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**IMPACT READINESS LEVEL™ END USER LICENSE AGREEMENT**

**IMPORTANT - READ CAREFULLY:** This End User License Agreement ("EULA") is a binding legal agreement between you (either an individual or a single entity) and Impact Readiness Ltd. (the “Company”) for the Impact Readiness Level™ software application and associated materials (as defined below, the “Software”) and the Documentation (as defined below). If you are using the Software and Documentation on behalf on an entity, (i) this EULA is a legal agreement between that entity and the Company, (ii) unless the Company agrees otherwise in writing no other individual may use the Software or Documentation on behalf of the entity, and (iii) this EULA is also a binding legal agreement between you and the Company in relation to your own use of the Software and Documentation. You must read the terms and conditions of this EULA before using the Software or Documentation. If you do not agree with the terms and conditions of this EULA, you must immediately stop using the Software and Documentation.

**1. GRANT OF LICENSE**
Subject to the terms of this EULA, you are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Software and one (1) copy, for your own backup purposes, of the reports produced by the Software for its user, for evaluation and assessment purposes only, and only for the period of your evaluation and assessment, which unless the Company agrees otherwise in writing shall not exceed three (3) months from the date you are first given access to the Software.

For clarity, unless the Company agrees otherwise in writing this license does not permit any commercial use of the Software or any other use of the Documentation, and this EULA grants you no other rights to the Software or the Documentation.

**2. RESTRICTIONS**
- You may NOT resell, rent, lease, loan, sublicense, duplicate, transfer, assign, distribute, translate, or share the Software or Documentation, or make them available to any other person in any way including by filesharing, timesharing or service bureau use, provided that you may make one unamended (1) copy, for your own backup purposes, of the reports and other output produced by the Software for its user. 
- You may NOT reverse engineer, decompile, reprogram, extract or disassemble the Software or the Documentation.
- You may NOT modify, adapt, or create derivative works from the Software or the Documentation.

- You may NOT duplicate, reuse, or paraphrase any survey instruments, questions, or assessment methodologies comprised in the Software or the Documentation.
- You may NOT remove, alter or destroy any proprietary, trademark or copyright markings or confidentiality legends placed upon or contained within the Software or the Documentation.
- You may NOT use the Software or the Documentation in a manner that is inconsistent with the intellectual property rights that the Company has in them.

**3. CONFIDENTIALITY**
The Software and all documentation, reports, information, assessment and other data, methodologies, and any other outputs provided with, contained in or produced by the Software (the “Documentation”) are the property and confidential information of the Company and may not be copied, modified, published (in whole or in extract), shared, disclosed or distributed unless the Company agrees otherwise in writing. You agree to maintain strict confidentiality and not disclose the Software or any Documentation to third parties, or use them in any way not expressly permitted in this EULA.

**4. INTELLECTUAL PROPERTY**
Impact Readiness Level™ is a trademark of Impact Readiness Ltd. All rights, title, and interest in the Impact Readiness Level™ software, including all survey instruments, questions, assessment methodologies, and evaluation frameworks embodied or contained in it (together, the “Software”) and in the Documentation, and all intellectual property rights therein, are the property of and remain with Impact Readiness Ltd., and the only rights granted in them to you are those expressly granted in this EULA. The Software and Documentation are copyrighted material and may not be duplicated, reused, or paraphrased without express written permission.  The Company asserts all moral rights in the Software and the Documentation.

**5. NO WARRANTY**
THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY TO YOU FOR THE SOFTWARE OR THE DOCUMENTATION. UNLESS OTHERWISE STATED ABOVE, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU ‘AS IS’ WITHOUT WARRANTY OF ANY KIND BY THE COMPANY, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND THE DOCUMENTATION REMAINS WITH YOU.

IN PARTICULAR, THE COMPANY RESERVES THE RIGHT, AT ANY TIME AND IN ITS SOLE DISCRETION, TO CHANGE, MODIFY OR ALTER THE SOFTWARE AND THE DOCUMENTATION. LICENSEE ACKNOWLEDGES AND AGREES THAT SUCH CHANGES, MODIFICATIONS OR ALTERATIONS TO THE SOFTWARE AND THE DOCUMENTATION COULD RESULT IN THE INABILITY OF THE SOFTWARE TO PERFORM SOME OR ALL OF THE FUNCTIONS FOR WHICH IT WAS DESIGNED, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL BE UNDER NO OBLIGATION TO UPGRADE OR MODIFY THE SOFTWARE TO SO PERFORM, NOR TO COMPENSATE YOU IN ANY WAY.

**6. LIMITATION OF LIABILITY**
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF RELATED TO THE SOFTWARE OR THE DOCUMENTATION, INCLUDING LOST PROFITS, LOST SAVINGS, DIRECT, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, BUSINESS INTERUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER ECONOMIC OR CONSEQUENTIAL DAMAGES, AGGRAVATED, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF, OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IN THE CASE OF NEGLIGENCE.

**7. TERMINATION**
This license is effective until terminated. The Company may at any time terminate this license on notice to you.  Your rights under this license will terminate automatically without notice if you fail to comply with any term of this EULA. Upon expiry or termination of this license, you must immediately destroy any copies of the Documentation in your possession or under your control. Your obligations under this license shall survive any expiry or termination of this license in perpetuity.

**8. GENERAL**
This EULA shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded, and the laws of Canada applicable therein, and shall be treated in all respects as an Ontario contract. The parties to this EULA hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom, provided that the Company may apply to any Court for injunction or other equitable relief to assert its intellectual property and confidentiality rights in this EULA.  You agree that in addition to any and all remedies available at law, the Company will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of the Company’s rights of confidentiality in this EULA or its intellectual property rights in the Software or Documentation.

You shall indemnify, defend and hold harmless the Company and its officers, directors, shareholders, employees, agents and advisors from and against any claims, losses, judgments, damages, costs and expenses (including, without limitation, reasonable legal fees), incurred by any of the foregoing due to or resulting from the misuse by you of the Software or Documentation, or your violation of this EULA.

The Company reserves the right to modify this EULA at any time on notice to you.

This EULA constitutes the entire agreement between you and the Company concerning the Software and the Documentation, and shall not be modified except as provided above, and sets forth the entire complete and exclusive agreement and understanding between you and the Company relating to the subject matter hereof.

You may not assign this EULA or your rights under it without the prior written consent of the Company. 



By clicking "I Accept" below, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms and conditions.