telephone or otherwise suggesting or recommending changes to the DDS Materials including without limitation new features or functionality relating to them or any comments questions suggestions or the like “Feedback” all such Feedback is and will be treated as non confidential. You assign to DDS Wireless on behalf of Customer Authorized Users and Customer employees contractors and agents all right title and interest in that Feedback and DDS Wireless is free to use without any attribution or compensation to you or any other Person any ideas know how concepts techniques or other intellectual property rights contained in the Feedback for any purpose whatsoever although DDS Wireless is not required to use any Feedback.

9.3 Customer Data. As between you and DDS Wireless you are and will remain the sole and exclusive owner of all right title and interest in and to all Customer Data including all IP Rights relating to that data subject to the rights and permissions granted in Section 9.4.

9.4 Consent to Use Customer Data. You grant all rights and permissions in or relating to Customer Data as are necessary or useful to DDS Wireless and the DDS Wireless Personnel to enforce this Agreement and exercise DDS Wireless rights and perform DDS Wireless obligations under this Agreement.

10. Confidentiality.

10.1 Confidential Information. From time to time each of DDS Wireless and Customer may disclose or make available to the other party information about its business affairs products confidential intellectual property trade secrets third party confidential information and other sensitive or proprietary information whether or not marked or otherwise identified as “confidential” at the time of disclosure collectively “Confidential Information”. Confidential Information does not include information that at the time of disclosure is (a) in the public domain (b) known to the receiving party (c) rightfully obtained by the receiving party on a non confidential basis from a third party or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party Confidential Information to any person or entity except to the receiving party employees agents or contractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body or as otherwise necessary to comply with applicable law provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order or (ii) to establish a party rights under this Agreement including to make required court filings.

11. Term and Termination.

11.1 Term. The term of this Agreement begins when you accept it and will continue in effect until terminated in accordance with this Agreement the “Term”.

11.2 Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

(a) DDS Wireless may terminate this Agreement effective on written notice to Customer if Customer (i) fails to pay any amount when due under this Agreement and such failure continues more than ten days after DDS Wireless delivery of written notice of that failure (ii) breaches any of its obligations under Section 3.1 Use Restrictions or Section 10 Confidentiality or (iii) chooses to end the subscription plan or delete its customer account.

(b) Either Party may terminate this Agreement effective on written notice to the other Party if the other Party materially breaches this Agreement and such breach (i) is incapable of cure or (ii) being capable of cure remains uncured thirty days after the non breaching Party provides the breaching Party with written notice of such breach.

(c) Either Party may terminate this Agreement effective immediately upon written notice to the other Party if the other Party (i) becomes insolvent or is generally unable to pay or fails to pay its debts as they become due (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject voluntarily or involuntarily to any proceeding under any domestic or foreign bankruptcy or insolvency law (iii) makes or seeks to make a general assignment for the benefit of its creditors or (iv) applies for or has appointed a receiver trustee custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(d) Either Party may terminate this Agreement upon no less than thirty days written notice to the other Party with such termination becoming effective on the last day of the payment period under Customer specific subscription plan that is at least thirty days following the day that the termination notice is received by the other Party.

(e) DDS Wireless may terminate this Agreement upon no less than fifteen days written notice to Customer if Customer does not use the Services for a period of at least three months and does not purchase any additional subscription during that period provided that if Customer uses the Services or pays for subscription during the fifteen day notice period the notice of termination will be deemed to be rescinded.

11.3 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement except as expressly otherwise provided in this Agreement:

(a) all rights licences consents and authorizations granted by either Party to the other hereunder will immediately terminate

(b) DDS Wireless shall immediately cease all use of any Customer Data or Customer Confidential Information and permanently erase all Customer Data and Customer Confidential Information from the DDS Wireless Systems provided that for clarity DDS Wireless obligations under this Section 11.3(b) do not apply to any Resultant Data

(c) Customer shall immediately cease all use of any Services or DDS Wireless Materials and promptly return to DDS Wireless or at DDS Wireless written request destroy all documents and tangible materials containing reflecting incorporating or based on any DDS Wireless Materials or DDS Wireless Confidential Information

(d) Notwithstanding anything to the contrary in this Agreement with respect to information and materials then in its possession or control DDS Wireless may also retain Customer Data in its backups archives and disaster recovery systems until such Customer Data is deleted in the ordinary course

(e) DDS Wireless may disable all Customer and Authorized User access to the Services and DDS Wireless Materials and

(f) If Customer terminates this Agreement under Section 11.2(b) Customer will be entitled to receive a refund from DDS Wireless for the Fees paid in advance for Services that DDS Wireless has not performed as of the effective date of termination. Upon termination of this Agreement by DDS Wireless or by Customer under any other section Customer will not be entitled to receive any refund of the Fees or any portion of the Fees.

11.4 Survival. The rights and obligations of the parties set forth in this Section 11.4 and Section 3.1 Use Restrictions Section 10 Confidentiality Section 11.3 Effect of Termination or Expiration Section 12 Representations and Warranties Section 13 Limitation of Liability Section 16 Governing Law Section 17 Choice of Forum Section 18 Miscellaneous Section 19 Interpretation and any right or obligation of the Parties in this Agreement which by its nature should survive termination or expiration of this Agreement will survive any such termination or expiration.

12. Representations and Warranties.

12.1 DDS Wireless Representations Warranties and Covenants. DDS Wireless represents warrants and covenants to Customer that it will perform the Services using personnel of required skill experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

12.2 Customer Representations Warranties and Covenants. You represent warrant and covenant to DDS Wireless that you own or otherwise have and will have the necessary rights and consents in and relating to the Customer Data so that as received by DDS Wireless and Processed in accordance with this Agreement they do not and will not infringe misappropriate or otherwise violate any IP Rights or any privacy or other rights of any third party or violate any applicable Law.

12.3 Disclaimer of Conditions and Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT ALL SERVICES AND DDS WIRELESS MATERIALS ARE PROVIDED “AS IS” AND DDS WIRELESS DISCLAIMS ALL CONDITIONS AND WARRANTIES WHETHER EXPRESS IMPLIED STATUTORY OR OTHERWISE AND DDS WIRELESS SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE TITLE AND NON INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING DDS WIRELESS MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR DDS WIRELESS MATERIALS OR ANY PRODUCTS OR RESULTS OF THE USE OF THEM WILL (a) MEET CUSTOMER OR ANY OTHER PERSON REQUIREMENTS (b) OPERATE WITHOUT INTERRUPTION (c) ACHIEVE ANY INTENDED RESULT (d) BE COMPATIBLE OR WORK WITH ANY SOFTWARE SYSTEM OR OTHER SERVICES (e) BE SECURE ACCURATE COMPLETE OR ERROR FREE OR (f) PROVIDE THE FASTEST ROUTE OR THE MOST COST EFFECTIVE ROUTE OR OTHERWISE SAVE CUSTOMER MONEY.

13. Limitations of Liability.

13.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY INCLUDING BREACH OF CONTRACT TORT INCLUDING NEGLIGENCE STRICT LIABILITY OR OTHERWISE FOR ANY (a) LOSS OF PRODUCTION USE BUSINESS REVENUE OR PROFIT OR DIMINUTION IN VALUE (b) IMPAIRMENT INABILITY TO USE OR LOSS INTERRUPTION OR DELAY OF THE SERVICES (c) LOSS DAMAGE CORRUPTION OR RECOVERY OF DATA (d) LOSS OF GOODWILL OR REPUTATION OR (e) CONSEQUENTIAL INCIDENTAL INDIRECT SPECIAL AGGRAVATED PUNITIVE OR EXEMPLARY DAMAGES REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.2 Cap on Monetary Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT TORT INCLUDING NEGLIGENCE STRICT LIABILITY OR ANY LEGAL OR EQUITABLE THEORY EXCEED THE TOTAL AMOUNTS PAID TO DDS WIRELESS UNDER THIS AGREEMENT IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Force Majeure.

In no event will either Party be liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the affected Party reasonable control including without limitation acts of God flood fire earthquake tsunami or explosion epidemics or pandemics war terrorism invasion riot or other civil unrest actions embargoes or blockades in effect on or after the date of this Agreement national or regional emergency strikes labour stoppages or slowdowns or other industrial disturbances passage of Law or any action taken by a governmental or public authority including imposing an embargo export or import restriction quota or other restriction or prohibition national or regional shortage of adequate power or telecommunications or transportation facilities or any other event that is beyond the reasonable control of that Party each of the foregoing a “Force Majeure Event”.

15. Modifications.

You acknowledge and agree that we have the right in our sole discretion to modify this Agreement from time to time and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on https://ddswireless.com/scheduled-routes-terms-and-conditions or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

16. Governing Law.

This Agreement and all matters arising out of or relating to this Agreement are governed by and construed in accordance with the Laws of the Province of British Columbia and the federal laws of Canada applicable in that Province without giving effect to any choice or conflict of law provision or rule whether of British Columbia or any other jurisdiction that would cause the application of the laws of any jurisdiction other than those of British Columbia.

17. Choice of Forum.

Any legal suit action litigation or proceeding of any kind in any way arising out of or relating to this Agreement including all exhibits schedules attachments and appendices attached to this Agreement the services provided under it and all contemplated transactions shall be instituted in the courts of the Province of British Columbia and each Party irrevocably submits to the exclusive jurisdiction of those courts in any such suit action litigation or proceeding. Each Party agrees that a final judgment in any such suit action litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought there has been brought in an inconvenient forum.

18. Miscellaneous.

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings agreements representations and warranties both written and oral with respect to that subject matter. Any notices to us must be sent to our corporate headquarters address available at https://ddswireless.com/contact-us and must be delivered either in person by certified or registered mail return receipt requested and postage prepaid or by recognized overnight courier service and are deemed given upon receipt by us. Notwithstanding the foregoing you consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges transactional information and other information concerning or related to the Services. You agree that any notices agreements disclosures or other communications that we send to you electronically will satisfy any legal communication requirements including that such communications be in writing. The invalidity illegality or unenforceability of any provision here does not affect any other provision here or the validity legality or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. You shall not assign or otherwise transfer any of your rights or delegate or otherwise transfer any of your obligations or performance under this Agreement in each case whether voluntarily involuntarily by operation of Law or otherwise without DDS Wireless prior written consent which consent shall be in our sole discretion. We expressly reserve the right to assign this Agreement and to delegate any of our obligations under it.

19. Interpretation.

For purposes of this Agreement (a) the words “include” “includes” and “including” are deemed to be followed by the words “without limitation” (b) the word “or” is not exclusive (c) the words “herein” “hereof” “hereby” “hereto” and “hereunder” refer to this Agreement as a whole (d) words denoting the singular have a comparable meaning when used in the plural and the reverse and (e) words denoting any gender include all genders. Unless the context otherwise requires references in this Agreement to sections exhibits schedules attachments and appendices mean the sections of and exhibits schedules attachments and appendices attached to this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.