Please read this Sale Agreement before using the SMATS Traffic Solutions Inc. (“SMATS”) product (the “Product”). By finalizing Your purchase order, You, the purchaser of the Product, and, if applicable, any end user (“End User”) on whose behalf You are making this purchase for (You and the End User are hereafter collectively referred to as “Customer”; Customer and SMATS are hereafter together referred to as “Parties”) agree to be bound by and accept the terms and conditions provided below. If You and/or the End User, as the case may be, disagree with these terms and conditions, do not finalize Your order, or if the order has been placed, return the Product immediately upon receipt without using it.

Payment; Purchase Price and Associated Charges. Payment must be made at the time of order unless otherwise agreed to by the Parties. Customer will pay the total purchase price plus shipping and handling, if any, as specified on the emailed invoice. Customer is also responsible for all taxes related to this purchase and to the import of the Product, if applicable, to include but not limited to all sales taxes, value-added taxes, import taxes/customs/duties and any other similar taxes imposed by any governmental entity.

Title; Risk of Loss. Title to the Product passes to Customer when the Product is paid for in full. However, SMATS bears all responsibility for loss of or damage to the Product during initial shipment after purchase and until Product is received by Customer, unless Customer selects its own mode of shipping. In repair cases, risk of loss is borne by Customer for return of the Product, but by SMATS following repair and upon return to Customer.

Limited Warranties. SMATS warrants the Product against defects in materials and workmanship under normal use (the “Warranty”) for a period of 12 months (#) from the Delivery Date (the “Warranty Period”), on the condition that the Product has been completely paid for. Unless as otherwise mandated by local law, the Warranty Period does not restart if Customer receives a replacement appliance and/or replacement Software. This Warranty does not apply: (a) to consumable parts, such as batteries, and cables unless damage has occurred due to a defect in materials or workmanship; (b) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; (c) to damage caused by accident, abuse, misuse, neglect or failure to properly maintain (to include but not limited to water damage and/or condensation or improper temperatures during storage), or improper installation; (d) to damage caused by electrical disturbances or acts of God, to include but not limited to civil disturbance, war, flood, fire, rodents or insects; (e) where manufacturer’s serial numbers and security labels have been removed from the Product; and (f) to damage caused during shipment (due to Customer’s improper packaging) from Customer to SMATS in the case of Product returns for repair.

SMATS disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, or against hidden or latent defects. SMATS’s responsibility for warranty claims is limited to repair or replacement. SMATS reserves the right to modify this Warranty at any time, at its sole discretion, and with notice to Customer.

SMATS does not warrant that the operation of the Product will be uninterrupted or error-free. SMATS is not responsible for damage arising from failure to follow instructions relating to the Product’s use. This Warranty is voided immediately if repair, modification (to include upgrades, expansions or usage or addition of non-manufacturer parts or accessories), alteration or other service is attempted other than by SMATS. In this regard, the integrity of the appliance casing (aka the box) should not be violated for any reason, unless expressly authorized by SMATS in writing.

Technical Support. SMATS will provide technical support to Customer in accordance with the then-current support policy in effect and in accordance with the Warranty provided herein, unless full payment for the purchase of the Product is not received. SMATS will respond to Customer support problems by phone or by email inquiry. If a support problem cannot be rectified via phone or email, Customer will be provided with return instructions.

Customer agrees and understands that it may be necessary for SMATS to collect, process, and use Customer data to perform the support and repair obligations identified herein. This may include the necessity to transfer data to affiliate third parties that are contracted with SMATS to assist in meeting these obligations. In doing so, SMATS will (i) protect and keep confidential such information, (ii) not use such information for reasons other those discussed above, and (iii) not sell, distribute or pass on such information to any third party.

Repair. Customer should carefully inspect the Product upon its delivery. Customer should maintain all original packaging upon receiving the Product until the Product has been installed and is found to be in proper working order.

If the Product arrives to Customer (the date of arrival is referred to herein as the “Delivery Date”) damaged or defective at initial delivery, Customer must notify SMATS Technical Support within 30 days from the Delivery Date of the condition of the Product and obtain return instructions if needed. Product must then be returned immediately to SMATS for repair or replacement at SMATS’s discretion. SMATS will then arrange for delivery of temporary or permanent replacement Product. Customer is responsible for properly packing the return shipment of the Product. SMATS will arrange for shipping and insurance.

If Customer fails to notify SMATS within 30 days of the Delivery Date, (i) the Refund Policy below will not apply, (ii) Customer will bear the cost of returning the Product for repair, and (iii) damaged Product will not be accepted.

If during the Warranty Period (as described herein) but following the initial 30 day period the Product is not working properly, Customer must contact SMATS Technical Support to confirm the problem and obtain return instructions if needed. Customer will pay shipping and insurance costs when returning the Product for repair.

If the Product is returned for repair or replacement at any time following purchase by Customer and SMATS discovers that the Warranty is inapplicable due to the reasons provided above (see the “Limited Warranties” section hereof), the Product will not be repaired and will be returned to Customer at Customer’s expense, unless Customer authorizes and pays for repair. Whether Customer authorizes repair or not, SMATS reserves the right to charge a “No Fault Found” fee where the Product is found not to be defective due to any fault of SMATS.

Any SMATS reseller or distributor involved in the purchase of the Product is not authorized to make any modification, extension, or addition to the Limited Warranties provided by SMATS herein, although any such reseller or distributor may provide its own warranty in addition to the warranty coverage provided by SMATS.

Refund Policy and Product Return. On a case-by-case basis, SMATS reserves the right to authorize a full refund of any Product purchase made where a refund is requested within 30 days of the Delivery Date. In such cases where a refund is approved, End User will return the Product to SMATS if the End User made such order itself. If the Product was ordered by a distributor or reseller, such distributor or reseller will coordinate with SMATS for the return of the Product. In either case, Customer is responsible for shipping and insurance charges and any damage to the Product which takes place en route to SMATS. SMATS reserves the right to charge a nominal re-stock fee for any such returns.

Limitation of Liability. SMATS is not liable under any other agreement between End User and a SMATS reseller or distributor for the provision of support (to include but not limited to an extended warranty or any support, service or repair agreement).

If found to have breached this Sale Agreement, SMATS is not liable for any amount above the aggregate dollar amount paid by Customer for the purchase of the Product under this Sale Agreement. Except as provided in the Warranty and to the extent permitted by law, SMATS is not responsible for indirect, special, incidental or consequential damages resulting from any breach of this Sale Agreement, including but not limited to loss of use; loss of revenue; loss of actual or anticipated profits (including loss of profits on contracts); loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data or software programs; or any indirect or consequential loss or damage howsoever caused including the replacement of equipment and property, any costs of recovering, programming, or reproducing any program or data stored or used with the Product and any failure to maintain the confidentiality of data stored on the product. The foregoing limitation shall not apply to death or personal injury claims, or any statutory liability for intentional and gross negligent acts and/or omissions.

Not For Resale. The Product may not be purchased for resale purposes by Customer unless Customer is a legal and authorized reseller of SMATS products.

High Risk Uses. Customer will not purchase the Product for usage in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, vehicle operations, power plant operations or power generation applications, transport management systems, military operations, rescue operations, hospital and medical operations or the like) whereby such usage could cause or contribute to damage to property or injury to persons.

Software License. The Product is and contains, the intellectual property of SMATS, and is protected by Canadian, U.S. and international copyright, patent, trade secret laws and international treaties. This Agreement is not intended to grant, and shall in no way be construed to grant, to Customer any rights in the intellectual property of SMATS, including the intellectual property in the Products. The Customer shall obtain a non-exclusive license to use the software contained in the Product (the “Software”) only in accordance with the terms of the Software License Agreement, attached hereto as Exhibit A, and the Customer shall agree with its terms prior to installing the Software. Customer acknowledges that the Software is the intellectual property of SMATS and respects SMATS’s rights as the intellectual property rights holder. Customer may not and customer agrees not to, or to enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of the rights of SMATS. By virtue of this Sale Agreement, Customer acquires only the right to use the Software as contained in the Product and does not acquire any rights of ownership. All rights, title and interest in the Software shall at times remain the property of SMATS.

Product Disposal/Recycling. SMATS is unable to dispose of or recycle the Product following use. End User may dispose of recycle the Product or arrange for the same through the SMATS distributor or reseller which made the Product sale. Any disposal or recycling of the Product must be done in accordance with local government directives.

Export. Customer must comply with all export laws and restrictions and regulations of Canada. Furthermore, Customer will not export, or allow the export or re-export of the Product in violation of any such restrictions, laws or regulations. Additionally, Customer agrees to comply with the above and represents and warrants that it is not located in, under the control of, or a resident of any restricted country.

Entire Agreement. This Sale Agreement constitutes the entire understanding of the Parties as to the subject matter hereof and supersedes all prior offers, agreements, arrangements, negotiations and understanding, written or oral between the parties relating to that subject matter.

Severability; Assignment. If any provision of this Sale Agreement is held to be unenforceable for any reason, the legality or enforceability of the remaining terms shall not be affected or impaired. The failure of SMATS to act with respect to a breach of this Sale Agreement by Customer or others does not constitute a waiver and shall not limit SMATS’s rights with respect to such breach or any subsequent breaches. SMATS expressly reserves the right to assign this Sale Agreement and to delegate any of its obligations hereunder. Customer may not assign, delegate or otherwise transfer (whether by operation of law or otherwise) this Sale Agreement or any of Customer rights or obligations hereunder without the prior written consent of SMATS. SMATS may assign the provision of repair services to third parties.

Governing Law; Dispute Resolution. All disputes arising out of or in connection with this Sale Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.  The place of arbitration shall be Ottawa, Ontario, Canada.  The language of the arbitration shall be English. For the purposes of this arbitration, this Sale Agreement shall be governed by and construed under Ontario law as such law applies to agreements between Ontario residents entered into and to be performed within Ontario, Canada. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. Any non-English language translation of this Sale Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Sale Agreement shall govern.