UniPrint Infinity End-User License Agreement

IMPORTANT – READ CAREFULLY. This End-User License Agreement (the "Agreement" or "EULA") is a legal agreement between the person, company, or organization that has licensed the Software ("Customer" or "You") and Process Fusion Inc. ("PFI", "Licensor", or "We"). This Agreement governs the installation, operation, and use of the UniPrint Infinity software within Customer's own environment (whether on-premises, in a private cloud, or on third-party hosted infrastructure under Customer's control). By downloading, installing, activating, or otherwise using the Software, Customer acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. If Customer does not agree, Customer must not install or use the Software.

1. Definitions

For purposes of this Agreement, the following capitalized terms have the meanings set out below. Other terms are defined where they first appear.

“Process Fusion Inc.” or "PFI" or "Licensor" means Process Fusion Inc., registered at 3280 Bloor Street West, Suite 1202, Centre Tower, Toronto, ON, Canada M8X 2X3.

“Software” means the UniPrint Infinity software supplied by PFI under this Agreement, including all modules, components, Updates, patches, and accompanying Documentation, in each case as installed and operated within the Customer Environment.

“Customer” or "You" means the legal entity identified on the applicable Order Form that has licensed the Software.

“Authorized Users” means employees, contractors, or agents of Customer who are authorized by Customer to access and use the Software in accordance with the license metrics set out in the Order Form.

“Documentation” means the user, administrator, and technical documentation for the Software made generally available by PFI, as updated from time to time.

“License Key” means the activation key, token, or credential issued by PFI that enables the Software to operate within the entitlements set out in the Order Form.

“Customer Environment” means the on-premises, private cloud, or third-party hosted infrastructure that is owned, leased, or otherwise controlled by Customer and in which the Software is installed and operated.

“Confidential Information” means any non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including the Software, Documentation, pricing, and roadmaps.

“Intellectual Property” means all patents, copyrights, trademarks, trade secrets, know-how, designs, and other proprietary rights, whether registered or unregistered.

“Personal Information” means information about an identifiable individual, as defined under applicable Canadian privacy laws, including PIPEDA and, where applicable, PHIPA.

“Parties” means Customer and PFI collectively; each, a "Party."

“Effective Date” means the date set out on the cover page of this Agreement or the date the first Order Form referencing this Agreement is signed, whichever is earlier.

“Order Form” means a written ordering document (including a quote accepted by Customer) signed or otherwise accepted by the Parties that reference this Agreement and identifies the Software, license metrics, fees, and Subscription Term.

“Subscription Term” means the period of authorized use of the Software set out in the Order Form, including any renewal periods.

“Updates” means error corrections, bug fixes, maintenance releases, and minor enhancements made generally available by PFI to its licensed customers at no additional charge.

“Upgrades” means new versions of the Software that PFI designates as upgrades and that are made available separately, which may require additional fees.

“Support Services” means the technical support and maintenance services described in the applicable Support Schedule or Order Form.

2. Grant of License

Subject to Customer's payment of all applicable fees and compliance with the terms of this Agreement, PFI grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license, during the Subscription Term, to install and operate the Software within the Customer Environment, solely for Customer's internal business operations and only up to the license metric (for example, users, devices, or print volume) set out in the applicable Order Form. Customer's affiliates may use the Software only to the extent expressly authorized in the Order Form, and Customer remains responsible for their acts and omissions as if they were its own.

3. License Keys and Activation

PFI will issue one or more License Keys enabling activation of the Software. Customer shall not (a) share, publish, or disclose any License Key other than to its Authorized Users on a need-to-know basis; (b) circumvent, tamper with, or attempt to defeat any License Key, activation, or entitlement enforcement mechanism; or (c) use the Software beyond the entitlements associated with the License Key. License Keys are tied to the entitlements stated on the applicable Order Form.

4. Permitted Copies (Backup, Test, and Disaster Recovery)

Customer may make a reasonable number of copies of the Software solely for backup, archival, non-production testing, training, and disaster recovery ("DR") purposes, provided that (a) such copies are not used in production concurrently with the licensed production instance; (b) all proprietary notices are reproduced; and (c) DR instances are activated only during a genuine failover event or a scheduled DR test of reasonable duration.

5. Restrictions

Customer shall not, and shall not permit any third party to:

• reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

• sell, resell, rent, lease, lend, sublicense, distribute, host for the benefit of third parties, or operate the Software as a service bureau or for any other commercial offering to third parties;

• remove, alter, or obscure any proprietary, copyright, or trade-mark notices on or within the Software or Documentation;

• perform or publish benchmarks or performance tests on the Software without PFI's prior written consent;

• use the Software in violation of any applicable law, regulation, or third-party right; or

• use the Software to design, develop, or support a product or service that is competitive with the Software.

6. Customer Responsibilities

Customer is solely responsible for the Customer Environment, including the underlying infrastructure, networks, operating systems, security configuration, encryption, backups, capacity planning, user provisioning and de-provisioning, monitoring, and compliance with applicable laws (including privacy and data-protection laws). Customer is responsible for all acts and omissions of its Authorized Users and for ensuring that they comply with this Agreement.

7. Updates, Upgrades, and Versions

During the Subscription Term, and as part of Support Services where purchased, PFI may make Updates available to Customer at no additional charge. Upgrades may be made available subject to a separate Order Form and additional fees. PFI may designate older versions of the Software as end-of-life on reasonable prior notice to Customer; following end-of-life, Support Services for the affected version may be discontinued or limited.

8. Support Services

Support Services, if any, are provided in accordance with the applicable Support Schedule or Order Form. Unless a Support Schedule or Order Form expressly provides otherwise, no Support Services are included by default with the license granted under this Agreement.

9. Fees and Taxes

Customer shall pay the fees set out in the applicable Order Form. Except as expressly stated in this Agreement or the Order Form, all fees are non-refundable. Fees are exclusive of all taxes, duties, and similar charges, except for taxes based on PFI's net income. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

10. Audit and Verification

Not more than once in any twelve (12) month period, and on at least thirty (30) days' prior written notice, PFI may verify Customer's compliance with the license metrics set out in the Order Form, during normal business hours and in a manner that does not unreasonably interfere with Customer's operations. If under-licensing is identified, Customer shall promptly true-up by paying the applicable fees for the additional entitlements, plus the reasonable costs of the audit if the under-licensing exceeds five percent (5%).

11. Intellectual Property

As between the Parties, PFI (and its licensors) retain all right, title, and interest in and to the Software, Documentation, Updates, Upgrades, and all related Intellectual Property. Customer receives only the limited rights expressly granted under this Agreement; no other rights are granted by implication, estoppel, or otherwise. If Customer provides PFI with feedback, suggestions, or ideas regarding the Software, PFI may use such feedback without restriction and without obligation to Customer.

12. Confidentiality

Each Party shall (a) protect the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in any event no less than reasonable care; and (b) use the other Party's Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement. Confidential Information does not include information that (i) is or becomes public through no fault of the receiving Party; (ii) was rightfully known to the receiving Party without a duty of confidentiality before disclosure; (iii) is independently developed without use of or reference to the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, court order, or regulatory authority, provided that the receiving Party (where legally permitted) gives the disclosing Party prompt notice and reasonable assistance to seek a protective order. The obligations in this Section survive termination for five (5) years, except that obligations with respect to trade secrets survive for as long as such information remains a trade secret under applicable law.

13. Data Protection and Privacy

The Software is installed and operated within the Customer Environment. As between the Parties, Customer is the controller of any Personal Information processed through the Software and is responsible for establishing the lawful basis for such processing. PFI does not access Customer data except (a) as reasonably required to deliver Support Services at Customer's request, or (b) by means of telemetry strictly limited to operational and diagnostic data as described in the Documentation. To the extent PFI handles Personal Information in the course of delivering Support Services, PFI will comply with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, the Personal Health Information Protection Act (PHIPA). Customer is referred to PFI's Privacy Notice, available on the PFI website, for additional information about PFI's privacy practices.

14. Limited Warranty

PFI warrants that, for a period of ninety (90) days following initial delivery of the Software (the "Warranty Period"), the Software will materially conform to the Documentation when used as authorized in this Agreement. Customer's exclusive remedy, and PFI's sole obligation, for breach of this warranty is, at PFI's option, to (a) repair the Software; (b) provide a replacement; or (c) refund the fees paid for the non-conforming Software and terminate the affected license. To obtain warranty service, Customer must notify PFI in writing of the alleged non-conformity during the Warranty Period.

15. Warranty Disclaimer

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET OUT IN SECTION 14, THE SOFTWARE AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND PFI DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

16. Intellectual Property Indemnification by PFI

PFI shall defend Customer against any third-party claim alleging that the Software, as provided by PFI and used in accordance with this Agreement, infringes a Canadian or United States patent, copyright, or trade secret (an "Infringement Claim"), and shall indemnify Customer for damages and reasonable legal costs finally awarded against Customer or agreed in a settlement approved by PFI. PFI has no obligation for any Infringement Claim arising from (a) modifications to the Software not made or authorized by PFI; (b) combination of the Software with products, data, or processes not provided by PFI where the claim would not have arisen but for such combination; (c) use of the Software after PFI has notified Customer to discontinue use; or (d) Customer's breach of this Agreement. If an Infringement Claim is made or is reasonably likely, PFI may, at its option, (i) procure for Customer the right to continue using the Software; (ii) modify or replace the Software so that it is non-infringing while remaining materially equivalent; or (iii) if (i) and (ii) are not commercially reasonable, terminate the affected license and refund the fees paid by Customer for the affected Software in the twelve (12) months preceding the claim. This Section states PFI's entire liability, and Customer's sole remedy, with respect to infringement claims.

17. Indemnification by Customer

Customer shall defend and indemnify PFI against any third-party claim arising from (a) Customer data or content processed using the Software; (b) Customer's use of the Software in violation of this Agreement or any applicable law; or (c) the operation or security of the Customer Environment, and shall pay damages and reasonable legal costs finally awarded against PFI or agreed in a settlement approved by Customer.

18. Limitation of Liability

EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CAP ON LIABILITY. Each Party's aggregate liability arising out of or related to this Agreement shall not exceed the fees paid by Customer to PFI under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.

EXCLUSIONS. The exclusions and cap above do not apply to:

Customer's payment obligations;

either Party's breach of confidentiality obligations under Section 12;

PFI's intellectual-property indemnification obligations under Section 16;

either Party's gross negligence or willful misconduct; or

Customer's indemnification obligations under Section 17.

19. Term and Termination

This Agreement commences on the Effective Date and continues for the Subscription Term set out in the Order Form, including renewals. Either Party may terminate this Agreement (or the affected Order Form) for material breach by the other Party that is not cured within thirty (30) days after written notice describing the breach. Either Party may terminate immediately on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings that are not dismissed within sixty (60) days. Upon termination or expiry, Customer shall (a) cease all use of the Software; (b) uninstall and destroy all copies of the Software (including backup, test, and DR copies); and (c) certify destruction in writing to PFI within thirty (30) days. The provisions of this Agreement that by their nature should survive termination (including Sections 5, 9–12, 14–18, 20, and 21) shall survive.

20. Compliance with Laws

Each Party shall comply with all applicable laws and regulations in performing its obligations under this Agreement, including export-control, economic-sanctions, and anti-corruption laws. Customer shall not export, re-export, or transfer the Software in violation of Canadian or United States export-control or sanctions laws.

21. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict-of-laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, for any dispute arising out of or related to this Agreement, except that either Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property or Confidential Information.

22. General Provisions

Entire Agreement. This Agreement, together with the applicable Order Form(s) and Documentation, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior or contemporaneous communications and proposals.

Order of Precedence. In the event of conflict, the order of precedence is: (1) the Order Form; (2) this Agreement; (3) the Documentation.

Amendments. Any amendment must be in writing and signed by authorized representatives of both Parties.

Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, on written notice to the other Party.

Force Majeure. Neither Party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, government action, epidemics or pandemics, and failures of the Internet or public utilities.

Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to be enforceable.

Waiver. No waiver is effective unless in writing and signed by the waiving Party. No waiver of any breach shall be a waiver of any other or subsequent breach.

Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

Notices. Notices to PFI shall be sent to its registered address noted on the cover of this Agreement, attention: Legal. Notices to Customer shall be sent to the address on the Order Form. Routine operational notices may be sent by email to the contacts identified on the Order Form.

Third-Party Components / Open Source. The Software may include third-party or open-source components, which are licensed under their own terms; a list is available from PFI on request. Those terms govern Customer's use of such components.

Language. The Parties have expressly required that this Agreement and all related documents be drafted in English. Les parties ont expressément exigé que la présente convention et tous les documents s'y rattachant soient rédigés en anglais.

Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one and the same instrument.

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