© Copyright 2002-2026 Tutelar Technologies Inc.

You may not copy this software or use it for other projects or purposes

without the express written consent of Tutelar Technologies Inc.

Ujigami™ Software License Agreement for Shumate

Software License Agreement

This Software License Agreement ("Agreement") is a legal contract between Shumate ("Licensee"), and Tutelar Technologies Inc. ("Licensor") for the software product entitled Ujigami™ ("Software") which is being provided by Licensor to Licensee for Licensee's internal use with their Software project initially implemented May 2026.

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIAL MUST BE DESTROYED AND NOT USED FOR ANY PURPOSE.

SOFTWARE LICENSE

1. License Grant. The Software is licensed, not sold. Contingent upon maintaining a current Software Maintenance and Support Agreement, Licensor hereby grants to Licensee, and by accepting this Agreement in a manner described above, Licensee accepts, a nonexclusive license to use the Software only as authorized in this Agreement. Licensee agrees that the Software is for internal use at the Shumate facility for the Software project initially installed May 2026, and may not be used for any other project or purpose without express written consent from Licensor.

Licensor further grants Licensee the right to reproduce the Software solely for the purposes of Licensee's internal use of the Software on computers owned, leased, or otherwise controlled by Licensee in order to support its internal use of the Software for the purpose specified above. Any copies of the Software or related user documentation shall include Licensor's copyright, trademark, and other protective notices. Licensor expressly denies Licensee any and all other rights.

Licensee agrees that it will not assign, sublicense, transfer, pledge, lease, rent, or share its rights under this Agreement. Licensee agrees that the Software contains proprietary information and agrees not to disclose any information regarding the Software to Licensor's competitors or any other third party during the term of this license or thereafter.

Licensee agrees that it has no other rights in relation to the Software, this Agreement, and any other agreements between the Licensee and Licensor for the purchase and use of the Software. Any future Software additions, upgrades, and features shall also be covered under this Agreement.

2. Licensor's Rights. The Software and related user documentation are proprietary products of Licensor protected under Canadian copyright law. All right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with Licensor. This Agreement does not convey to Licensee an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this Agreement.

3. Data Ownership. The Software permits the Licensee to store, view, and share data. Licensor does not claim ownership of this data. All data is owned by Licensee and Licensee is responsible for the data. Licensee shall provide Licensor access to the Software and all data for the purposes of any support and ensuring compliance to the terms of this Agreement.

4. Updates to the Software. In order to ensure the best user experience, Licensor may make updates available to the Software. Licensor may check Licensee's current version of the Software, and may require installation of Software updates or configuration changes to Licensee's system. Updates may be subject to new Software terms based on the nature of the changes and to incorporate new industry standards. Licensor is not obligated to make any Software update available and Licensor does not guarantee that the installed version of the Software will be supported after a Software update is available.

5. No Warranties. The Software is provided "AS IS," without any representation or warranty whatsoever.
LICENSEE BEARS THE ENTIRE RISK OF USING THE SOFTWARE. LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, GUARANTEES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability. Licensee assumes the entire risk of using the Software. Licensee agrees and acknowledges that it is in a better position to foresee and evaluate any potential damage or loss it may suffer in connection with the Software and Services and that the fees payable under this Agreement have been calculated on the basis that Licensor shall exclude any and all liability.
LICENSEE CAN RECOVER FROM LICENSOR DIRECT DAMAGES UP TO THE AMOUNT PAID DURING THE PREVIOUS TWELVE MONTHS UNDER THIS AGREEMENT. IN NO EVENT WILL LICENSEE BE ABLE TO RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST DATA, OR CLAIM BY ANY THIRD PARTY. These limitations and exclusions apply even if this remedy doesn't fully compensate Licensee for any losses or fails of its essential purpose or if Licensor knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to the Software, this Agreement, any services, or software related to any services.

7. Indemnity. Licensor will indemnify Licensee against any third party loss or damage caused by copyright or trademark infringement in Licensee's use of the Software.

Licensee hereby agrees to indemnify and hold harmless Licensor, its subsidiaries, directors, employees, affiliates, agents or subcontractors, from any and all manner of actions, causes of action, suits, claims and demands of every nature whatsoever as against Licensor, including but not limited to claims arising by reason of death, bodily injury, injury to property, or other loss or damage.

8. Termination. Licensor may terminate this Agreement upon breach of any provision of this Agreement. Licensee may terminate this license by ceasing its use of the Software. Upon termination of this Agreement, the Licensee must destroy the Software, including any manuals or other written material accompanying the Software, as well as any copies made in accordance with this Agreement.

9. Miscellaneous. This section, and sections 3, 7, and those that by their terms apply after the Agreement ends are non revocable and will survive any termination or cancellation of this Agreement. Licensor may assign this Agreement, in whole or in part, at any time without notice to Licensee. This Agreement is the entire agreement between Licensee and Licensor for the Software and its use. This Agreement supersedes any prior and future agreements, orders, quotations, proposals and other communications relating to the Software and there are no other understandings or agreements, verbal or otherwise, in relation hereto that exist between Licensee and Licensor. All parts of this Agreement apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that parts of this Agreement cannot be enforced as written, Licensor may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement won't change. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

10. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the Province of Ontario.