The use and possession of the Technological Solution provided by Itsmax (here the "Product") are governed by the conditions described in this User License Agreement.

NOTICE TO USER PLEASE READ THIS NOTICE CAREFULLY NOW!!! DO NOT USE THIS Product UNTIL YOU HAVE READ THIS AGREEMENT.

This License Agreement for the use of this Itsmax Product is posted so that you can read it before you install or use this Itsmax Product that has been made available to you or your company. To this end, you must accept the conditions below, before any use of this Itsmax Product either by: Checking the box of this registration form "I have read and I accept the conditions of use of this License Agreement", if this User License Agreement appears to you electronically during its installation or use , Where Make sure your company manager has already done this in section 10 and sent the signed copy to Itsmax: If you use this Itsmax Product, it will indicate that you and your company accept this License Agreement. If you or your business do not agree to the terms of this License Agreement, you must immediately notify Itsmax and return the Product to Itsmax unopened or unused to Itsmax.

1. Definitions: The following definitions apply in this License Agreement:

"Customer" means the City of Drummondville under a SAAS-type contractual agreement for the Product that has been sent by conventional or electronic transfer to make it available to you or your business.
"User Partners" means the Customer, the Autorité régionale de transport métropolitain and the Société de transport de Montréal.
"SAAS Contract" means the SAAS-type Contract entered into on (.) June 2020 between the Customer and Itsmax for the delivery and rights of use of the Technological Solution as well as the initial configuration, hosting and technical service thereof.
"Itsmax" means Itsmax International Inc.
"Software" means the programs that can be interpreted by computers provided by Itsmax and comprising the Technological Solution, whether they are operated on your equipment, the Customer's equipment, the equipment of Itsmax or that of a service hosting provided by a third party.
"User Partners" means the Customer, the Autorité régionale de transport métropolitain and the Société de transport de Montréal.
"Product" means the Software of the Itsmax Technology Solution delivered or made available to the Customer by Itsmax via the SAAS Agreement.
"SAAS" means Software As A Service where the right to use the Software is not sold to the Customer but made available for a monthly rental and for the duration of this rental, and or right to use the Software terminates with the SAAS Agreement.
"YOU" and "you" mean you and your business

2. Product User License Agreement

2.1 Terms and License By receiving and/or using this Product, you agree to be bound by the terms of the following End User License Agreement. Subject to the terms of this Agreement, Itsmax grants to you one (1) limited, nonexclusive, nontransferable license, without the right to sublicense, use or evaluate this Product in accordance with this Agreement and any other written contract with Itsmax.
2.2 Ownership of the Product By this Agreement, Itsmax does not transfer ownership of this Product to you and the License to Use granted to you does not constitute a sale. Itsmax retains exclusive ownership of all right, title and interest in and to the Product and any related intellectual property rights. Copyright laws and international copyright treaty provisions protect all parts of the Product.
2.3 Legal Agreement This Agreement is a legal agreement entered into between Itsmax and the purchasers, users or evaluators of this Product. If you do not agree to be bound by this Agreement, immediately delete this Product from your computer and, if applicable, return by mail to us any copies of this Product and the documents and packaging in your possession. You recognize more specifically and in accordance with the law, the rights and the intellectual property of Itsmax concerning the Products and the confidential information which are essential for Itsmax. This warranty includes protection for all methods and activities related to the creation of the copyrighted Product and / or trademark, trade secrets and / or other information and materials. proprietary rights which are the exclusive property of Itsmax, such rights being available and enforceable by law.

3. Product Copyrights

3.1 Copyright This Product contains copyrighted materials, such as instruction manuals, trade secrets and other electronic materials owned by Itsmax. You shall not attempt to modify, reverse engineer, disassemble or decompile this Software.
3.2 Limitation on Use of Software You may not use, copy, modify, rearrange, decompile or compile, reverse engineer the Product or any copy, modification or merged portion thereof in whole or in part, except as expressly provided in this License Agreement. You also shall not create any works derived from, based on, or inspired by the Product in whole or in part. No program, code, sound sample, text, or any part or image may be copied or used in any way by the user except as permitted by the limitations of functionality of this Product. All rights not expressly granted herein are reserved to Itsmax.
3.3 Backup Copy of Software Customer may copy the workstation-installable portions of the Product for backup purposes only. These copies must however be destroyed at the end of the Contract

4. Limited Warranty

4.1 Risks and Liability Except as expressly provided in writing to the contrary, Itsmax makes no representations or warranties with respect to this Product, which is delivered "as is", and its subsequent additions and modifications thereto, and expressly excludes all other warranties. , express or implied, oral or written, including, without limitation, any implied warranties of merchantability, performance, or fitness for a particular function. You and User Partners assume responsibility for the selection or use of this Product which you believe will enable you to achieve your objectives and for the use and results obtained from this Product. .
4.2 Original Limited Warranty Itsmax does not guarantee that the operation of the Product will be uninterrupted or error-free. However, Itsmax includes a Limited Guarantee of Origin of Good Functioning of the Product for the duration of the Contract. To be eligible for this Limited Warranty of Origin, the Product must not have been modified, vandalized, damaged, altered or other similar actions, except by qualified personnel authorized by Itsmax. Excessive use, fraud, vandalism, accidents, misuse, failure due to lack of preventative maintenance or any other unintended use outside of the normal and documented use of the Products, whether central , on site, embedded or mobile, are not covered by the Limited Warranty of Origin. The Products must have been used normally and for the purposes and operating conditions for which the Products were designed.
4.3 Correction of Software Defects under Original Warranty If the defective Software component of the Product is defective (hereinafter the "Defective Software"), and if the defect is reproducible with respect to the functionality of the origin of the delivered Software and during the period of application of the Limited Guarantee of Origin, the only guarantee that Itsmax provides is that Itsmax will make reasonable efforts at its own expense and within a reasonable time to correct this reproducible defect of the Software which prevents the Software from performing the tasks for which it was designed and intended by Itsmax and brought to its attention. In such a case, Itsmax will produce and deliver and update the version of the Software containing the correction of the defect of the Defective Software, and will provide an installation notice and the documentation of the correction made to the updated version.

5. Limitation of Liability

5.1 Indemnification of Itsmax You and the Customer agree to hold harmless Itsmax, its employees, agents and distributors against any claim, procedure and against any cost resulting from or related to your use of the Itsmax Product. In no event (including, without limitation, negligence) shall Itsmax, its employees, agents, or distributors be liable for consequential, incidental, special, or exemplary damages (including, without limitation, damages for loss of profits, loss of use, work stoppage, loss of information or data or pecuniary loss) related to or resulting from this Agreement, this Product or the use or inability to use this Product or accessories, operation or use of any other item hereunder based on bargain, tort or other theory including negligence.
5.2 Itsmax's Entire Liability Itsmax's entire liability and Customer's exclusive remedy shall be Itsmax's reasonable effort and expense, and within a reasonable time, to correct reproducible defects in the Defective Software that prevent the Software from functioning. perform the tasks for which it was designed and which are brought to the attention of Itsmax and the production and delivery of a version of the Software containing the correction of the defect of the Defective Software in the event that such correction was made by Itsmax.

6. Confidentiality With the exception of applications and uses operating through popular web browsers, the Customer will treat the engineering as well as the general design of the Product and the underlying principles of the Product and its related documentation, in confidence. If applicable, before recycling, discarding or disposing of any media containing any part of the Product in any form, Customer must erase or otherwise destroy the Software contained therein or residing thereon.

7. Duration and Termination

7.1 Term This License Agreement is effective until terminated or the SAAS Agreement expires. Any breach of the terms and conditions of this Agreement will result in the automatic and immediate termination of this License by Itsmax. In the event of termination of the license granted herein, for whatever reason, the Customer agrees, upon notice of such termination and in accordance with the instructions of Itsmax, to immediately cease using the Product and destroy all Software in its possession together with all copies, modifications and merged parts thereof in any form whatsoever and also destroying the corresponding documentation and to confirm to Itsmax that this has been done, or to return them to Itsmax.
7.2 Termination The Customer may terminate it at any time by destroying all the Software in its possession together with all copies, modifications and merged parts thereof in any form and also by destroying the corresponding documentation. and confirming in writing to Itsmax that this has been done, or returning them to Itsmax. The Product confidentiality and copyright obligations you incur will survive the expiration or termination of this license.

8. Miscellaneous

8.1 Applicable Laws This License Agreement shall be governed by the laws in force in the province of Quebec, Canada.
8.2 Language in which the Agreement is written The Customer acknowledges having requested that this License Agreement be written in French. If Customer prefers, an English version of this License Agreement will be provided. The CUSTOMER acknowledges that he has requested that this LICENSE Agreement be drafted in French. Should the CUSTOMER prefer, an English version of this LICENSE Agreement will be provided.
8.3 Modification of Agreement THIS LICENSE AGREEMENT CANNOT AND SHALL NOT BE MODIFIED BY PURCHASE ORDERS, ADVERTISING OR OTHER REPRESENTATIONS OF ANY PERSON UNLESS A WRITTEN MODIFICATION IS HAS BEEN SIGNED BY AN AUTHORIZED OFFICER OF Itsmax.
8.4 Applicability and Continuity IF ANY TERMS OF THIS LICENSE AGREEMENT OR ANY PORTION OF IT ARE REQUIRED TO BE INVALID, UNDER ANY APPLICABLE STATUTE OR STATE OF LAW, THEY MUST, TO THIS EXTENT, BE DEEMED FORGOTTEN BUT THE OTHER TERMS OF THIS LICENSE SHALL STILL APPLY.

9. End User Statement AS AN END USER, YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE EXTENT PROVIDED BY APPLICABLE LAW. NEITHER THE PROVIDER, NOR ITS LICENSORS, NOR ITS AFFILIATES, NOR COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR GRANT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF SALE, OF FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE DOES NOT INFRINGE ANY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS HELD BY ANY THIRD PARTY. NEITHER THE PROVIDER NOR ANY OTHER THIRD PARTY WARRANTS THAT THE FUNCTIONS OF THE SOFTWARE WILL MEET YOUR EXPECTATIONS OR THAT THE OPERATION OF THE SOFTWARE WILL BE CONTINUOUS AND ERROR-FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR CHOOSING THE SOFTWARE TO ACHIEVE YOUR EXPECTED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED.

10. Customer Declaration AS A CUSTOMER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS LICENSE AGREEMENT AND BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER FURTHER AGREES THAT THIS LICENSE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN Itsmax AND CUSTOMER WHICH SUPERSEDES ANY PRIOR PROPOSAL OR AGREEMENT, WHETHER ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN CUSTOMER AND Itsmax RELATING TO THE PURPOSE OF THIS AGREEMENT.