TERMS OF USE   

BY INDICATING “I AGREE” IN THE SPACE PROVIDED AT THE END OF THESE TERMS OF USE, YOU (AS AN INDIVIDUAL AND ON BEHALF OF YOUR COMPANY) AGREE WITH THESE TERMS OF USE.

IF YOU DO NOT AGREE WITH THESE TERMS OF USE, DO NOT INSTALL, COPY OR USE THIS ELECTRONIC PRODUCT (SOFTWARE, FIRMWARE, SCRIPT FILES, OR OTHER ELECTRONIC PRODUCT WHETHER ON A CD OR AVAILABLE ON THE COMPANY WEB SITE) (hereinafter referred to as “Software”).

1.	License: NovAtel Inc. (“NovAtel”) grants you a non-exclusive, non-transferable license (not a sale) to, where the Software will be used on NovAtel supplied hardware or in conjunction with other NovAtel supplied software, use the Software with the product(s) as supplied by NovAtel.  You agree not to use the Software for any purpose other than the due exercise of the rights and licences hereby agreed to be granted to you.

2.	Copyright: NovAtel owns, or has the right to sublicense, all copyright, trade secret, patent and other proprietary rights in the Software and the Software is protected by national copyright laws, international treaty provisions and all other applicable national laws. You must treat the Software like any other copyrighted material except that you may make one copy of the Software solely for backup or archival purposes (one copy may be made for each piece of NovAtel hardware on which it is installed or where used in conjunction with other NovAtel supplied software), the media of said copy shall bear labels showing all trademark and copyright notices that appear on the original copy. You may not copy the product manual or written materials accompanying the Software.  No right is conveyed by this Agreement for the use, directly, indirectly, by implication or otherwise by Licensee of the name of NovAtel, or of any trade names or nomenclature used by NovAtel, or any other words or combinations of words proprietary to NovAtel, in connection with this Agreement, without the prior written consent of NovAtel.

3.	Patent Infringement: NovAtel shall not be liable to indemnify the Licensee against any loss sustained by it as the result of any claim made or action brought by any third party for infringement of any letters patent, registered design or like instrument of privilege by reason of the use or application of the Software by the Licensee or any other information supplied or to be supplied to the Licensee pursuant to the terms of this Agreement.  NovAtel shall not be bound to take legal proceedings against any third party in respect of any infringement of letters patent, registered design or like instrument of privilege which may now or at any future time be owned by it. However, should NovAtel elect to take such legal proceedings, at NovAtel's request, Licensee shall co-operate reasonably with NovAtel in all legal actions concerning this license of the Software under this Agreement taken against any third party by NovAtel to protect its rights in the Software.  NovAtel shall bear all reasonable costs and expenses incurred by Licensee in the course of co-operating with NovAtel in such legal action.

4.	Restrictions: You may not: (1) copy (other than as provided for in paragraph 2), distribute, transfer, rent, lease, lend, sell or sublicense all or any portion of the Software; (2) modify or prepare derivative works of the Software; (3) use the Software in connection with computer-based services business or publicly display visual output of the Software; (4) transmit the Software over a network, by telephone or electronically using any means; or (5) reverse engineer, decompile or disassemble the Software. You agree to keep confidential and use your best efforts to prevent and protect the contents of the Software from unauthorized disclosure or use.

5.	Term and Termination: This Agreement and the rights and licences hereby granted shall continue in force in perpetuity unless terminated by NovAtel or Licensee in accordance herewith.  In the event that the Licensee shall at any time during the term of this Agreement: i) be in breach of its obligations hereunder where such breach is irremediable or if capable of remedy is not remedied within 30 days of notice from NovAtel requiring its remedy; or ii) be or become bankrupt or insolvent or make any composition with its creditors or have a receiver or manager appointed of the whole or any part of its undertaking or assets or (otherwise as a solvent company for the purpose of and followed by an amalgamation or reconstruction hereunder its successor shall be bound by its obligations hereunder) commence to be wound up; or iii) be acquired or otherwise come under the direct or indirect control of a person or persons other than those controlling it, then and in any event NovAtel may forthwith by notice in writing terminate this Agreement together with the rights and licences hereby granted by NovAtel. Licensee may terminate this Agreement by providing 30 days prior written notice to NovAtel.  Upon termination, for any reasons, the Licensee shall promptly, on NovAtel's request, return to NovAtel or at the election of NovAtel destroy all copies of any documents and extracts comprising or containing the Software.  The Licensee shall also erase any copies of the Software residing on Licensee’s computer equipment.  Termination shall be without prejudice to the accrued rights of either party, including payments due to NovAtel.  This provision shall survive termination of this Agreement howsoever arising.

6.	Warranty: 
a.	For 90 days from the date of shipment of new purchased product, NovAtel warrants that the media (for example, compact disk) on which the Software is contained will be free from defects in materials and workmanship. This warranty does not cover damage caused by improper use or neglect. 
b.	NovAtel does not warrant the contents of the Software or that it will be error free. The Software is furnished "AS IS" and without warranty as to the performance or results you may obtain by using the Software. The entire risk as to the results and performance of the Software is assumed by you.

7.	Indemnification: NovAtel shall be under no obligation or liability of any kind (in contract, tort or otherwise and whether directly or indirectly or by way of indemnity contribution or otherwise howsoever) to the Licensee and the Licensee will indemnify and hold NovAtel harmless against all or any loss, damage, actions, costs, claims, demands and other liabilities or any kind whatsoever (direct, consequential, special or otherwise) arising directly or indirectly out of or by reason of the use by the Licensee of the Software whether the same shall arise in consequence of any such infringement, deficiency, inaccuracy, error or other defect therein and whether or not involving negligence on the part of any person.

8.	For Software UPDATES and UPGRADES, and regular customer support, contact the NovAtel GPS Hotline at 1-800-NOVATEL (U.S. or Canada only), or 403-295-4900, Fax 403-295-4901, e-mail to support@novatel.ca, website: http://www.novatel.ca or write to:
	NovAtel Inc.
	Customer Service Dept.
	1120 - 68 Avenue NE,
	Calgary, Alberta, Canada T2E 8S5

9.	Disclaimer of Warranty and Limitation of Liability:
a.	THE WARRANTIES IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NovAtel DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES. IN NO EVENT WILL NovAtel’s LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF NovAtel HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE.
b.	NovAtel will not be liable for any loss or damage caused by delay in furnishing the Software or any other performance under this Agreement.
c.	NovAtel's entire liability and your exclusive remedies for our liability of any kind (including liability for negligence) for the Software covered by this Agreement and all other performance or non-performance by NovAtel under or related to this Agreement are to the remedies specified by this Agreement.

10.	This Agreement is governed by the laws of the Province of Alberta, Canada. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Alberta.