SONIDEFT LTD.

QUICK POLE SOFTWARE


LICENSING AGREEMENT


WITNESSETH:


WHEREAS, Sonideft Ltd. ("Licensor") has developed a software program called "Quick Pole" 

("Quick Pole"), designed to assist qualified personnel with establishing and designing utility 

poles.


WHEREAS, You ("Licensee"), are a qualified person seeking greater assistance, swiftness, and 

reliability in designing utility poles.


WHEREAS, Licensor and Licensee (collectively, the "Parties") enter into this Agreement in 

order to permit Licensee to grant Licensor a single license to use Licensor's Quick Pole software.


WHEREAS, Licensor and Licensee anticipate the possible need to amend this Agreement or 

enter into other Agreements in the future that may provide additional terms or conditions 

governing the business relationship between the parties.


      NOW WHEREFORE LICENSOR AND LICENSEE, IN A SPIRIT OF COOPERATION 

AND COLLABORATION, AGREE TO THE FOLLOWING TERMS AND CONDITIONS:


      1.         Under this Agreement and according to these terms, Licensor hereby grants the 

following license rights to Licensee, which hereby accepts these license rights. The following, 

granted license is a non-exclusive, non-transferrable license, subject to the terms and conditions 

expressed within this Agreement, to use the Quick Pole software:


      2.         Licensee agrees that it will, as a condition of its license to use the Quick Pole 

software, perform the following actions:


2.1         Ensure that the Quick Pole software has Internet access sufficient to allow 

for the receipt of updates to the Quick Pole software, and for the 

verification of Licensee's license to use the Quick Pole software.


2.2         Ensure that any employees or contractors of Licensee who use the Quick 

Pole software are themselves qualified professional engineers, are acting 

under the direct supervision of a qualified professional engineer, are 

competent utility pole designers, or are working under the direct 

supervision of a competent utility pole designer.


2.3         Delete and destroy any and all copies of the Quick Pole software, and any 

accompanying printed materials, in case Licensee's license to use the 

Quick Pole software has been terminated by Licensor for failure to comply 

with this Agreement.


2.4         Hold the trade secrets of Licensor, including the sequence, structure, and 

organization of the Quick Pole software, in the strictest confidence.


      3.         Licensee agrees that it will, as a condition of its license to use the Quick Pole 

software, not perform the following actions:


3.1         Rent, loan, resell, sublicense, assign, distribute, or re-distribute the 

original Software or a copy of the Software to any other person and/or 

company, or in any way allow more than one user to access the Quick 

Pole software under the same single-user license key;


3.2         Make the Software available on any file-sharing or application hosting 

service;


               3.3         Electronically send the Software to any other person;


3.4         Copy the printed materials or user documentation accompanying the 

Software other than as necessary to support the uses permitted herein.


3.5         Reverse engineer, disassemble, or decompile the Software except and only 

to the extent that such activity is expressly permitted by applicable law.


3.6         Remove, emulate, or reverse-engineer of all or any part of the Software or 

protection devices contained therein.


      4.         The Parties agree that the duration of the license to use the Quick Pole software 

granted by Licensor to Licensee shall be for a term dependent upon the payment method chosen 

by Licensee:


4.1         a.        If Licensee paid the full price for the Quick Pole software, 

Licensor grants Licensee a non-exclusive, non-transferrable license to use 

the Quick Pole software for a minimum of 12 months, conditioned only upon Licensee's 

continued adherence to the terms and conditions expressed within this 

Agreement.


       b.        Licensee agrees to pay to Licensor a software update and 

maintenance fee at the end of the current subscription period.


4.2         If Licensee elected to rent the Quick Pole software, Licensor grants 

Licensee a non-exclusive, non-transferrable license to use the Quick Pole 

software for the duration of the rental/subscription period.


      5.         Licensor hereby confirms that it holds all legal right, title and interests in and to 

certain intellectual property rights relating to the Quick Pole software licensed under this 

Agreement. Licensor further confirms that it holds all legal right, title and interests in and to the 

Quick Pole software.


      6.         Licensee hereby agrees that Licensor may terminate Licensee's license to use the 

Quick Pole software if, in Licensor's sole discretion, Licensor forms the belief that Licensee has 

failed to abide by the terms of this Agreement.


      7.         Licensee agrees and understands that the Quick Pole software is provided "as is."  

Licensee further agrees and understands that Licensor expressly disclaims express or implied 

warranties of any kind, including without limitation warranties of merchantability, non-

infringement, or fitness for a particular purpose. Licensee further agrees and understands that 

Licensor does not warrant the accuracy or completeness of any information, text, graphics, links 

or other items contained within the Software; that the Software is error-free; or that designs 

generated by it will be acceptable.  Licensee further agrees and understands that Licensor 

expressly disclaims any warranty to Licensee's authorized users or to any third party. Licensee 

assumes all responsibility for the design assumptions and results provided by and through 

Licensee's use of the Quick Pole software, regardless of the extent to which the software 

protocols and inner workings of the Quick Pole software have been made public.


      8.         Licensee agrees and understands that the liability of Licensor for direct damages 

under this Agreement shall be limited to the refund of the purchase price of the software.  Except 

as otherwise expressly provided within this Agreement, Licensee agrees that Licensor shall not 

be liable for any indirect, punitive, exemplary, special, incidental, or consequential damages, 

including without limitation damages for lost profits, business interruption, personal injury, 

property damage, loss of data or the disclosure of confidential information, or for errors or 

omissions contained within the software, even if Licensor has been advised of the possibility of 

such damages.


      9.         Licensee agrees that it shall not compete with Licensor in any commercial or 

business venture regarding the fields of endeavour and/or purposes for which the Quick Pole 

software can be used.


       10.        Licensee agrees not to intentionally make, or intentionally cause any other Person 

to make, any public statement that is intended to criticize or disparage Licensor, any of its 

affiliates, or any of their respective officers, managers or directors. Licensor agrees to use 

commercially reasonable efforts to cause its officers and members of its Board not to 

intentionally make, or intentionally cause any other person to make, any public statement that is 

intended to criticize or disparage Licensee. This section shall not be construed to prohibit any 

person from responding publicly to incorrect public statements or from making truthful 

statements when required by law, subpoena, court order, or the like.


       11.        Licensee agrees and understands that no software program can ever be totally free 

of bugs or errors. If Licensee finds a bug or error in Quick Pole, Licensee agrees to inform 

Sonideft of the bug or error by and through Sonideft's website (https://sonideft.com) or other means as may be provided through the software. 

Licensee agrees and understands that Quick Pole will from time-to-time connect to the Internet 

to download updates and/or fixes provided by Licensor, and to validate the status of Licensee's 

license. Licensee agrees to grant Quick Pole any and all access Quick Pole may need to access 

the Internet so as to facilitate these processes.


       12.        Licensee agrees and understands that Licensor may from time-to-time update this 

Agreement. Licensor agrees to post a public notice on its web site - https://sonideft.com - 

with appropriate notice and a link to the revised version of this Agreement. Licensee agrees that 

this revised version shall come into full force and effect between the Parties five (5) days after 

being posted onto Licensor's website.


      13.         Licensor and Licensee agree that this Agreement will be understood to be in force 

under the laws of the Province of Nova Scotia and that no other promise or written agreements 

will be permitted to change any of the terms of this Agreement, except and only to the extent that 

such changes result from subsequent written amendments agreed to and signed by Licensor and 

Licensee. In the event of a dispute arising under this Agreement, the Parties agree to meet in 

good faith to resolve the dispute. If such efforts are unsuccessful, the parties shall submit the 

dispute to non-binding mediation before a neutral mediator in Halifax, Nova Scotia, prior to any 

lawsuit. The Parties consent to jurisdiction in the Province of Nova Scotia in the event of a 

lawsuit.


      14.         CONFIDENTIALITY. The Parties agree to treat as confidential any and all 

Confidential Information obtained from each other and to that end further agree that information 

disclosed pursuant to this Agreement relating to the Quick Pole software, including efforts to 

commercialize the Quick Pole software, shall be deemed Confidential Information. 

Notwithstanding the foregoing, confidential information may be disclosed to the extent required 

by any law or regulation of any governmental authority having jurisdiction over any of the 

Parties, with appropriate efforts made to maintain confidentiality. Both Parties shall maintain 

Confidential Information in confidence as set forth herein, for a period of five (5) years beyond 

termination or expiration of this Agreement. Upon request from either Party, the confidentiality 

of specific Confidential Information may be maintained for a longer time as the Parties may 

subsequently agree. There are no obligations of confidentiality as to specific information (a) 

which is publicly known at the time of disclosure under this Agreement or becomes publicly 

known at any time other than through disclosure by the recipient of the information; (b) which is 

demonstrably known to the recipient of the information prior to its receipt from the disclosure; 

(c) which is disclosed to the recipient by a third party not under an obligation of confidentiality 

and independently of the studies contemplated by this Agreement; or (d) for which disclosure has 

been approved by the mutual written consent of the Parties; or (e) independently developed 

without access to Confidential Information from the discloser.


      15.         This Agreement may be executed in counterparts, each of which shall be deemed 

an original, but all of which together shall constitute one and the same instrument.


      16.         This Agreement sets forth the entire agreement between Licensee and Licensor 

pertaining to the subject matter hereof and supersedes all negotiations, preliminary agreements, 

memoranda or letters of proposal or intent, discussions and understandings of Licensee and 

Licensor. All discussions between Licensee and Licensor have merged into this Agreement, and 

neither party shall be bound by any definition, condition, understanding, representation, 

warranty, covenant or provision other than as expressly stated in or contemplated by this 

Agreement or as subsequently shall be set forth in writing and executed by a duly authorized 

representative of Licensee and Licensor to be bound thereby. No amendment or modification of 

this Agreement shall be valid or binding upon Licensee and Licensor, unless agreed upon by 

both parties, made in writing, and signed on behalf of each of Licensee and Licensor by their 

duly and legally authorized representative officers.