This End User License Agreement (“Agreement”) is entered into between Smart City Water Inc. (the “LICENSOR”) and the user (“USER”) and, where applicable, the organization (the “LICENSEE”) for the use of the VO OTTHYMO software program and/or the VO SWMM software program (the “Software”).

1. Grant of License:
   The LICENSOR grants the USER a non-exclusive, non-transferable license to use the Software in accordance with the applicable terms and conditions outlined in this Agreement, the Service License Agreement, and the Terms and Conditions Agreement.
2. Restrictions:
   The USER shall not decompile, reverse-engineer, disassemble, or otherwise attempt to gain access to the source code of the Software. Any attempt to do so will constitute a material breach of this Agreement and shall result in the immediate termination of the USER’s access to the Software without refund to the LICENSEE. The USER and LICENSEE shall also be liable for all damages incurred as a result of such actions, including but not limited to damages for lost profits, copyright infringement, and trade secret misappropriation. The LICENSOR may also pursue any other remedies available at law or in equity. These outlined restrictions will remain in effect beyond the term of the Agreement.
3. Ownership:
   The LICENSOR retains all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant the USER any rights to patents, copyrights, trademarks, or trade secrets related to the Software.
4. Support and Updates:
   The LICENSOR shall provide reasonable support and maintenance services for the Software during the term of this Agreement. Intermittent software updates and bug fixes will be released at the discretion of the LICENSOR.
5. Limitation of Liability:
   The LICENSOR shall not be liable for any indirect, incidental, special, or consequential damages arising out of the use of the Software.
6. Disclaimer of Warranty:
   The USER expressly acknowledges and agrees that use of the Software is at the USER’s sole risk. Although the Software has been thoroughly tested and the LICENSOR has endeavored to make this program error-free, the Software is not and cannot be warranted as infallible and there remains the possibility of program errors. Further, the Software is complex, requiring professional engineering expertise and professional engineering judgment to input information into the Software and to interpret the information generated thereby. Therefore, the LICENSOR makes no warranty, either implicit or explicit, as to the correct performance or accuracy of the Software.
7. Termination:
   This Agreement shall remain in effect until terminated by either party. The LICENSOR reserves the right to terminate this Agreement immediately if the USER breaches any of the terms outlined herein.
8. Third-Party Software:
   The Software may include software under license from third parties (“Third-Party Software” and “Third-Party License”). Any Third-Party Software licensed to the USER is subject to the terms and conditions of the corresponding Third-Party License. Please contact VO support if you cannot find a Third-Party License.
9. Indemnification
   1. Mutual Indemnification:
      The LICENSEE (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the LICENSOR (the “Indemnified Party”), its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Indemnifying Party’s breach of this Agreement or negligence or willful misconduct in connection with the performance of its obligations under this Agreement.
   2. Notice and Cooperation:
      The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any claim or potential claim of which it becomes aware. The Indemnifying Party will have the right to assume the defense of any such claim with counsel of its choosing. The Indemnified Party agrees to cooperate with the Indemnifying Party in the defense of any such claim at the Indemnifying Party’s expense.
   3. Limitation:
      The indemnification obligations under this clause shall not apply to damages resulting from the Indemnified Party’s own negligence or willful misconduct.
10. Dispute Resolution
    1. Arbitration:
       Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be settled by binding arbitration in accordance with the Arbitration Act, 1991 of Ontario. The arbitration shall be conducted in Toronto, Ontario, by a single arbitrator appointed by the parties or, failing their agreement, by the ADR Institute of Canada. The decision of the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
    2. Recovery of Legal Fees and Equitable Relief:
       The prevailing party in any arbitration or legal action shall be entitled to recover its reasonable legal fees and costs from the other party. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain any actual or threatened breach of this Agreement.
11. Data Privacy and Security:
    The LICENSOR shall take reasonable measures to ensure the security and privacy of the USER’s data. However, the USER acknowledges that the LICENSOR cannot guarantee complete security of data transmitted over the internet or stored on the Software.
12. Automated Online Audits:
    The LICENSOR reserves the right to conduct automated online audits to ensure the LICENSEE’s compliance with the terms of this Agreement. Such audits will be performed through the collection and analysis of usage data, including but not limited to user access patterns, frequency of use, and the number of active users.
    The LICENSEE consents to the collection and monitoring of this data, which will be conducted in compliance with applicable data protection and privacy laws. The automated audit process will be continuous [or periodic] and will generate reports on compliance status.
    If the automated audit identifies any non-compliance, the LICENSEE will be notified and required to take corrective actions, which may include the purchase of additional licenses or other remedies as specified in this Agreement.
13. Compliance with Laws:
    The USER agrees to comply with all applicable local, provincial, national, and international laws and regulations in connection with the use of the Software.
14. Entire Agreement:
    This Agreement, along with the Service License Agreement and the Terms and Conditions Agreement, constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.
15. Acceptance:
    The USER agrees to be bound by the terms and conditions by accepting the Agreement.

This Service License Agreement (“Agreement”) is entered into between Smart City Water Inc. (“LICENSOR”) and the license-holding organization/entity (“LICENSEE”) for the use of the VO OTTHYMO software program (the “Software”).

1. Grant of License:
   The LICENSOR grants the LICENSEE a non-exclusive, non-transferable license to use the Software in accordance with the terms and conditions outlined in this Agreement and the Terms and Conditions Agreement.
2. Scope of Use:
   The LICENSEE is authorized to use the Software solely for internal business purposes. The LICENSEE shall not sublicense, sell, or distribute the Software or any part of it without prior written consent from the LICENSOR.
3. Restrictions:
   The LICENSEE shall not modify, reverse-engineer, decompile, or disassemble the Software in any way. Any attempt to do so will result in the immediate termination of this Agreement, including the removal of access to the Software without refund. The LICENSEE shall also be liable for all damages incurred as a result of such actions, including but not limited to damages for lost profits, copyright infringement, and trade secret misappropriation. The LICENSOR may also pursue any other remedies available at law or in equity. These outlined restrictions will remain in effect beyond the term of the Agreement.
4. Ownership:
   The LICENSOR retains all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant the LICENSEE any rights to patents, copyrights, trademarks, or trade secrets related to the Software.
5. Support and Maintenance:
   The LICENSOR shall provide reasonable support and maintenance services for the Software during the term of this Agreement. The LICENSOR shall develop and intermittently release software updates and bug fixes during and/or adjacent to the Agreement period.
6. Fees:
   The LICENSEE shall pay the applicable fees for the use of the Software as specified in the pricing plan shared by the LICENSOR. Failure to pay the fees may result in the suspension or termination of the LICENSEE’s access to the Software. The LICENSOR reserves the right from time to time to revise the Software prices and terms (including renewal fees). The LICENSEE must pay the purchase fee and annual renewal fees in full prior to license access and/or receiving the license period extension. Late renewals will be subject to additional late fees or the removal of discounts previously provided.
7. Annual Subscription Renewal:
   Before the annual license period expiry date, the LICENSEE agrees to pay an annual renewal fee for continued use of the license subscription (including Software maintenance and support) in the amount of the LICENSOR’s price. This license subscription renewal charge is to be paid annually and is subject to change at the LICENSOR’s discretion. The LICENSEE must inform the LICENSOR directly if they wish to cancel their subscription 30 Days before the license renewal date. If the LICENSEE fails to renew prior to the license period expiration date and later elects to renew the subscription, the LICENSOR reserves the right to charge the LICENSEE its fees for the period(s) of the lapsed time. If renewals are not paid by the license period expiry date, SCW reserves the right to restrict access to the VO software. After 2 weeks of non-payment past the license period date, SCW reserves the right to increase the subscription renewal from a 50% discount to a 40% discount. After one month of non-payment, SCW reserves the right to cancel the subscription. License subscriptions are automatically renewed annually.
8. Software Performance:
   The LICENSOR shall use commercially reasonable efforts to ensure that the Software is available for use by the LICENSEE, excluding scheduled downtime for maintenance or upgrades. Scheduled downtime shall be communicated to the LICENSEE in advance whenever possible. The LICENSEE acknowledges that the Software may be unavailable from time to time due to circumstances beyond the LICENSOR’s control, such as force majeure events or third-party service disruptions.
9. License Sharing, Geographic Use, and Fair Use:

   The use of the Software is subject to the LICENSOR’s licensing, geographic use, and fair use policies as set out in this Agreement and the Terms and Conditions Agreement.

   Unless otherwise agreed in writing by the LICENSOR, Software licenses are issued for use by the LICENSEE within the country associated with the original purchase. The use of the Software across multiple countries or regions will require an additional license purchase or additional licensing arrangements with written approval from the LICENSOR.

   Where permitted by the applicable license type, Flexible User Licenses may be shared among authorized employees and contractors of the LICENSEE, provided that the number of concurrent users does not exceed the number of purchased license seats. Single User Licenses are assigned to one designated user and may not be shared.

   Flexible User Licenses are intended to support reasonable organizational sharing and are not intended to facilitate unlimited access across a disproportionate number of users, devices, offices, or jurisdictions. The LICENSOR reserves the right to monitor and review usage patterns, including but not limited to registered user accounts, active users, concurrent usage, device registrations, and geographic access activity, for the purpose of administering and protecting the integrity of the Software licensing model.

   Where the LICENSOR reasonably determines that the LICENSEE’s usage materially exceeds the intended scope of the purchased license, the LICENSOR may require the LICENSEE to transition to a more appropriate licensing arrangement or otherwise enter into a mutually agreed licensing structure that reflects the LICENSEE’s actual organizational use..
10. Data Privacy and Security:
    The LICENSOR shall take reasonable measures to ensure the security and privacy of the LICENSEE’s data. However, the LICENSEE acknowledges that the LICENSOR cannot guarantee complete security of data transmitted over the internet or stored on the Software.
11. Compliance with Laws:
    The LICENSEE agrees to comply with all applicable local, provincial, national, and international laws and regulations in connection with the use of the Software.
12. Term and Termination:
    This Agreement shall remain in effect until terminated by either party. The LICENSOR reserves the right to terminate this Agreement immediately if the LICENSEE breaches any of the terms outlined herein.
13. Limitation of Liability:
    The LICENSOR shall not be liable for any indirect, incidental, special, or consequential damages arising out of the use of the Software.
14. Indemnification
    1. Mutual Indemnification: The LICENSEE (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the LICENSOR (the “Indemnified Party”), its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Indemnifying Party’s breach of this Agreement or negligence or willful misconduct in connection with the performance of its obligations under this Agreement.
    2. Notice and Cooperation: The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any claim or potential claim of which it becomes aware. The Indemnifying Party will have the right to assume the defense of any such claim with counsel of its choosing. The Indemnified Party agrees to cooperate with the Indemnifying Party in the defense of any such claim at the Indemnifying Party’s expense.
    3. Limitation: The indemnification obligations under this clause shall not apply to damages resulting from the Indemnified Party’s own negligence or willful misconduct.
15. Dispute Resolution
    1. Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be settled by binding arbitration in accordance with the Arbitration Act, 1991 of Ontario. The arbitration shall be conducted in Toronto, Ontario, by a single arbitrator appointed by the parties or, failing their agreement, by the ADR Institute of Canada. The decision of the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
    2. Recovery of Legal Fees and Equitable Relief: The prevailing party in any arbitration or legal action shall be entitled to recover its reasonable legal fees and costs from the other party. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain any actual or threatened breach of this Agreement.
16. Entire Agreement:
    This Agreement, along with the EULA and the Terms and Conditions Agreement, constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.
17. Acceptance:
    By accepting this Agreement, the LICENSEE agrees to be bound by its terms and conditions.

VO Terms and Conditions

1. Acceptance of Terms:
   The following TERMS and CONDITIONS Agreement (“Agreement”) constitutes a legal agreement between Smart City Water Inc. (the ‘LICENSOR’), a company registered in Ontario, Canada, and the organization (the ‘LICENSEE’) for the use of their software programs (the ‘Software’). By accessing or using the Software, the LICENSEE agrees to be bound by these terms and conditions. By accepting these General Terms during your account registration or subscription process, or by accessing or using our Offerings, you confirm your acceptance of these General Terms and other applicable Terms and your agreement to be a party to this binding contract. If you do not agree to these Terms, you must not access or use our Offerings.
2. Your Account:
   The LICENSEE is responsible for anyone who obtains access to or uses the Software through the LICENSEE or the LICENSEE’s account (including the LICENSEE’s Authorized Users) and their compliance with these Terms as though each of them is the LICENSEE. The LICENSEE also agrees to secure and not share user IDs or passwords (except with authorized account administrators). If the LICENSEE suspects unauthorized use of their account, please contact solutions@smartcitywater.ca.
   
   The LICENSEE is responsible for ensuring that access to the Software by its Authorized Users remains consistent with the purchased license type, the number of licensed seats, and any applicable geographic or fair use requirements.
3. You Own Your Work:
   The LICENSEE will retain ownership rights to files, designs, models, data sets, documents, or similar material created by the LICENSEE (or the LICENSEE’s Authorized Users) and submitted or uploaded to the Software by the LICENSEE (or the LICENSEE’s Authorized Users).
4. Privacy:
   The LICENSOR is committed to protecting the LICENSEE’s privacy and letting the LICENSEE know what the LICENSOR will do with the LICENSEE’s personal data. The LICENSOR’s Privacy Policy sets forth how the LICENSEE’s personal data or data related to the LICENSEE will be collected, used, stored, and processed.
5. Offering Term:
   Each Software license subscription is for a fixed limited time period (the “Subscription Term”). The length of the Subscription Term will be defined in a quote provided and in any applicable correspondence. Certain Software subscriptions may renew automatically. If the LICENSEE would like to cancel any automatic renewal, please contact solutions@smartcitywater.ca.
6. License Grant/Subscriptions:
   The LICENSOR grants the LICENSEE a non-exclusive, non-transferable, revocable license to use the Software in accordance with the terms and conditions outlined in this Agreement, the Service License Agreement, and the EULA. Except as expressly permitted by the LICENSOR in writing, the license may not be assigned, transferred, sublicensed, or otherwise made available to any third party. The Software and related documentation are licensed, not sold, to the LICENSEE. The LICENSOR retains all rights, title, and interest in and to the Software and related documentation, including all associated intellectual property rights.
7. Scope of Use: 
   The LICENSEE is authorized to use the Software solely for internal business purposes. The LICENSEE shall not sublicense, sell, or distribute the Software or any part of it without prior written consent from the LICENSOR. Depending on the license type purchased, the LICENSEE may install and maintain the Software on either a single computer for use by one person at a time or a network server for use on an internal network, provided that the number of users concurrently using or sharing the Software does not exceed the number of valid user licenses of the Software the LICENSEE has purchased from the LICENSOR. The LICENSEE may install and use the Software on licensed local machines and licensed virtual machines (VMs) dedicated to individual users in accordance with the purchased license type. This excludes the use of VMs with Single-User Licenses (SULs). The LICENSEE may not assign or otherwise transfer any rights under this License to any third party.
8. Restrictions: 
   The Software contains copyrighted material, trade secrets, and other proprietary material. Accordingly, the LICENSEE must not translate, decompile, reverse engineer, disassemble, modify, enhance, update, or create derivative works based upon or incorporating the Software in whole or in part unless authorized in writing by the LICENSOR. OTHER THAN AS EXPRESSLY PERMITTED HEREIN, THE LICENSEE MUST NOT USE OR COPY THE SOFTWARE OR RELATED DOCUMENTATION. THE LICENSEE MUST NOT NETWORK, RENT, LEASE, LOAN, OR DISTRIBUTE, THE SOFTWARE, IN WHOLE OR IN PART. THE LICENSEE MUST NOT ATTEMPT TO GAIN ACCESS TO THE SOURCE CODE OF THE SOFTWARE. The LICENSEE shall not install, deploy, or operate the Software on any Remote Desktop Services (RDS), Terminal Services, Citrix servers, or other shared server environments designed to allow multiple users to remotely access a single installation of the Software. Any attempt to do the foregoing constitutes a material breach of this Agreement and will result in immediate termination of the LICENSEE’s rights under this Agreement without refund. The LICENSEE shall also be liable for all damages incurred as a result of such actions. The LICENSOR may also pursue any other remedies available at law or in equity. These outlined restrictions will remain in effect beyond the term of the Agreement.
9. License Sharing, Geographic Use, and Fair Use:
   The Software is licensed for use by the LICENSEE and its authorized employees and contractors in accordance with the purchased license type. Unless otherwise agreed in writing by the LICENSOR, Software licenses are issued for use within the country associated with the original purchase. The use of the Software across multiple countries or regions will require an additional license purchase or additional licensing arrangements with written approval from the LICENSOR.
   Where permitted by the applicable license type (for example, a Flexible User License), the Software may be shared among authorized personnel of the LICENSEE, provided that the number of concurrent users does not exceed the number of purchased license seats. Single User Licenses are assigned to one designated user and may not be shared.
   Flexible User Licenses are intended to support reasonable organizational sharing and are not intended to facilitate unlimited access across a disproportionate number of users, devices, offices, or jurisdictions. The LICENSOR reserves the right to monitor and review usage patterns, including but not limited to registered user accounts, active users, concurrent usage, device registrations, and geographic access activity, for the purpose of administering and protecting the integrity of the Software licensing model.
   Where the LICENSOR reasonably determines that the LICENSEE’s usage materially exceeds the intended scope of the purchased license, the LICENSOR may require the LICENSEE to transition to a more appropriate licensing arrangement or otherwise enter into a mutually agreed licensing structure that reflects the LICENSEE’s actual organizational use.
   The LICENSEE may not assign, transfer, sublicense, or otherwise make available its license rights to any third party except with the prior written consent of the LICENSOR..
10. Ownership:
    The LICENSOR retains all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant the LICENSEE any rights to patents, copyrights, trademarks, or trade secrets related to the Software.
11. Support and Maintenance:
    The LICENSOR shall provide reasonable support and maintenance services for the Software during the term of this Agreement. Intermittent software updates and bug fixes will be released at the discretion of the LICENSOR.
12. Fees:
    The LICENSEE shall pay the applicable fees for the use of the Software as specified in the quote provided by the LICENSOR. Failure to pay the fees may result in the suspension or termination of the LICENSEE’s access to the Software. The LICENSOR reserves the right to revise the Software prices and terms (including renewal fees). The LICENSEE must pay the purchase fee and annual renewal fees in full prior to license access and/or receiving the license period extension. Late renewals will be subject to additional late fees or the removal of discounts previously provided.
13. Annual Subscription Renewal:
    Upon the expiration of the initial one-year license period, the LICENSEE agrees to be charged for continued use of the license subscription (including Software maintenance and support) in the amount of the LICENSOR’s price as communicated to the LICENSEE by the LICENSOR. This license subscription renewal charge is to be paid annually and is subject to change as per the LICENSOR’s discretion. The LICENSEE shall notify the LICENSOR in writing if it decides to decline subscription renewal. If the LICENSEE fails to renew prior to the license period expiration date and later elects to renew the subscription, the LICENSOR reserves the right to charge the LICENSEE its fees for the period(s) of the lapsed time. If renewals are not paid by the license period expiry date, SCW reserves the right to restrict access to the VO software. After 2 weeks of non-payment past the license period date, SCW reserves the right to increase the subscription renewal from a 50% discount to a 40% discount. After one month of non-payment, SCW reserves the right to cancel the subscription. License subscriptions are automatically renewed annually.
14. Software Performance:
    The LICENSOR shall use commercially reasonable efforts to ensure that the Software is available for use by the LICENSEE, excluding scheduled downtime for maintenance or upgrades. Scheduled downtime shall be communicated to the LICENSEE in advance whenever possible. The LICENSEE acknowledges that the Software may be unavailable from time to time due to circumstances beyond the LICENSOR’s control.
15. Access to Software and Cloud Services:
    Subject to compliance with these Terms, the LICENSOR will, during the Offering Term, make Offerings available to the LICENSEE through the LICENSEE’s account or other electronic means. The LICENSOR will not be liable for any losses or other liability incurred by the LICENSEE or others due to sending the LICENSEE’s account information to an incorrect address. The LICENSEE may be required to log into their account or provide the LICENSOR additional information to activate access or use an Offering. Some Offerings may cause the LICENSEE’s computers or other devices to automatically connect to the internet (intermittently or on a regular basis)—for example, to validate the proper use of the LICENSEE’s subscription, provide the LICENSEE with access to services (including third-party services), or download and install Updates or Upgrades, all without further notice to the LICENSEE. The LICENSEE and the LICENSEE’s Authorized Users agree to such connection and to validation of the LICENSEE’s subscription and to the automatic downloading and installation of Updates and Upgrades. The LICENSEE may not be able to adjust their Update or Upgrade settings for certain Offerings, including those for which automatic Updates or Upgrades are required for operation or security of the Offering. During the Offering Term, the LICENSOR may make available or deliver Updates or Upgrades to the Software. The LICENSEE will promptly install any mandatory Updates.
16. Disclaimer of Warranty:
    The LICENSEE expressly acknowledges and agrees that use of the Software is at the LICENSEE’s sole risk. Although the Software has been thoroughly tested, it is not and cannot be warranted as infallible, and there remains the possibility of program errors. The Software is complex, requiring professional engineering expertise and judgment to input information and interpret the generated information. Therefore, the LICENSOR makes no warranty, either implicit or explicit, regarding the correct performance or accuracy of the Software.
17. Term and Termination:
    This Agreement shall remain in effect until terminated by either party. The LICENSOR reserves the right to terminate this Agreement immediately if the LICENSEE breaches any of the terms outlined herein.
18. Limitation of Liability:
    The LICENSOR shall not be liable for any indirect, incidental, special, or consequential damages arising out of the use of the Software. Under no circumstances, including negligence, shall the LICENSOR be liable to the LICENSEE for any incidental, special, or consequential damages.
19. Governing Law and Dispute Resolution:
    This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. Any disputes arising from this Agreement shall be settled in the courts of Ontario.
20. Miscellaneous:
    1. Entire Agreement: This Agreement, along with the Service License Agreement and the EULA, constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.
    2. Amendments and Modifications: Any amendments or modifications to this Agreement are at the discretion of the LICENSOR.
    3. Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond its reasonable control.
21. Acceptance:
    By accepting this Agreement, the LICENSEE agrees to be bound by its terms and conditions.
22. Auto renewal: 
    License subscriptions are automatically renewed annually. Subscribers must inform SCW directly if they wish to cancel their subscription.
    If renewals are not paid 30 days before the license renewal date, SCW reserves the right to restrict access to the VO software. After 2 weeks of non-payment past the license period date, SCW reserves the right to increase the subscription renewal from a 50% discount to a 40% discount. After one month of non-payment, SCW reserves the right to cancel the subscription.