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This Agreement ((Agreement)) constitutes the terms and conditions relating to (1) the purchase of product(s) ((Product(s))); and/or (2) the purchase ofparts and components ((Accessories));and/or (3) the license of software ((Software)) and/or (4) the license of signal services ((Signal Services)).The aforementioned Products, Accessories, Software or Signal Services may be provided by NovAtel Inc. and any of its affiliates ((NovAtel)) to the buyer ((Buyer)) subject to NovAtel's acceptance of Buyer's purchase order.

1. GENERAL

• 1.1 Following receipt of NovAtel's quotation, Buyer shall issue a purchase order to requisition the Products, Accessories, Software or Signal Services from NovAtel.Purchase orders may be submitted manually in writing or via NovAtel's e-commerce system as described in Clause 2.All purchase orders issued by Buyer are subject to NovAtel's written acceptance.
• 1.2 Where Buyer wishes to requisition Products, Accessories, Software or Signal Services from NovAtel, then this Agreement shall be deemed to form an integral part of all acceptances by Novatel, relating to the provision of the Products, Accessories, Software or Signal Services so requisitioned.
• 1.3 This Agreement shall supersede any conflicting provisions incorporated within any purchase order or other communication submitted at any time by Buyer to NovAtel with respect to the provision of the Products, Accessories, Software or the Signal Services.

2. ELECTRONIC ORDERING:

• 2.1 With the exception of receipt of purchase orders for the requisition of the Oceanix Offshore Signal Services (which require to be submitted manually), NovAtelshall provide an e-commerce system to facilitate receipt of purchase orders for the requisition of Products, Accessories, Software or Signal Services viaits web UI/ Business to Business store (B2B) facilitated by NovAtel's salesforce application(herein referred to collectively as (Salesforce System))or its machine to machine interface (M2M).NovAtel shall provide access to its Salesforce System/M2Mon the following basis:
  • 2.1.1 NovAtel shall use reasonable business efforts to ensure that the Salesforce System/M2Mis available for use;
  • 2.1.2 NovAtel shall use reasonableendeavors to ensure that the Salesforce System/M2Mis available for use twenty four (24) hours per day (00:00 hours MST to 23:35 hours MST), although NovAtel makes no representations as to its ability to maintain continuous uptime of the Salesforce System/M2M;
  • 2.1.3 NovAtel shall use reasonable endeavors to ensure that Buyer shall receive a minimum of twenty four (24) hours warning via email of any scheduled downtime of the Salesforce System/M2M;
  • 2.1.4 In accordance with security mechanisms, NovAtel shallplace a 24 hour transaction limit on the value of cumulative transactions which will be unique to Buyer and which shall beagreed at the registration process to utilize the Salesforce System/M2M.
• 2.2 Where NovAtel accepts a purchase order made through itsSalesforce System/M2Mit shall provide a (transaction successful receipt) and shall:
  • (a) provide access credentials (username and password) to Buyer;
  • (b) provide a Product serial number and/or authorization code for access to the Signal Services for Buyer's use;
  • (c) assist the Buyer via telephone support during the hours of 08:00 hours – 17:00 hours MST;
  • (d) facilitate credit card payments for B2B purchases;
  • (d) issue invoices on a daily basis relating to authorization codes andSignal Services subscriptions using the traditional NovAtel accounts receivable process;
  • (e) provide access to the Signal Services together with accessinstructions.

3. PRICES:

• 3.1 All prices provided in any quotation are firm fixed price.Where Products, Accessories or Software are being supplied,FCA(INCOTERMS 2010) shall be applicable to NovAtel's plant in Calgary, Alberta, Canada. All prices include standardcommercial packing for domestic shipment.
• 3.2 All transportation, insurance, custom packing costs and expenses, and all Federal, Provincial and local excise, duties, sales, andother similar taxes are the responsibility of the Buyer.

4. PAYMENT TERMS:

• 4.1 Paymentterms for theProducts, Accessories, Software or Signal Servicesare pre-payment unless otherwise agreed in writing.If payment terms are extended by NovAtel, invoices are due net thirty (30) calendar days from the invoice date.Buyer shall remit payments in United States Dollars ((USD)) to:1120 – 68^thAvenue N.E., Calgary, Alberta, T2E 8S5, Canada.
• 4.2 Interest shall be charged on any overdue amount at the rate of 18% per annum (1.5% per month) from the date upon which any overdue amount became payable. NovAtel shall retain a security interest in any Products and/or Accessories sold to the Buyer until the purchase price for the Products and/or Accessories has been fully paid by the Buyer.
• 4.3 Upon request, the Buyer shall take all steps necessary to perfect NovAtel's security interest in the Products and/or Accessories.Title to and in the Products and/or Accessories shall pass to the Buyer upon receipt by NovAtel of fullpayment of the purchase price for the Products and/or Accessories.
• 4.4 Payment for the Products, Accessories, Software or Signal Services may also be made by credit card via NovAtel's Salesforce System/M2Mas described in Clause 2.

5. DELIVERY:

• Buyer shall supply shipping instructions with each purchase order which it issues to NovAtel which shall include: (a) (ship to) and (bill to) address; and (b) NovAtel quotation number; and (c) details of the preferred carrier and account number; and(d) details of custom broker/freight forwarder including name and contact number. In the absence of specific instructions, NovAtel may select a carrier and insure the Products/Accessories/Software in transit and shall charge Buyer accordingly. NovAtel shall not be responsible for any failure to perform any purchase order due to unforeseen circumstances or causes beyond its ability to reasonably control. Risk of loss, damage or destruction of the Products/Accessories/Software shall pass to Buyer upon delivery of same to the carrier. Products and/or Accessories are supplied solely for incorporation into the Buyer's end product and Products and/or Accessories shall not be onward delivered or transferred except as incorporated within the Buyer's end product.

6. COPYRIGHT AND CONFIDENTIALITY

• 6.1 Copyright in any specification, drawing, Software, technical description and other document supplied by NovAtel under or in connection with the purchase order and any and all intellectual property rights, title and interest in the design of any part of the Products and/or any part of the Accessories, whether such design be registered or not, shall vest in NovAtel absolutely.
• 6.2 Any data, patent, copyright, proprietary right or confidentiality, know how, trademark or process with respect to the Signal Services, is the confidential proprietary business information of NovAtel and all intellectual property rights, title and interest in same shall remain with NovAtel.
• 6.3 The Buyer shall keep confidential any information expressed or confirmed by NovAtel in writing to be confidential ((Confidential Information)).Buyershall not disclose the Confidential Informationto any third party without NovAtel's prior written consent, or use the Confidential Information other than for the operation and maintenance of any Products and/or Accessories.

7. WARRANTY:

• PRODUCTS/ACCESSORIES/SOFTWARE The warranty period for the Products shall be one (1) calendar year from the date of the invoice; and the warranty period for the Accessories shall beninety (90) calendar days from the date of the invoice ((Warranty Period) (as applicable to Products or Accessories)).NovAtel warrants that during the Warranty Period that (a) the Product and/or Accessories will be free from defects in material and workmanship and conform to NovAtel specifications; (b) the Software will be free from error which materially affect performance; and (c) if applicable as defined in the User's Manual, the Software shall be eligible for access to post contract support and updates when available.Buyer's exclusive remedy for a claim under this warranty, at NovAtel's sole option, shall be limited to the repair or replacement of the Products and/or Accessories which are defective or nonconforming at NovAtel's facility.In the case of Software, NovAtel shall provide a Software revision for implementation by the Buyer.All Products and/or Accessories returned under warranty shall be returned to NovAtel pre-paid by the Buyer. In the event that returned Products and/or Accessories are confirmed by NovAtel to be a warranted failure, then the Products and/or Accessories shall be returned to the Buyer pre-paid by NovAtel.

  The foregoing warranties do not extend to (i) nonconformities, defects or errors in the Products and/or Accessories due to accident, abuse, misuse or negligent use of the Products and/or Accessories or use of same in other than a normal and customary manner, or environmental conditions not conforming to NovAtel's specifications, or failure to follow prescribed installation, operating and maintenance procedures; or (ii) defects, errors or nonconformities in the Products and/or Accessories due to modifications, alterations, additions or changes not made in accordance with NovAtel's specifications or authorized in writing by NovAtel; or (iii) normal wear and tear; or (iv) damage caused by force of nature or act of any third person; or (v) shipping damage; or (vi) service or repair ofthe Products and/or Accessories by the Buyer without the prior written consent of NovAtel; or (vii) Products and/or Accessories designated by NovAtel as beta site test samples, experimental, developmental, pre-production, sample, incomplete or out of specification Products and/or Accessories; or (viii) returned Products and/or Accessories if the original identification marks have been removed or altered or (ix) services or research activities.

  TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE AFOREMENTIONED WARRANTIES ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES DOES NOVATEL WARRANT THAT ANY SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE.

• 7.2 SIGNAL SERVICES: WHERE SIGNAL SERVICES ARE REQUISITIONED, THE DURATION OF ANY SIGNAL SERVICES REQUIREMENT SHALL BE STATED ON THE PURCHASE ORDER.WHERE SIGNAL SERVICES ARE PROVIDED, AVAILABILITY AND/OR ACCURACY OF THE SIGNALSERVICES ARE NOT GUARANTEED AND THEY ARE PROVIDED AT THE SOLE RISK OF THE BUYER.NOVATEL MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY FACT OR LAW WITH RESPECT TO THE PROVISION OF THE SIGNAL SERVICES INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.ALL PUBLISHED DATA RELATING TO THE COVERAGE OF THE SIGNAL SERVICES IS APPROXIMATED. RECEPTION AND/OR ACCURACY OF THE SIGNAL SERVICES IS DEPENDENT ON: (I) THE BUYER'S RECEIVER AND LOCATION; (II) INTERFERENCE TO TRANSMISSIONS OF SIGNAL SERVICES FROM ATMOSPHERIC OR OTHER SOURCES; (III) OBSTRUCTION OF ACCESS TO OR REFLECTION OF SIGNAL SERVICES DUE TO PROXIMITY OF STRUCTURES AT THE WORK LOCATION; (IV) INTERRUPTION TO OR NON-PERFORMANCE OF ANY OF THE GNSS CONSTELLATIONS; (V) BUYER USING ANY SIGNAL SERVICES IN CONJUNCTION WITH ANY FREE TO AIR SIGNALS SUCH AS IALA MARINE RADIO BEACONS. SIGNAL SERVICES ARE PROVIDED (AS IS) ANDNOVATEL MAKES NO ASSURANCE OF SUCCESSFUL TRANSMISSION OF SIGNAL SERVICES.NOVATEL SHALL NOT BE RESPONSIBLE TO BUYER OR ANY OTHER PARTY FOR LOST REVENUES, LOST PROFITS, LOST DATA OR ANY OTHER SPECIAL, INCIDENTAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OR DAMAGE OR OTHER EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF OR INABILITY TO USE THE SIGNAL SERVICES INCLUDING ANY COMMERCIAL LOSS OF ANY KIND.BUYER SHALL BE RESPONSIBLE FOR AND SHALL SAVE, INDEMNIFY, DEFEND AND HOLD HARMLESS NOVATEL ON DEMAND, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES COSTS (INCLUDING LEGAL COSTS) EXPENSES AND LIABILITIES ARISING FROM BUYER'S USE OF OR ARISING FROM ANY THIRD PARTY'S USE OF THE SIGNAL SERVICES, OR ARISING FROM BUYER'S INABILITY TO USE THE SIGNAL SERVICES OR ARISING FROM ANY THIRD PARTY'S INABILITY TO USE THE SIGNAL SERVICES.

8. EXPORT CONTROL:

• Buyer shall not use, export, re-export, transfer or re-transfer any portion of the Products, Accessories, Software or Signal Services except as authorized by United States law, Canadian law, European law and the laws of the jurisdiction in which the Products, Accessories, Software or Signal Services were purchased and/or used(as applicable).In particular, the Products, Accessories, Software or Signal Services may not be exported or re-exported, transferred or re-transferred into (i) any restricted destination (including countries or regions that the U.S.A., Canada, United Nations or European Union embargoes or sanctions); or (ii) to any person on any denial/debarment list.Buyer represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list.

9. SOFTWARE LICENSE:

• Any Software delivered (with the Products and/or Accessories) shall at all times remain the property of NovAtel or any respective third party (if applicable).NovAtel Software is provided under a limited,non-exclusive, non-transferrable license to copy and use the Software, in object code form only, strictly for the Buyer's internal purposes in connection with the use of the NovAtel Product and/or Accessories.No other use whatsoever is licensed.Buyer agrees not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the NovAtel Software.Any third party software will be licensed in accordance with the license provided with the third party software.

10. SIGNAL SERVICES LICENSE

• 10.1 The Signal Services shall mean the TerraStar Signal Services or the Oceanix Signal Services.
• 10.2 The TerraStar Signal Services are not intended for primary navigation purposes and shall not be usedon any offshore application or used in or on any offshore dynamic positioning application.The TerraStar Signal Services are supplied wholly for use on, over or above land or wholly above the territorial waters adjacent to land within the following market sectors:(a) the agricultural market; and/or (b) all other markets where Products are utilized on land; and/or (c) all other markets where Products are airborne and are utilized over or above land and/or over or above territorial waters adjacent to land; and/or (d) the government and military market.FOR THE AVOIDANCE OF DOUBT,the TerraStar Signal Services shall not be used in conjunction with any receiver hardware incorporated within any autonomous road motor vehicle.A separate set of terms and conditions is applicable to the aforementioned situation.
• 10.3 The Terrastar Signal Services shall:
  • 10.3.1 be geo-gated and shall not be available where the position determined on the receiver hardware is computed as being offshore ((Standard Geo-Gate) – market sectors identified in Clauses 10.2(a) and 10.2(b) only) or shall not be available where the position determined on the receiver hardware is computed as exceeding ten (10) kilometres offshore ((Extended Geo-Gate) – market sector identified in Clause 10.2(c) only);
  • 10.3.2 be speed-gated and shall not be available where the speed measured by the receiver hardware exceeds36ms^-1((Maximum Speed Threshold) – market sectors identified in Clauses 10.2(a) and 10.2(b) only).
• 10.4 NovAtelshall have no liability to Buyer or to any third party in connection with the de-activation of the TerraStar Signal Services as a result of the concepts of geo-gating or speed-gating being applicable.Buyershall be responsible for and shall save, indemnify, defend and hold harmless NovAtel on demand,from and against any and all claims, losses, damages costs (including legal costs) expenses and liabilities which NovAtel may suffer in connection with the de-activation of the TerraStar Signal Services as a result of the concepts of geo-gating or speed-gating being applied.
• 10.5 Where the TerraStar Signal Services are used in connection with the market sector identified in Clause 10.2(c), same shall be used in accordance with the provisions of any relevant international laws, local laws, Civil Aviation Conventions and other pertinent Conventions which are applicable to the use of airspace and which determines the rules with respect to air traffic control or any other air traffic services which relate to such airspace.The onus is upon Buyer to fully familiarize itself with the aforementioned laws and conventions.NovAtel shall have no liability to Buyer or to any third party in connection with the use of the TerraStar Signal Services with airborne applications and Buyer shall be responsible for and shall save, indemnify, defend and hold harmless NovAtel on demand, from and against any and all claims, losses, damages costs (including legal costs) expenses and liabilities which NovAtel may suffer in connection with the use of the TerraStar Signal Services with airborne applications.
• 10.6 The Oceanix Signal Services comprise of the (i) Oceanix Nearshore Signal Service; and (ii) the Oceanix Offshore Signal Service.The Oceanix Signal Services are supplied wholly for use in the following markets:(a) navigation related to near shore survey; (b) use in inland waterways and offshore dredging; (c) uses connected with wind farms; (d) for use by cable lay vessels;(e) pilotage for tug boats; (f) coastal patrolling purposes; (g) search and rescue purposes; (h) use by science and research vessels; (i) government operations; (j) hydrography/bathymetry surveys; (k) military operations; (l) commercial shipping; and (m) passengervessels.
• 10.7 The Oceanix Signal Services shall:
  • 10.7.1 be geo-gatedand shall not be available where the position determined on the receiver hardware is computed as exceeding sixty (60) kilometres offshore (Oceanix Nearshore Signal Services only).
• 10.8 NovAtelshall have no liability to Buyer or to any third party in connection with the de-activation of the Oceanix Signal Services as a result of geo-gating being applicable and Buyer shall be responsible for and shall save, indemnify, defend and hold harmless NovAtel on demand,from and against any and all claims, losses, damages costs (including legal costs) expenses and liabilities which NovAtel may suffer in connection with the de-activation of the TerraStar Signal Services as a result of the concept of geo-gating being applied.
• 10.9 NovAtel shall be entitled to de-activate and/or terminate the Signal Services with immediate notice in the following circumstances:
  • 10.9.1 where the Signal Services are utilized outwith the market sector subscribed to;
  • 10.9.2 where the Signal Services are suppliedin circumstances which are contrary to applicable laws controlling export, imports, and re-sale in terms of restricted countries, restricted individuals or entities and/or restrictions on end use;
  • 10.9.3 where the Signal Services are used in connection with the design, production, operation or storage of chemical, biological or nuclear weapons of any kind;
  • 10.9.4 where the Signal Services are used by any third party which has not subscribed to their use;
  • 10.9.5 where the Signal Services are used in or on any offshore application or are used in or on any offshore dynamic positioning application (TerraStar Signal Services only);
  • 10.9.6 where the Signal Services are copied, sold, transferred, re-broadcast, sub-licensed, rented or leased to third parties by Buyer.
• 10.10 Where de-activation or termination is applicable under Clause 10.9, NovAtel shall have no liability to Buyer or to any third party and Buyershall be responsible for and shall save, indemnify, defend and hold harmless NovAtel on demand,from and against any and all claims, losses, damages costs (including legal costs) expenses and liabilities which NovAtel may suffer in connection with the de-activation and/or termination of the Signal Services under any of the circumstances listed in Clause 10.9.

11. EXCLUSION OF LIABILITY

• NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL NOVATEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF REVENUE OR LOSS OF PROFIT EVEN IF NOVATEL HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.NOVATEL'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT THAT NOVATEL HAS BEEN PAID BY BUYER UNDER THIS AGREEMENT AT THE TIME THE CLAIM IS MADE. ALL EXCLUSIONS AND INDEMNITIES GIVEN UNDER CLAUSES 7, 10 AND 11 SHALL APPLY IRRESPECTIVE OF CAUSE AND NOTHWITHSTANDING THE NEGLIGENCE OR BREACH OF DUTY (WHETHER STATUTORY OR OTHERWISE) OF THE INDEMNIFIED PARTY OR ANY OTHER ENTITY OR PARTY, AND SHALL APPLY IRRESPECTIVE OF ANY CLAIM IN TORT, UNDER CONTRACT OR OTHER WISE AT LAW.EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY THE BUYER MORE THAN ONE (1) CALENDAR YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

12. GOVERNING LAW AND VENUE:

• This Agreement shall be interpreted under the laws of the Province of Alberta, Canada.This Agreement shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.In the event of a dispute arising out of or relating to this Agreement, the parties agree that they will submit to the exclusive jurisdiction of the courts of Calgary, Alberta, Canada.

13. ASSIGNMENT:

• Neither party shall assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party, provided that such consent shall not be unreasonably withheld or delayed, except that NovAtel may assign its rights and obligations under this Agreement without the prior written consent of Buyer where an entity acquires all or part of the assets of NovAtel or all or part of the assets of any subsidiary or successor of NovAtel in a merger or acquisition of NovAtel.

14. ENTIRE AGREEMENT:

• This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any and all prior discussions and/or representations, whether written or oral, and no reference to prior dealings may be used in any way to modify the expressed understandings of this Agreement.Any future representations, promises and verbal agreements related to the Products, Accessories, Software or Signal Services including but not limited to features,future enhancements,functionality,or services covered by this Agreement will be of no force or effect unless reduced in writing and made a part of this Agreement.
• THIS AGREEMENT SHALL NOT BE AMENDED OR MODIFIED UNLESS SO DONE IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF NOVATEL.THE PRE-PRINTED TERMS AND CONDITIONS OF ANY PURCHASE ORDER ISSUED BY BUYER OR ANY OTHER TERMS AND CONDITIONS OF A PURCHASE ORDER ISSUED BY BUYER WHICH MAY CONFLICT IN ANY WAY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE REGARDED BY THE PARTIES AS VOID, EVEN IF ISSUED SUBSEQUENT TO THE EFFECTIVE DATE OF THIS AGREEMENT, AND SHALL NOT BE DEEMED TO CONSTITUTE A CHANGE TO THIS AGREEMENT UNDER ANY CIRCUMSTANCES WHATSOEVER.