Unless superseded by a signed license agreement between you and the Licensor, Licensor is willing to provide the Ratio.City Platform to you only if you accept all terms and conditions contained in this License Agreement as the sole and final agreement of the parties regarding your acquisition of the Ratio.City Platform. Please read the terms and conditions carefully. You may not use the Ratio.City Platform unless you agree to the terms and conditions of the License Agreement. Your access and use of the Ratio.City Platform constitutes your acceptance of the terms and conditions of this License Agreement. If you do not agree with the terms and conditions of this License Agreement do not access or use the Ratio.City Platform. You are not authorized to use the Ratio.City Platform until you have agreed to the terms and conditions of this License Agreement.

This Ratio.City Platform License Agreement (“License Agreement”) is between you (“Customer”) and Ratio.City, a division of Esri Canada Limited (“Licensor”), a Canadian corporation with its principal place of business at 12 Concorde Place, Suite 900, Toronto, Ontario, M3C 3R8.

1. DEFINITIONS

1.1 "Commercial Ordering Terms" means the mutually agreed upon commercial ordering terms under the applicable Ratio.City commercial services agreement separately entered between the Customer and the Licensor.

1.2  “Confidential Information” shall have the meaning as set out in Section 5.1 of this License Agreement.

1.3  “Customer Data” shall have the meaning as set out in Section 6.1 of this License Agreement.

1.4  “Customer Data Holdover Period” shall have the meaning as set out in Section 13.3(a) of this License Agreement.

1.5  "End User(s)" means an individual authorized by the Customer to access and use the Ratio.City Platform and the Services for Customer’s benefit in accordance with the terms of this License Agreement.

1.6  “Equipment” shall have the meaning as set out in Section 3.4 of this License Agreement.

1.7  “Infringement Claim” shall have the meaning as set out in Section 10.1 of this License Agreement.

1.8  “Personal Information” means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information also includes personal information as may be defined under applicable privacy laws.

1.9  “Prohibited Content” shall have the meaning as set out in Section 6.7 of this License Agreement.

1.10  "Ratio.City Platform" means the Software, applications, tools, and Services provided by Licensor under this License Agreement.

1.11  “Services” shall have the meaning as set out in Section 2.1 of this License Agreement.

1.12  "Service Level Terms" means the specific terms and conditions related to the performance and availability of the Ratio.City Platform as outlined in Exhibit A.

1.13  “Services Enhancement Purposes” shall have the meaning as set out in Section 6.8 of this License Agreement.

1.14  "Software" means any software, application program interface (API), documentation, or data related to the Services provided by the Licensor.

2. SERVICES; GRANT OF RIGHTS AND RESERVATION OF OWNERSHIP 

2.1. Services. Subject to the terms of this License Agreement, Licensor will use commercially reasonable efforts to provide online data management and analysis tools (“Services”) to Customer in accordance with the Service Level Terms attached hereto as Exhibit A. 

2.2. License Grant. In consideration of  payment of the applicable fees, Licensor grants Customer a personal, non-exclusive, non-transferable and non-shareable license to use the Services in accordance with the terms of this License Agreement. The nature and extent of the Services provided to the Customer and its End Users under this License Agreement is subject to any associated Commercial Ordering Terms between Customer and the Licensor.

2.3  Protection of Licensor’s Trade Secrets. The Customer acknowledges and understands that the Ratio.City Platform and the Services are treated by Licensor as its trade secrets to which Licensor claims intellectual property ownership rights. The Customer shall treat the Ratio.City Platform and the Services as the trade secrets and Confidential Information of Licensor and shall use its best endeavours to protect the Ratio.City Platform and the Services from any unauthorized access, use, misappropriation or exploitation.

2.4  Customer Responsibility. By using the Services, the Customer agrees to be bound by the terms and conditions of this License Agreement. Customer shall be responsible to Licensor for compliance by Customer’s End Users with the terms and conditions of this License Agreement.

2.5  Reservation of Rights. Licensor retains exclusive right, title and interest, including but not limited to, all intellectual property rights, in and to the Ratio.City Platform, the Services and Software and all improvements, enhancements or modifications thereto. The Ratio.City Platform and the Services are the copyrighted works of Licensor. All rights not specifically granted in this License Agreement are reserved for the benefit of the Licensor.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1  Neither Customer nor its End Users will , directly or indirectly:

a. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software;

b. modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Licensor or authorized within the Services);

c. use the Services or any Software for timesharing, sublicensing, or service bureau purposes or otherwise for the benefit of a third party;

d. remove any proprietary notices or labels provided with the Services or Software; or

e. distribute or provide access to the Services or Software to third parties, in whole or in part, save for Customer’s third party consultants and contractors using the Services or Software for the exclusive benefit of Customer.

3.2  Customer represents and warrants that Customer and its End Users will use the Services: (i) in accordance with the terms and conditions of this License Agreement and any Commercial Ordering Terms between Customer and the Licensor; and (ii) in compliance with all applicable laws and regulations. Customer shall be responsible for any damages, losses, liabilities, settlements and expenses (including without limitation costs and reasonable attorneys’ fees) incurred by Licensor in connection with any claim or action that arises from an alleged violation of the foregoing representations and warranties.

3.3  The Customer shall not use the Services: (i) to upload any illegal, harmful, fraudulent, offensive or infringing material and/ or content; (ii) for any illegal, harmful, fraudulent activities; or (iii) to violate the security or integrity of any network, computer or communications system.

3.4  Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, each End Users account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Software, Services, each End Users’ account and/or the Equipment with or without  Customer’s knowledge or consent.

3.5 API Keys. API keys are secret that should be securely stored. Customer is solely responsible for the usage (and any related charges) associated with API keys issued to Customer. Licensor reserves the right to suspend or deactivate an API key and any associated user or organization accounts if Licensor reasonably determines that such access is being used in an unauthorized manner or otherwise in breach of this License Agreement.

4. PRIVACY AND PERSONAL INFORMATION

4.1 Licensor may collect Personal Information from Customer for the purposes of providing the Services and providing support to Customer in connection with Customer and its End Users use of the Services. Licensor will limit such collection to the minimum amount required to provide the Services and  related support. Support channels will include, but not be limited to, communication via email, physical mail, telephone calls, and channels built into the Services itself. Support may be technical or commercial in nature and may be initiated by either the Customer or by Licensor.

4.2  The Customer will assign an individual(s) as Customer’s point of contact for administrative and communication purposes with the Licensor in connection with Customer’s use of the Services and matters related to this License Agreement for which Customer is entitled to be notified including but not limited to notification of any suspected security breach impacting Customer’s Personal Information.  

4.3  Licensor will not collect, process, transfer, disclose, publish or otherwise use any Personal Information to which it may have access except in accordance with all applicable laws (including, without limitation, all applicable laws relating to Personal Information or privacy) and on the written instructions from Customer.

4.4  Licensor makes use of Google’s reCAPTCHA service to minimize fraudulent activity. The use of this service may result in the placement and accessing of “cookies” on Customer and its End Users devices and the collection of information by Google about Customer’s use of the Services. For more information, please visit Google’s documentation on How Google Uses Information from Sites or Apps that Use their Services.

5. CONFIDENTIALITY

5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business, technical or financial information relating to the Disclosing Party’s business and assets (hereinafter referred to as “Confidential Information”).  Confidential Information of Licensor includes non-public information regarding features, functionality and performance of the Services.  The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use such Confidential Information except in performance of the Receiving Party’s obligations under this License Agreement or as otherwise expressly permitted herein or divulge to any third party any such Confidential Information (save for Receiving Party’s internal use consultants bound by similar confidentiality obligations) without the Disclosing Party’s prior written consent. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can demonstrate (a) is or becomes generally available to the public without a breach of this License Agreement, or (b) was in its lawful possession or rightfully known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party. 

5.2  Compelled Disclosure. In the event that the Receiving Party becomes legally compelled to disclose any of the Disclosing Party’s Confidential Information, it shall, to the extent legally permitted, provide Disclosing Party with prompt prior written notice of such requirements so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this License Agreement, which waiver may not be unreasonably withheld. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required.

6. CUSTOMER DATA

6.1 Ownership of Customer Data. Customer shall own all right, title and interest in and to all non-public data uploaded by Customer or its End Users through the Services to the Ratio.City Platform (“Customer Data”). Licensor will have no rights to such Customer Data other than as needed to provide the Services.

6.2  Personal Information in Customer Data. Customer shall not upload any Customer Data that includes Personal Information through the Services without Licensor’s express prior written consent. Customer shall be responsible for ensuring that Customer has acquired the necessary legal rights for all Personal Information in Customer Data which Customer uploads through the Services. Licensor has no responsibility for ensuring any such Customer Data complies with applicable laws.

6.3  Unauthorized Upload of Personal Information.

(a) Any unauthorized Customer Data uploaded by Customer shall be at Customer’s sole risk. If Customer becomes aware of any unauthorized upload of Personal Information, Customer shall immediately notify Licensor in writing and shall take immediate steps to remove such Personal Information from the Ratio.City Platform. Customer shall also inform Licensor of when such unauthorized Personal Information has been removed. In the event that Customer fails to remove any such unauthorized Customer Data, Licensor shall be entitled to treat such Customer Data as Prohibited Content pursuant to Section 6.7 of this License Agreement.

(b) Customer acknowledges and understands that in the event there is a security breach impacting Customer Data, Licensor’s responsibility with respect to security breach notification to Customer will be determined by whether or not Customer has duly notified Licensor of the inclusion of Personal Information in the impacted Customer Data.

(c) Customer shall indemnify and hold harmless Licensor from and against any losses that are incurred by Licensor with respect to any unauthorized Personal Information uploaded by Customer.   

6.4  Permission to use Customer Data. Customer grants Licensor permission to use Customer Data solely for the purpose of delivery of the Services and the due performance of rights granted to Licensor under this License Agreement. Such permission includes, but is not limited to, the right for Licensor to host and backup Customer Data as needed to provide the Services to Customer and its End Users. Customer bears responsibility to ensure that it has the legal right and necessary permissions to upload or share Customer Data through the Services. Licensor shall not (i) access, use or store any Customer Data, except as required to perform the Services; or (ii) transfer Customer Data to any third party or permit any third party to use or access Customer Data without the express prior written consent of Customer.

6.5  Risk of Loss. Risk of loss for all Customer Data will at all times remain with Customer unless caused by the negligence of Licensor.

6.6  Monitoring. Customer acknowledges and understands that Licensor reserves the right, from time to time, to monitor the Services to ensure Customer’s compliance with this License Agreement.

6.7  Prohibited Customer Data. If Licensor reasonably believes that any Customer Data violates applicable law, infringes or misappropriates the rights of any third party, includes unauthorized Personal Information, or otherwise violates a material term of this License Agreement ("Prohibited Content"), Licensor may remove or delete such Prohibited Content from the Ratio.City Platform. If reasonable under these circumstances, Licensor will notify the Customer before removing such Prohibited Content. Licensor is not responsible for any damages, liabilities, or losses that may result from any removal of Customer Data as described in this Section 6.7.

6.8  Notwithstanding anything to the contrary in this License Agreement or any Commercial Ordering Terms between Licensor and Customer, Licensor shall have the right to collect and analyze data derived from the provision of the Services and related systems and technologies  for analytical and diagnostic and corrective purposes and for the purposes of improving and enhancing Licensor’s delivery of the Services to its customers (“Services Enhancement Purposes”).  If Licensor needs to access any Customer Data for Services Enhancement Purposes, Licensor shall ensure that such Customer Data is de-identified and anonymized prior to Licensor’s use for Services Enhancement Purposes.

7. RATIO.CITY PLATFORM SERVICE AVAILABILITY

7.1  Modification of the Services. Licensor may change the Ratio.City Platform at any time. Licensor will provide Customer with ninety (90) days’ notice for deprecations to the Services and any associated APIs. If any modification, discontinuation, or deprecation of the Services causes a material, adverse impact to Customer’s operations, Licensor may, at its discretion, attempt to repair, correct, or provide a workaround for the issues affecting the Services. If a viable solution is not commercially reasonable, Licensor will notify Customer and Customer may cancel its subscription to the Services and, when applicable, Licensor will issue a prorated refund for the unused portion of the prepaid annual subscription fee.

7.2  Service Interruption. System failures or other events beyond Licensor’s reasonable control may interrupt Customer’s access to the Services. Licensor may not be able to provide advance notice of such interruptions. Licensor’s Service Level Terms for the Ratio.City Platform are attached as Exhibit A to this License Agreement.

7.3 Service Suspension. Licensor may suspend access to the Services:

(a) if Customer materially breaches this License Agreement and fails to cure the breach within the time period specified in Licensor’s written notice provided such breach is capable of being cured. In the event that such breach is incapable of being cured, Licensor shall have the right to immediately suspend Customer’s access to the Services;

(b) if Licensor reasonably believes that Customer's use of the Services will subject Licensor to immediate liability or adversely affect the integrity, functionality, or usability of the Services;

(c) for Ratio.City Platform maintenance and any other excused Services downtime as described in the Service Level Terms attached as Exhibit A to this License Agreement;

(d) to enjoin or repel a threat or attack on the Services; or

(e) if the Services become prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship.

When feasible, Licensor will notify Customer of any Services suspension in advance and give Customer reasonable opportunity to take remedial action.

Licensor is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of the Services as described in Sections 7.2 and 7.3.

8. SECURITY COMPLIANCE

8.1 Licensor will use reasonable administrative, technical, and physical safeguards to protect Customer Data against unauthorized access in Licensor’s possession. Customer shall review Licensor’s commitment to the protection of its customers data under Licensor’s Trust Centre on Licensor’s website at: Esri Canada Trust Centre.

8.2  Customer shall immediately report any suspected or known security or privacy breach incident regarding the Services through the reporting field available on Licensor’s Esri Canada Trust Centre.

9. WARRANTY AND DISCLAIMERS

9.1 Limited Warranty. Licensor shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Licensor or by third-party providers, or because of other causes beyond Licensor’s reasonable control, but Licensor shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 

9.2  General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES ARE PROVIDED “AS IS” AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPLIANCE WITH DESCRIPTION, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. 

9.3  Internet Disclaimer. Customer acknowledges that: (i) the Internet is not a secure infrastructure and (ii) Licensor is not liable for damages under any theory of law related to the discontinuance of operation of any portion of the Internet or possible regulation of the Internet that might restrict or prohibit the operation of the Services.

10. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION

10.1  Licensor shall defend, indemnify and hold harmless the Customer against any third party claims made or brought against Customer for damages, losses, costs and/or expenses (including reasonable legal fees and disbursements) alleging that the Services infringe any such third party’s intellectual property rights (“Infringement Claim”).

10.2  If Licensor determines that an Infringement Claim is valid, Licensor may, at its own expense, either: (i) obtain rights for the Customer to continue using the affected Services; and/or (ii) modify the affected Services while maintaining substantially similar functionality. If neither alternative is commercially viable, Licensor may terminate Customer’s right to use the Services and will refund to the Customer the prorated portion of the annual fee paid by Customer for the annual period in which the Infringement Claim arose.

10.3  Licensor has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of: (i) the combination or integration of Services with a product, process, system, or element that Licensor has not supplied; (ii) Customer’s use of the Services in an unauthorized manner; (iii) alteration of the Services by anyone other than Licensor or its subcontractors and other than on Licensor’s authority, direction, request or specification; or (iv) use of the affected Services after Licensor either provides a modified version to avoid infringement or terminates Customer’s right to use the Services.

10.4  Conditions for Indemnification. As conditions for indemnification, the Customer will: (i) promptly notify Licensor in writing of the Infringement Claim; (ii) provide all available documents describing the Infringement Claim; (iii) give Licensor sole control of the defence of any action and negotiation related to the defence or settlement of any Infringement Claim; and (iv) reasonably cooperate in the defence of the Infringement Claim at Licensor’s request and expense.  

10.5  This Article 10 sets forth the entire obligation of Licensor with respect to any Infringement Claim for which Licensor must indemnify Customer.

11. LIMITATION OF LIABILITY

11.1 Notwithstanding anything to the contrary in this License Agreement or any Commercial Ordering Terms between Licensor and Customer, except for: (i) Licensor’s gross negligence or willful misconduct, and (ii) the intellectual property infringement indemnity provided by Licensor to Customer in Article 10 of this License Agreement,  Licensor shall not be responsible or liable for any of other following under this License Agreement, regardless of the form of action, whether in contract, negligence, strict liability or other theory of liability:

(a) any error or interruption of use or for loss or inaccuracy or corruption of data;

(b) any indirect; punitive; exemplary; incidental; special; consequential damages; lost profits; lost sales; loss of goodwill; or costs of procurement of substitute goods or services;

(c) any matter beyond Licensor’s reasonable control; or

(d) any amounts that, in aggregate, exceed the fees paid by Customer to Licensor for the Services under this License Agreement in the twelve (12) months immediately preceding the event or circumstance that gave rise to such claim

in each case, whether or not Licensor has been advised of the possibility of such damages.

12. FOR ACADEMIC PROGRAM USERS ONLY

Ratio.City's academic licenses may only be used for educational purposes by current students and faculty. Commercial use, by either students or faculty, is strictly prohibited and will result in termination of system access for the user and/or institution.

13. TERM AND TERMINATION

13.1 Customer may terminate this License Agreement or any Ratio.City Platform license at any time upon written notice to Licensor. Any such termination without cause does not entitle Customer to receive any refund of fees paid to Licensor. Either party may terminate this License Agreement or any license for a material breach that is not cured within thirty (30) days of written notice to the breaching party, except that termination is immediate for a material breach that is impossible to cure. Upon termination of the License Agreement, all licenses granted hereunder will terminate as well.

13.2  Upon any termination or expiration of a license or this License Agreement, Customer will stop accessing and using the terminated or expired Ratio.City Platform license.  

13.3  Handling of Customer Data on Termination. Upon any termination or expiration of a subscription or this License Agreement, Licensor will either:

(a) make Customer Data available to Customer for download for a period of ninety (90) calendar days from such termination of expiration (“Customer Data Holdover Period”); or

(b) Licensor may also elect to download all Customer Data in Licensor’s possession to a medium of Customer’s choosing and deliver such Customer Data to Customer.

Licensor may elect to provide Customer with guest access to Customer Data during such Customer Data Holdover Period.

14. GENERAL PROVISIONS

14.1 Export Compliance. Customer shall comply with all applicable export control laws and regulations.

14.2  Taxes and Fees. Fees quoted to Customer for the Services are exclusive of any and all taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs.

14.3  No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

14.4  Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable; and (ii) all other provisions of this License Agreement will remain in effect.

14.5  Successor and Assigns. Customer shall not assign, sublicense, or transfer Customer's rights or delegate Customer’s obligations under this License Agreement without Licensor's prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement.

14.6  Survival of Terms. The provisions of Section 2.3 (Protection of Licensor’s Trade Secrets), Section 2.5 (Reservation of Rights), Article 4 (Privacy and Personal Information), Article 5 (Confidentiality), Section 6.1 (Ownership of Customer Data), Article 9 (Warranty and Disclaimers), Article 10 (Intellectual Property Infringement Indemnification), Article 11 (Limitation of Liability), Section 13.3 (Handling of Customer Data on Termination), and Article 14 (General Provisions) of this License Agreement shall survive the expiration or termination of this License Agreement and any other articles or sections of this License Agreement which, by their terms or nature, are intended to survive the expiration or termination of this License Agreement.

14.7  Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief.

14.8 Governing Law; Arbitration

(a) Governing Law. This License Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (excluding any conflict of laws rule or principle that might refer such construction to the laws of another jurisdiction) and shall be treated, in all respects, as an Ontario contract. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  

Notwithstanding the foregoing, where Customer is a Canadian government entity, the applicable laws of Customer’s jurisdiction shall govern this License Agreement.

(b) Arbitration. Except as otherwise provided in Section 14.7 (Equitable Relief), in the event of a dispute regarding the interpretation and/or application of this License Agreement, the parties agree that it is their express intent that any such dispute not be settled through the judicial system, but rather, the parties agree to submit any such dispute to binding arbitration. Therefore, the parties agree as follows: Any controversy or claim arising out of or relating to this License Agreement, or breach hereof, shall, except as otherwise required by a Canadian government Customer, be settled by arbitration in accordance with the rules of the ADR Chambers, Toronto, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Except as otherwise agreed between the parties, in the event any arbitration is initiated by either party, such arbitration shall be brought exclusively in Toronto, Ontario. The language of the arbitration shall be English.

14.9  Feedback. Licensor may freely use any feedback, suggestions, or requests for product improvements that Customer provides to Licensor with respect to the Ratio.City Platform.

14.10  Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Licensor technology.

14.11  Force Majeure. A party will not be liable for any failure of or delay in the performance of this License Agreement for the period that such failure or delay is due to causes beyond the party’s reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labour disputes, cyber-attacks, laws, regulations, government orders, or any other force majeure event.

14.12  Entire Agreement. This License Agreement, including Exhibit A and any incorporated documents, constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders or other standard form customer ordering documents exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing under an amendment agreement created for such purpose and signed by each party’s authorized representative.

14.13  Notices. Customer may send notices required under this License Agreement to Licensor at the following address:

Esri Canada Limited 
12 Concorde Place, Suite 900 
Toronto, Ontario, M3C 3R8 
Canada 

Attention: Legal Department  

Email: Legal_notices@esri.ca 

EXHIBIT A

SERVICE LEVEL TERMS

The Services shall be available for access by Customer 99.5% of the time, measured monthly (calculated on the basis of a 24-hour day multiplied by the actual number of days in such month, which, for clarity, represents a total of 50 minutes of downtime per week), excluding scheduled maintenance and force majeure. Any downtime resulting from outages of third-party connections or utilities or other reasons beyond Licensor’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Licensor's entire liability, in connection with Service availability shall be to terminate this License Agreement on a no-fault basis, provided, however, that where availability falls below 95% in any month (a “Shortfall Month”), Customer may instead elect to continue using the Services and receive a credit equal to half the monthly fee for each such Shortfall Month.

Downtime shall begin to accrue as soon as Customer notifies Licensor that downtime is taking place and continues until the availability of the Services is restored. To receive downtime credit, Customer must notify Licensor in writing within 24 hours from the beginning of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.  Such credits may not be redeemed for cash.  Licensor will only apply a credit to payment for the month in which the incident occurred.  Licensor’s blocking of data communications or other aspects of the Services in accordance with its policies or applicable laws shall not be deemed to be a failure of Licensor to provide adequate service levels under this License Agreement.

Customer Data is encrypted in transit via HTTPS and TLS 1.2 and at rest in encrypted databases on the Ratio.City Platform. Access to data on the Ratio.City Platform is provided by a role-based access control system that places strict limits on the scope of access according to the End User's membership in security groups, and the roles allocated to those groups. 

Upon the expiration or termination of the Customer’s Ratio.City Platform subscription or the License Agreement, the handling of Customer Data by Esri Canada shall be as set out under Section 13.3 of the License Agreement.   

Service Level Terms and the Services themselves may be updated as required by Licensor provided that any such updates do not materially diminish the Services or service levels.