This EnviroData Agreement (this “Agreement“), is a binding agreement between Hatfield Consultants LLP (“Hatfield”) and the person or entity identified on the work order, purchase order, service agreement, master service agreement, proposal or other agreement or contract to which this Agreement is attached (collectively defined as the “Work Order”) as the customer (the “Customer”) with respect to the Customer’s access and use of the EnviroData data management and analytics platform (“EnviroData”)

HATFIELD PROVIDES ENVIRODATA SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY CHECKING THE “ACCEPT” BOX ON THE ORDER FORM OR OTHERWISE USING ENVIRODATA, CUSTOMER (A) ACCEPT THIS AGREEMENT AND AGREE THAT (B) CUSTOMER IS LEGALLY BOUND BY ITS TERMS.  

IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, HATFIELD WILL NOT AND DOES NOT LICENCE THE ENVIRODATA TO CUSTOMER AND CUSTOMER MUST NOT ACCESS ENVIRODATA AND ITS DOCUMENTATION.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Access and Use.
   • Provision of Access. Subject to this Agreement, Hatfield hereby grants Customer a non-exclusive, non-transferable right to access and use EnviroData during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Hatfield shall provide to Customer the necessary passwords and network links or connections to allow Customer to access EnviroData.
   • Use Restrictions. Customer shall not use EnviroData for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of EnviroData or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available EnviroData or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of EnviroData, in whole or in part; (iv) remove any proprietary notices from EnviroData or Documentation; or (v) use EnviroData or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   • Reservation of Rights. Hatfield reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Hatfield IP.
   • Suspension. Notwithstanding anything to the contrary in this Agreement, Hatfield may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of EnviroData if: (i) Hatfield reasonably determines that (A) there is a threat or attack on any of the Hatfield IP, (B) Customer’s or any Authorized User’s use of the Hatfield IP disrupts or poses a security risk to the Hatfield IP or to any other customer or vendor of Hatfield, (C) Customer, or any Authorized User, is using the Hatfield IP for fraudulent or illegal activities, (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding (a “EnviroData Suspension”). Hatfield shall use commercially reasonable efforts to provide written notice of any EnviroData Suspension to Customer and to provide updates regarding resumption of access to EnviroData following any EnviroData Suspension. Hatfield shall use commercially reasonable efforts to resume providing access to EnviroData as soon as reasonably possible after the event giving rise to the EnviroData Suspension is cured. Hatfield will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a EnviroData Suspension.
   • No Support. Unless otherwise set out in the Work Order, this Agreement does not entitle Customer to any support for EnviroData.
2. Customer Responsibilities.
   • General. Customer is responsible and liable for all uses of EnviroData and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
3. Fees and Payment.
   • Fees. Customer shall pay Hatfield the fees (“Fees“) as set forth in the Work Order without off-set or deduction. Customer shall make all payments hereunder in Canadian dollars on or before the due date set forth in the Work Order. If Customer fails to make any payment when due, without limiting Hatfield’s other rights and remedies: (i) Hatfield may charge interest on the past due amount at the rate of five (5%) percent per annum or, if lower, the maximum amount permitted under applicable Law; (ii) Customer shall reimburse Hatfield for all reasonable costs incurred by Hatfield in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Hatfield may suspend Customer’s and its Authorized Users’ access to any portion or all of EnviroData until such amounts are paid in full.
   • Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Hatfield’s income.
4. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire two (2) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
5. Intellectual Property Ownership
   • Hatfield IP. Customer acknowledges that, as between Customer and Hatfield, Hatfield owns all right, title, and interest, including all intellectual property rights, in and to the Hatfield IP.
   • Customer Data. Hatfield acknowledges that, as between Hatfield and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Hatfield a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Hatfield to provide EnviroData to Customer.
   • Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Hatfield by mail, email, telephone, or otherwise, suggesting or recommending changes to the Hatfield IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Hatfield is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Hatfield on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Hatfield is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Hatfield is not required to use any Feedback.
6. Warranty Disclaimer.
   • Hatfield does not make any representations or guarantees regarding uptime or availability of EnviroData.
   • ENVIRODATA AND THE HATFIELD IP IS PROVIDED “AS IS” AND HATFIELD HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HATFIELD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HATFIELD MAKES NO WARRANTY OF ANY KIND THAT ENVIRODATA, THE HATFIELD IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
7. Indemnification.
   • Hatfield Indemnification.
     • Hatfield shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) (“Losses“) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim“) that EnviroData, or any use of EnviroData in accordance with this Agreement, infringes or misappropriates such third party’s Canadian patents, trade-marks, copyrights, or trade secrets, provided that Customer promptly notifies Hatfield in writing of the claim, cooperates with Hatfield, and allows Hatfield sole authority to control the defense and settlement of such claim.
     • If such a claim is made or appears possible, Customer agrees to permit Hatfield, at Hatfield’s sole discretion, to (A) modify or replace EnviroData, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Hatfield determines that neither alternative is reasonably available, Hatfield may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
     • This Section will not apply to the extent that the alleged infringement arises from: (A) use of EnviroData in combination with data, software, hardware, equipment, or technology not provided by Hatfield or authorized by Hatfield in writing; (B) modifications to EnviroData not made by Hatfield; (C) any intellectual property, including without limitation, applications, integrations or functionality created by Customer; or (D) Customer Data.
   • Customer Indemnification. Customer shall indemnify, hold harmless, and, at Hatfield’s option, defend Hatfield from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or wilful misconduct; (ii) use of EnviroData in a manner not authorized by this Agreement; (iii) use of EnviroData in combination with data, software, hardware, equipment or technology not provided by Hatfield or authorized by Hatfield in writing; or (iv) modifications to EnviroData not made by Hatfield, provided that Customer may not settle any Third-Party Claim against Hatfield unless Hatfield consents to such settlement, and further provided that Hatfield will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.
   • Sole Remedy. THIS SECTION 7 SETS FORTH CUSTOMER’S SOLE REMEDIES AND HATFIELD’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT ENVIRODATA INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL HATFIELD’S LIABILITY UNDER THIS SECTION 7 EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000).
8. Limitations of Liability. IN NO EVENT WILL HATFIELD BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER HATFIELD WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL HATFIELD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000) OR TWO (2) TIMES THE TOTAL AMOUNTS PAID TO HATFIELD UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS LESS.
9. Term and Termination.
   • Term. Unless otherwise set out in the Work Order, the initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until one (1) year from such date (the “Initial Term“). This Agreement will automatically renew for up to four (4) additional successive one (1) year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term“).
   • Termination. In addition to any other express termination right set forth in this Agreement or as otherwise set out in the Work Order:
     • Hatfield may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Hatfield’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 1(b) or Section 4;
     • either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
     • either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   • Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of EnviroData and the Hatfield IP and, without limiting Customer’s obligations under Section 4, Customer shall delete, destroy, or return all copies of the Hatfield IP and certify in writing to the Hatfield that the Hatfield IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
   • Survival. This Section 11(d) and Section 1, Section 3, Section 4, Section 5, Section 7, Section 8, and Section 10 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
10. Miscellaneous.
    • Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
    • Order of Precedence. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Work Order: (ii) second this Agreement, excluding its Exhibits; (iii) third, the Exhibits to this Agreement as of the Effective Date; and (iv) fourth, any other documents incorporated herein by reference.
    • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email (with confirmation of transmission) if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (d) on the three (3) day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.
    • Force Majeure. In no event shall Hatfield be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Hatfield’s reasonable control, including but not limited to acts of God, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    • Non-Solicitation. During the term of this Agreement and for a period of six (6) months thereafter, Customer shall not, directly or indirectly, hire or solicit any employee of Hatfield or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees.
    • Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
    • Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    • Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
    • Dispute Resolution . If there is any dispute hereunder which does not involve a party seeking a court injunction, that dispute will promptly be referred to and finally resolved under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed under such Rules whose determination of such matters will be final. The place of arbitration will be Vancouver, British Columbia.
    • Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Hatfield. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    • Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 1(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
11. Definitions.
    • “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use EnviroData under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to EnviroData has been purchased hereunder.
    • “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through EnviroData including, without limitation, any derived outputs or other information or results generated by EnviroData based on the information submitted by or on behalf of Customer.
    • “Documentation” means Hatfield’s user manuals, handbooks, and guides relating to EnviroData provided by Hatfield to Customer electronically or in end user documentation relating to EnviroData.
    • “Hatfield IP” means EnviroData, the Documentation, and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property provided to Customer or any Authorized User in connection with the foregoing.
    • “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
    • “Parties” means Hatfield and Customer and “Party” means either of Hatfield or the Customer.