1. Terms and Conditions. These terms and conditions of sale (these “Terms”) and this quote are the only terms which govern the sale of the product (“Product”) by Solid Caddgroup Inc. (“SolidCAD”) to the customer (“Buyer”) named in this quote. Buyer’s acceptance of this quote confirms Buyer’s complete and irrevocable acceptance of these Terms without any amendment, change, supplement, or addition. SolidCAD’s reference to or inclusion of Buyer’s purchase order number on SolidCAD’s invoices, statements, emails, or correspondence does not, and will not, represent or constitute SolidCAD’s acceptance of any terms or conditions in Buyer’s purchase order. At all times this quote and these Terms will be the only terms and conditions applicable to Buyer’s purchase order. In these Terms Buyer’s “purchase order” means purchase orders, order confirmations, or similar documents issued by Buyer to SolidCAD for the Product.

2. Entire Agreement. This quote and these Terms (collectively, this “Agreement”) comprise the entire agreement between SolidCAD and Buyer for the Product, and supersede any prior agreements, negotiations, representations, warranties, and communications, both written and oral, in respect of the Product. No terms or conditions of Buyer are part of this Agreement unless they are expressly set forth in this Agreement. Therefore, any terms or conditions in Buyer’s purchase order, correspondence, emails, or other documents are not, and will not be, part of this Agreement regardless of whether or when Buyer submits or has submitted its purchase order or such terms or conditions. SolidCAD’s fulfilment of Buyer’s order is not, and does not constitute, acceptance of any of Buyer’s terms and conditions and does not amend or change this Agreement. No unilateral action by either party may alter this Agreement.

3. Amendment. This Agreement may only be amended, changed, supplemented, or added to in a written amendment that specifically states it amends this Agreement and is signed by an authorized representative of SolidCAD and Buyer.

4. Limited Cancellation. Subject to the initial fifteen day cancellation period specified in SolidCAD’s quote, this Agreement cannot be cancelled or terminated by Buyer for any reason whatsoever. If Buyer does not cancel this Agreement within that fifteen day period, Buyer is thereafter obligated to pay the total price for the Product in accordance with the provisions of this Agreement.

5. Annual Payments. Buyer shall pay SolidCAD the total price for the Product (“Purchase Price”) plus applicable Taxes in three annual instalments (each, an “Instalment”) as specified in this quote without deduction or set-off. Each Instalment will be billed in advance and is due and payable within thirty days after SolidCAD issues its invoice for the Instalment. The first Instalment is due and payable within thirty days after SolidCAD issues its initial invoice. For the second and third Instalments, SolidCAD may issue its invoice up to thirty days in advance of the anniversary date of this Agreement.

“Taxes” means all harmonized sales tax, goods and services tax, provincial sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer.

6. Late Payment – Interest. Without prejudice to any other rights or remedies of SolidCAD and regardless of any prior forbearance, if any Instalment or the unpaid balance of the Purchase Price is not paid when due (whether on its annual due date, by acceleration, or otherwise) that amount shall bear interest from the date on which that amount is due until that amount is paid in full at the rate of twenty-four percent per annum.

7. Late Payment – Other Remedies. Buyer’s access to and use of the Product is contingent on Buyer’s timely payment of all Instalments and Taxes. Without prejudice to any other rights or remedies of SolidCAD and regardless of any prior forbearance, if an overdue Instalment is not received by SolidCAD within fifteen days after written notice to Buyer from SolidCAD:

(a) Buyer’s right to access and use the Product will be immediately suspended, and Buyer shall immediately cease all access to and use of the Product;

(b) SolidCAD may, at its option, take any measures required to prevent or disable Buyer’s access to and use of the Product without incurring any obligation or liability to Buyer. SolidCAD’s exercise of this right and remedy will not relieve Buyer of its obligations and liabilities under sections 6 and 7;

(c) SolidCAD may, at its option, declare the entire unpaid balance of the Purchase Price (“Purchase Price Balance”) immediately due and payable (and, for certainty, the Purchase Price Balance shall thereafter bear interest at the rate specified in section 6); and

(d) SolidCAD may, at its option, immediately terminate this Agreement. Upon termination Buyer’s right to access and use the Product shall terminate. Any termination of this Agreement will not relieve Buyer of its obligations and liabilities under sections 6 and 7.

8. Costs Indemnity. Buyer shall indemnify, hold harmless, and defend SolidCAD against any liability, loss, damages, claims, cost, or expense in respect of any breach or default of Buyer under this Agreement. Without limiting the preceding sentence, Buyer shall reimburse SolidCAD for all costs incurred in (a) collecting any overdue payments and related interest, and (b) enforcing this Agreement; including, without limitation, legal fees, legal costs, court costs, and collection agency fees.

9. Cumulative Remedies. The rights and remedies of SolidCAD under this Agreement are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies available by this Agreement, by law, at equity, or otherwise. All such rights and remedies shall continue in full force and effect until SolidCAD has received full payment of all amounts owing by Buyer under this Agreement.

10. Waiver. No waiver by SolidCAD of any breach or default by Buyer or exercise of a right or remedy of SolidCAD shall be a waiver of any preceding or subsequent breach or default or exercise of a right or remedy.

11. Forbearance. Any forbearance by SolidCAD in exercising any right or remedy under this Agreement or otherwise afforded by applicable law shall not be a waiver of or preclude the exercise of that or any other right or remedy. SolidCAD’s acceptance of any payment after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver of SolidCAD’s right to require prompt payment when due of all other payments or to exercise any right or remedy with respect to any failure to make prompt payment.

12. Change of Reseller. If Buyer changes the reseller of record for the Product with Autodesk, Buyer’s obligations and liabilities under this Agreement will not be affected thereby and Buyer will remain liable for the timely payment of all amounts due and payable under this Agreement.

13. Autodesk License Agreement. The Product is owned and licensed by Autodesk. This Agreement is a contract for the sale by SolidCAD and the purchase by Buyer of a license entitlement under Autodesk’s License and Services Agreement. Buyer will be separately legally bound by Autodesk’s License and Services Agreement.

14. Governing Law. This Agreement shall be governed by the laws of Ontario.

15. Headings. Headings in this Agreement are for convenience only and do not form part of this Agreement or affect its interpretation.

16. Notices. All notices given in connection with this Agreement will be in writing and will be effectively given if personally delivered to a party (or to an officer or director of a corporate party), delivered by hand to the address of the party set forth in this Agreement, or sent by email as a PDF attachment to the email address of the party set forth in this Agreement. A party may change its address or email address by a written notice to the other party.

17. Severability. If any term or condition of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or condition of this Agreement or invalidate or render unenforceable such term or condition in any other jurisdiction.

18. Limitations on Liability. SolidCAD will not have any liability to Buyer in respect of this Agreement for any loss of profits or revenue; business interruption or loss of use; cost of procurement of substitute goods or services; loss or deletion of data; or incidental, special, indirect, consequential or punitive damages. In addition, the aggregate liability of SolidCAD will in no event exceed the Purchase Price. These limitations on liability will apply to the maximum extent permitted by applicable law to any damages or other liability, however caused and regardless of the theory of liability and even if SolidCAD has been informed in advance of the possibility of such damages.

19. Successors and Assigns. Buyer shall not be entitled to assign or transfer this Agreement or any of its rights and obligations under this Agreement except (a) as may be approved in writing by SolidCAD and on terms that the assignee or transferee covenants with SolidCAD to perform all obligations of Buyer under this Agreement. However, any assignment or transfer by Buyer will not release Buyer from any of its obligations under this Agreement. Subject to the preceding provisions of this section, this Agreement binds and benefits SolidCAD and Buyer and their respective successors and permitted assigns.

20. Choice of Language. The parties have required that this Agreement and all documents and notices resulting from it be drawn up in English. Les parties aux présents ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soit rédigés en la langue anglaise.