IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING ANY SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.
1. Definitions
“Software” means any software product provided by SoloSquid Inc. (“Licensor”), including all updates, modifications, documentation, and associated materials, as described in the applicable Product Schedule.
“Licensor” refers to SoloSquid Inc., a corporation organized under the laws of Canada.
“Licensee” refers to the business entity or organization that acquires a license to use the Software.
“Device” means a hardware system on which the Software is installed or used.
“Affiliate” means any entity controlling, controlled by, or under common control with Licensee.
“Permitted Users” means Licensee’s employees, contractors, or Affiliates authorized to use the Software under this Agreement.
“Product Schedule” means the appendix or schedule attached to this Agreement specifying product-specific terms, such as licensing model, maintenance, data handling, and integrations.
2. License grant
Licensor grants Licensee and its Permitted Users a non-exclusive, non-transferable, revocable license to install and use the Software for internal business purposes, subject to this Agreement and the applicable Product Schedule.
3. Restrictions
Licensee shall not, directly or indirectly:
- Reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code.
- Modify, adapt, translate, or create derivative works.
- Rent, lease, sublicense, distribute, sell, assign, or transfer the Software without consent.
- Circumvent or disable any license key, activation mechanism, or usage limitation.
- Install or use the Software on more Devices or users than permitted.
- Use the Software for any unlawful, high-risk, or unauthorized purpose.
4. License activation
Each license is tied to a unique device identifier and may not be transferred, cloned, or reactivated on another system without Licensor’s written consent. Any attempt to tamper with license enforcement mechanisms constitutes a material breach.
5. Ownership & intellectual property
The Software is licensed, not sold. Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights. No ownership rights are transferred to Licensee.
6. Support, maintenance & updates
Licensor will provide support and updates as described in the Product Schedule. Continued access requires payment of any Annual Maintenance Cost (AMC). Licensor may suspend support or terminate licenses for non-payment.
7. Audit rights
Licensor may, upon reasonable notice, audit Licensee’s Software usage. Audits may be conducted by Licensor or an independent third party under confidentiality obligations. Licensee must remedy any under-licensing within thirty (30) days of written notice.
8. Confidential information
Each party may receive confidential information (“Confidential Information”) from the other. Both parties agree to keep such information strictly confidential and use it solely for the purpose of fulfilling this Agreement. These obligations survive termination for five (5) years.
9. Data handling & privacy
The Software may collect metadata or event logs as described in the Product Schedule. Unless expressly stated, the Software does not process or store video or personal information. Licensee acts as data controller and must comply with applicable data protection laws (including GDPR, CPRA, or other regional laws).
10. Third-party components
Certain Software may interoperate with or include third-party products or SDKs. Licensee agrees to comply with their terms. Licensor disclaims liability for third-party products or services.
11. Security disclaimer
The Software is a data and event management tool. It is NOT a physical security system and does not guarantee prevention of unauthorized access or damage.
12. Warranty disclaimer
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, AND NON-INFRINGEMENT.
13. Limitation of liability
LICENSOR SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA. TOTAL LIABILITY SHALL NOT EXCEED LICENSE FEES PAID IN THE PRECEDING TWELVE (12) MONTHS.
14. Indemnification
Licensee shall indemnify and hold Licensor harmless from any claims or damages arising from (a) misuse of the Software, (b) breach of this Agreement, or (c) infringement caused by Licensee’s configurations or integrations.
15. Compliance with laws
Licensee shall comply with all applicable laws, including export control, trade sanctions, anti-corruption, and modern slavery regulations.
16. Export control and sanctions
Licensee shall not export, re-export, or transfer the Software in violation of any export laws, including those of Canada, the U.S., or other jurisdictions.
17. U.S. Government restricted rights
If acquired by or on behalf of a U.S. Government entity, the Software is provided with RESTRICTED RIGHTS under FAR 52.227-19 or DFARS 252.227-7013.
18. Force majeure
Licensor is not liable for delays or failures caused by circumstances beyond its control, including natural disasters, wars, or internet disruptions.
19. Assignment and hardware transfer
Licensee may assign this Agreement to an Affiliate with written notice. Transfer of a license due to hardware replacement requires prior written approval from Licensor.
20. Termination and survival
This Agreement terminates automatically upon breach. Sections 5, 8, 9, 11, 12, 13, 14, 15, 16, 19, and 20 shall survive termination.
21. Governing law & jurisdiction
This Agreement is governed by the laws of Ontario, Canada. Disputes shall be submitted to the courts of Ontario. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. Licensor may also pursue enforcement in other jurisdictions to protect IP or payment rights.
22. Change notification & version control
Licensor may update this EULA periodically. Changes become effective upon posting at https://www.solosquid.com/legal/eula. The version and effective date are displayed at the bottom of the online document.
23. Language
The parties confirm that it is their express wish that this Agreement and all related documents be drawn up in English only. Les parties confirment leur volonté expresse que le présent contrat et tous les documents qui s’y rattachent soient rédigés en anglais seulement.
24. Entire agreement
This Agreement and any Product Schedules constitute the entire understanding between the parties and supersede all prior versions or communications.
Product Schedule A – SQUIDSIGHT
License Model: Per-device, one-time purchase with AMC.
Data Handling: Camera metadata only, no video.
Third-Party Integrations: SightLogix Sight Sensor, SiteTracker, Genetec Security Center SDK.
Governing Law: Ontario, Canada – Courts.
Version Control
Version: 1.0
Effective Date: November 2025
Licensor: SoloSquid Inc.
Website: https://www.solosquid.com/eula
