End User License Agreement - Canadian HD Map & Data Platform
END USER LICENSE AGREEMENT – CANADIAN HD MAP & DATA PLATFORM
Version 2025-11-26
Ecopia Tech Corporation, whose principal place of business is at Suite 440, 101 College St, Toronto, Ontario, Canada, M5G 1L7 (“Ecopia”), is the recipient of the award for SDTC Project 2022D-3994, entitled Canadian HD Map & Data Platform (the “Project Agreement”). Under the Project Agreement, Ecopia is to create a dataset of high-definition three-dimensional vector maps of buildings across the largest 100 cities in Canada (the “Ecopia Products” herein), and Ecopia is to offer a no-charge license to any Canadian municipal agency interested in using the Ecopia Products for the public good.
This End User License Agreement (the “License Terms” herein) constitutes the legal terms of such license. These License Terms are entered into between Ecopia and the entity named in the applicable Government Agency Acknowledgement (the “Acknowledgement”) which identifies the entity who wishes to use the Ecopia Products for the public good (such entity the “End User”; “you” or “your” herein).
If you access the Ecopia Products through the Ecopia Platform, your use of the Ecopia Platform is also subject to the applicable Website Terms of Use and Platform Terms of Use (these terms and the Acknowledgement the “Additional Terms”).
1. GRANT OF LICENSE. Conditional upon End User’s compliance with these License Terms, Ecopia grants to End User a non-exclusive, non-transferable, limited license, during the Term, to allow an unlimited number of its Authorized Users to:
(a) store, access, evaluate, reproduce, and use the Ecopia Products for Government Purposes;
(b) create Derivatives of the Ecopia Products, and store, evaluate, reproduce, and use those Derivatives for Government Purposes; and
(c) display Derivatives of the Ecopia Products on an internal or public-facing platform controlled by End User, for Government Purposes, in a view-only, non-downloadable format.
2 AUTHORIZED USERS. End User shall ensure that each of its Authorized Users comply with these License Terms, and End User will be liable for all acts and omissions of its Authorized Users. A breach of these License Terms by an Authorized User is deemed to be a breach by the End User. “Authorized User” means an employee or Contractor that is authorized by End User to use the Ecopia Products on behalf of the End User; and “Contractor” means an individual contracted by End User, either directly or through a consulting company or other entity, to provide services on behalf of or for the benefit of End User.
3. LICENSE TERM. The Term of the license granted herein for the Ecopia Products is for an initial period of two (2) years, unless earlier terminated pursuant to Article 11 of these License Terms. The Term is renewable at Ecopia’s sole discretion.
4. LICENSE RESTRICTIONS. End User acknowledges and agrees that the Ecopia Products are the property of Ecopia and its licensors, as applicable, and contain valuable assets and proprietary information of Ecopia and its licensors, as applicable. Accordingly, End User shall not, and shall not permit its Authorized Users or any third party, to use or access the Ecopia Products or Derivatives except as expressly permitted in Article 1 of these License Terms. Furthermore, without limiting the generality of the foregoing, End User shall not, and shall not permit any Authorized User or any third party to:
(a) use or access the Ecopia Products or Derivatives for Commercial Purposes;
(b) store, post or process the Ecopia Products or Derivatives other than in a system that is made not accessible by the public through the use of sufficient information security measures;
(c) use or access the Ecopia Products or Derivatives for the purpose of developing, training, testing, or validating machine learning or artificial intelligence technologies that may be used to recreate data similar to the Ecopia Products;
(d) remove, bypass or circumvent any electronic or other forms of protection included on or with the Ecopia Products;
(e) use or modify the Ecopia Products and Derivatives in any manner that infringes upon the Intellectual Property Rights of another entity or individual, or that violates any applicable laws; or
(f) reverse engineer, disassemble, decompile, adapt or otherwise attempt to derive the algorithms, source code, databases or data structures upon which the Ecopia Products are based.
5. INTELLECTUAL PROPERTY
5.1 OWNERSHIP. All right, title and interest, including all Intellectual Property Rights, in and to: (i) the Ecopia Products; (ii) all corrections, enhancements, or other modifications to the Ecopia Products made by Ecopia or any third party at Ecopia’s direction (regardless of whether such corrections, enhancements, or other modifications may incorporate or include Feedback provided to Ecopia by End User); and (iii) all technologies and Miscellaneous IP used or advanced in the creation of the Ecopia Products, are the sole and exclusive property of Ecopia or its licensors, as applicable. Ecopia retains the right to use the Ecopia Products for its internal research and development purposes, for demonstration purposes, and marketing purposes. All rights not expressly granted to End User in these License Terms are reserved by Ecopia.
5.2 ATTRIBUTION. End User shall not delete, alter, cover, obscure, or distort any copyright, trademark or other proprietary rights notice placed by Ecopia on or in the Ecopia Products and shall ensure that all notices are reproduced on all copies. End User shall ensure that the following attribution is clearly visible on all copies of Ecopia Products and Derivatives: Ecopia Vector Maps © [YEAR] Ecopia Tech Corporation, and any appropriate attribution to an imagery provider, if instructed to do so.
5.3 FEEDBACK. If the End User provides Ecopia with any feedback, comments, suggestions, reports of defects, suggestions for modifications, or other similar information to Ecopia about or in connection with the Ecopia Products or any Ecopia’s products or services (“Feedback”), then Ecopia will have to right to use or otherwise exploit the Feedback for any purpose, without compensation to the End User and without any restriction or obligation to the End User on the account of Intellectual Property Rights or otherwise, during the Term and after the termination of these License Terms.
6. PUBLICITY
6.1 PUBLICATIONS BY ECOPIA. If Ecopia makes a request for a public statement announcing End User’s use of the Ecopia Products, then End User agrees to work in good faith with Ecopia on such a public statement, and agrees not to unreasonably withhold its consent for Ecopia to make such a public statement, within thirty (30) days of such a request, unless End User is prohibited by law from providing such consent.
6.2 PUBLICATIONS BY END USER. In any public announcement, marketing material, visualization, or demonstration made by End User, in which End User disseminates any information to any third parties regarding End User’s use of the Ecopia Products, or in which the Ecopia Products are presented, whether in whole or in part, End User shall reference Ecopia as the creator of the Ecopia Products. In the case of a Derivative, End User shall reference Ecopia as the provider of the source data of the Derivative.
7. COMPLIANCE WITH LICENSE TERMS. Upon Ecopia’s written request, and not more than once per calendar year, End User shall certify its compliance with these License Terms. Ecopia reserves the right to terminate these License Terms for non-compliance in accordance with Article 11 of these License Terms.
8. INDEMNIFICATION BY END USER. End User shall defend, indemnify and hold harmless Ecopia from and against any claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out or in relating to End User’s use of the Ecopia Products.
9. DISCLAIMER. THE ECOPIA PRODUCTS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION, CONTENT OR RESULTS, OR CONDITIONS ARISING UNDER ANY OTHER LEGAL REQUIREMENT. NEITHER ECOPIA NOR ITS LICENSORS WARRANT THAT THE ECOPIA PRODUCTS WILL BE ACCURATE, CURRENT OR COMPLETE, THAT THE ECOPIA PRODUCTS WILL MEET END USER’S NEEDS OR EXPECTATIONS, OR THAT THE OPERATION OF THE ECOPIA PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED. FURTHER, SPATIAL AND TEMPORAL ACCURACY IS NOT GUARANTEED.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL ECOPIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, FOR EXAMPLE, ANY INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, LOSS OF REVENUES OR PROFITS (WHETHER CHARACTERIZED AS DIRECT OR INDIRECT LOSS), LOSS OF GOODWILL OR REPUTATION, LOSSES DUE TO INTERRUPTION OR DELAY, LOSSES DUE TO LOSS OF DATA OR BREACH OF SYSTEM SECURITY, OR COSTS OF REPLACEMENT GOODS OR SERVICES, WHETHER OR NOT SUCH LOSSES WERE FORESEEABLE AND WHETHER OR NOT THE POSSIBILITY OF SUCH LOSSES HAS BEEN DISCLOSED TO ECOPIA IN ADVANCE, AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE LICENSE TERMS OR ANY REMEDY PROVIDED UNDER THESE LICENSE TERMS. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ECOPIA AND ITS LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE ECOPIA PRODUCTS EXCEED THE FEES ACTUALLY PAID BY END USER FOR THE ECOPIA PRODUCTS IN THE TWELVE MONTHS PRECEDING THE DATE OF THE EVENT THAT IS THE BASIS FOR THE FIRST CLAIM, OR $10 CAD, WHICHEVER IS HIGHER. THE LIMITATIONS SET FORTH IN THIS ARTICLE 10 APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER CONTRACT, TORT AND STATUTORY CLAIMS.
11. TERMINATION AND EFFECT OF TERMINATION
11.1 TERMINATION. Ecopia may terminate these License Terms upon written notice to End User if Ecopia has reason to believe End User has materially breached these License Terms.
11.2 EFFECT OF TERMINATION. Upon termination of these License Terms, all rights granted to End User under these License Terms will immediately cease, and End User shall, and shall cause all Authorized Users to (a) cease all use of the Ecopia Products and any Derivatives, (b) permanently delete or destroy all copies the Ecopia Products and any Derivatives, and (c) certify to Ecopia in writing, upon request, that the foregoing has occurred. Notwithstanding anything to the above, End User is not required to delete or destroy, and is permitted to retain, Derivatives of the Ecopia Products that do not contain the geospatial coordinate information of the Ecopia Products and cannot be used to reverse-engineer the geospatial coordinate information of the Ecopia Products (e.g., reports and documentation).
11.3 SURVIVAL. The duties and obligations of the parties under Articles 4 (License Restrictions), 5 (Intellectual Property), 7 (Compliance), 8 (Indemnity), 9 (Disclaimer), 10 (Limitation of Liability), , and 12 (General Terms) and Sections 11.2 (Effect of Termination) and 11.3 (Survival), of these License Terms will survive termination of these License Terms.
12. GENERAL TERMS
12.1 ENTIRE AGREEMENT. These License Terms and any applicable Additional Terms constitute the entire agreement between the parties with respect to use of the Ecopia Products contemplated herein and supersede all previous and contemporaneous agreements, understandings and arrangements, whether oral or written.
12.2 ASSIGNMENT. End User may not transfer or assign any of its rights or delegate any of its obligations under these License Terms, in whole or in part, and including any transfers by operation of law, without the prior written consent of Ecopia. Any attempted assignment or transfer in violation of this Section 12.2 will be null and void. Assignment will not relieve the assignor of any obligations that accrue under this Agreement prior to any such assignment.
12.3 AMENDMENT. These License Terms may be amended by Ecopia from time-to-time. Ecopia will provide at least 30 days advance notice of changes to these License Terms that may materially adversely impact your use of the Ecopia Products. All other changes will be effective as soon as the amended License Terms are posted to our website. If you do not agree to the changes, you must stop using the Ecopia Products, and follow the procedures set out in Section 11.2 of these License Terms.
12.4 WAIVER. The failure or delay by a party to require performance of any provision of these License Terms does not constitute a waiver. The waiver by a party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or a different right or remedy in a subsequent instance.
12.5 SEVERABILITY. If any provision of these License Terms is invalid, illegal or unenforceable, that provision will be deemed to be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision.
12.6 COMPLIANCE WITH LAWS. End User is responsible for its own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and these License Terms, including any applicable export control laws and regulations of Canada.
12.7 GOVERNING LAW AND DISPUTE RESOLUTION. All matters arising out of or relating to these License Terms will be governed by and construed under the laws of the Province of Ontario and applicable Canadian federal law, without regard to any conflict of laws rules. Each party hereby irrevocably submits to the exclusive jurisdiction of the provincial and federal courts situated in Ontario, and any proceedings must be commenced in the provincial courts or federal courts located in Toronto, Ontario, Canada.
12.8 NOTICES. All notices of termination or breach must be in writing in English and addressed to the other party’s legal department or posted on the Ecopia Platform. Notice is treated as given upon receipt, as verified by written or automated receipt or electronic log, as applicable.
12.9 CONTROLLING LANGUAGE. These License Terms are drafted in the English language only. English will be the controlling language in all respects, and all versions of these License Terms in any other language are for accommodation only and will not be binding on the parties.
12.10 INTERPRETATION. As used in these License Terms, and unless the context otherwise requires: (a) words expressed in the singular shall include the plural and vice versa; (b) the word “or” between two or more alternatives does not imply mutual exclusivity; and (c) the words “include”, “including”, “includes”, and “included”, when used, are deemed to be followed by the words “without limitation”. Unless expressly defined otherwise, the word “day” or “days” shall mean calendar days.
13. DEFINITIONS
“Commercial Purpose” means any purpose related to (a) using the Ecopia Products or Derivatives in any materials or services for sale, or for which fees or charges are paid or received or for which fees or charges would otherwise customarily be paid or received, or (b) using or accessing the Ecopia Products or Derivatives for the business needs of any third party.
“Copyright” means any copyrights, works of authorship and copyrightable works, including software, data and databases, website and other content, and documentation, and applications, registrations, and renewals in connection therewith.
“Derivative” means any modification, transformation, or adaptation of or to the Ecopia Products, including, for example, reformatting of the Ecopia Product into a different format or media from which it is delivered to End User, visualizations of the Ecopia Products, and any extraction of data, any analysis, insights, or information gained from the Ecopia Products.
“Ecopia Platform” means the online web portal made available by Ecopia for the delivery of the Ecopia Products along with any incidental companion services.
“Government Purpose” means any purpose engaged in by the End User for the public good. Government Purposes include sharing statistics, insights, and analysis, in the form of reports or other documentation, with other government organizations and with the public. However, Government Purposes do not include redistributing the Ecopia Products to any other government organization, or to the public, and does not include redistributing any Derivatives of the Ecopia Products, to other government organizations or to the public, that contain the geospatial coordinate information of the Ecopia Products, or which could be used to reverse-engineer the geospatial coordinate information of the Ecopia Products. Any other government organization wishing to use or access the Ecopia Products must execute a Government Agency Acknowledgement with Ecopia.
“Intellectual Property Rights” means any and all rights with respect to any Patents, Trademarks, Copyrights, or Miscellaneous IP, throughout the world.
“Miscellaneous IP” means any trade secrets or know-how, information, or technology of any kind, including personal information and related data, processes, procedures, research and development, ideas, concepts, inventions (whether patentable or unpatentable), formulas, algorithms, compositions, production processes and techniques, technical data, designs, drawings, specifications, research records and records of inventions.
“Patent” means any patents, patent applications, including provisional applications, reissuances, continuations, continuations-in-part, divisionals, revisions, extensions, re-examinations, rights of priority, and all similar or equivalent rights or forms of protection in any part of the world.
“Ecopia Products” means those products licensed by Ecopia to End User.
“Term” means that period of time that End User is entitled to use the Ecopia Products as set forth in Article 3 of these License Terms.
“Trademark" means any trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights and all similar or equivalent rights or forms of protection in any part of the world.