This license applies to the U-Dig-It platform's software and technology. It is incorporated by reference into our Terms of Service. By using the platform, you agree to these terms where applicable.
PROPRIETARY SOFTWARE LICENSE
Copyright (c) 2021–2026 U-Dig It Rentals Inc. All rights reserved.
This repository contains the source code for the U-Dig-It platform (the "Software"),
an equipment rental marketplace operated by U-Dig It Rentals Inc. ("Licensor").
By accessing this repository or the Software, you acknowledge that you have read
this license and agree that any use of the Software is subject to these terms.
The current version of this license is published in this repository.
TABLE OF CONTENTS
1. Ownership and Intellectual Property 12. Governing Law and Jurisdiction
2. No License Granted 13. Severability
3. Restrictions 14. Survival
4. Confidentiality 15. Assignment; Binding Effect
5. Trademarks 16. Entire Agreement
6. Feedback 17. Modification of License
7. Platform Use; Privacy 18. Termination of Any Permitted Use
8. Third-Party Components 19. Time Limit for Claims
9. Export and Compliance 20. No Partnership or Agency
10. Disclaimer of Warranty 21. Indemnification
11. Limitation of Liability 22. Audit
23. Equitable Relief 24. No Waiver 25. Cumulative Remedies
26. No Third-Party Beneficiaries 27. Force Majeure 28. Attorneys' Fees
29. Headings 30. Language 31. Construction
DEFINITIONS
"Affiliates" means, with respect to a party, any entity that directly or
indirectly controls, is controlled by, or is under common control with that
party (where "control" means ownership of more than 50% of the voting
securities or the power to direct management or policies). "Software" means
the source code, object code, documentation, configuration files, and all
other materials in this repository (excluding third-party components
identified in package manifests and their own notices). "You" and "your"
mean any individual or entity accessing, viewing, or otherwise encountering
the Software. In this license, "including" means "including without
limitation". Unless the context requires otherwise, the singular includes the
plural and the plural includes the singular.
1. OWNERSHIP AND INTELLECTUAL PROPERTY
Licensor owns all right, title, and interest in and to the Software,
including without limitation all intellectual property rights, the
technology used to create the Software, and any copies, modifications,
or derivative works that contain or are based on the foregoing. The
Software is protected by copyright, trademark, trade secret, and other
intellectual property laws. No title or ownership in the Software is
transferred to you. All rights not expressly granted (and none are
granted hereunder) are reserved. You may not acquire any rights in the
Software except under a separate written agreement signed by Licensor.
2. NO LICENSE GRANTED
Nothing in this repository grants any license or right to use, copy,
modify, merge, publish, distribute, sublicense, sell, or create
derivative works of the Software. No licenses or rights are granted to
you by implication or otherwise under any intellectual property rights
owned or controlled by Licensor, except as may be set out in a separate
written license agreement signed by Licensor. Unauthorized use, copying,
distribution, or disclosure is prohibited and may result in civil and
criminal liability.
3. RESTRICTIONS
Without prior written permission from Licensor, you may not:
(a) use, copy, modify, merge, publish, distribute, sublicense, sell,
rent, lease, loan, resell, assign, transfer, or otherwise commercially
exploit the Software or any part of it;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to
derive the source code or the underlying ideas, algorithms, structure,
or organization of the Software;
(c) circumvent or disable any security or other technological features or
measures of the Software, or gain or attempt to gain unauthorized
access to the Software or any system or network connected to it;
(d) remove, alter, or obscure any copyright, trademark, watermark, or other
proprietary rights notice on or in the Software;
(e) use the Software to develop or operate a competing or substantially
similar product or service;
(f) disclose the Software or any part of it to any third party; or
(g) use the Software for any purpose other than as expressly permitted
under a separate written license agreement with Licensor (and no such
permission is granted by this document);
(h) use the Software to harm any person or entity, distribute malware or
harmful code, or violate any third-party rights (including
intellectual property, privacy, or publicity rights); or
(i) combine, integrate, or use the Software in a manner that would subject
the Software or any part of it to any open source, copyleft, or
similar licensing obligation.
4. CONFIDENTIALITY
The Software and any related documentation, product designs, know-how,
and technical information constitute confidential information and trade
secrets of Licensor. You must hold the Software in strict confidence and
not disclose it to any person or entity except as expressly permitted in
a separate written agreement with Licensor. You must use at least the same
degree of care to protect the Software as you use for your own confidential
information of like kind, but in no event less than reasonable care.
5. TRADEMARKS
This license does not grant any right to use Licensor's trade names,
trademarks, service marks, logos, or product names (including "U-Dig-It",
"U-Dig It Rentals", and related marks). All such rights are reserved.
6. FEEDBACK
If you provide Licensor with any feedback, ideas, suggestions, or
recommendations regarding the Software or its use (collectively,
"Feedback"), you grant Licensor all right, title, and interest in and to
such Feedback (including all intellectual property rights therein).
Licensor may use Feedback for any commercial or other purpose without
obligation or compensation to you.
7. PLATFORM USE; PRIVACY
Use of the U-Dig-It platform (website, mobile applications, and related
services) is governed by the Terms of Service and related policies
published at udigit.ca. Those terms apply to use of the service, not to
the source code in this repository. Disputes, claims, arbitration, class
action waiver, indemnity, limitation of liability, and other rights and
obligations relating to your use of the platform are set out in those
Terms of Service and related policies. Any personal or other data
processed in connection with the platform or the Software is governed by
the Privacy Policy published at udigit.ca/privacy.
8. THIRD-PARTY COMPONENTS
This project may include or depend on third-party software subject to
separate licenses. Such components are identified in package manifests
(e.g., package.json) and related documentation. Your use of those
components is governed by their respective licenses, not by this license.
Licensor has no obligation to provide updates, patches, enhancements, or
new versions of the Software; any such materials, if provided, are
subject to this license.
9. EXPORT AND COMPLIANCE
You may not use, access, download, export, re-export, or transfer the
Software (or any portion of it) in violation of any applicable export
control, sanctions, or trade laws, including those of Canada, the United
States, and any other applicable jurisdiction. You represent that you are
not located in, organized under the laws of, or a resident of any
restricted country or region, and are not on any list of prohibited or
restricted parties. You will use the Software only for lawful purposes
and in compliance with all applicable laws and regulations. If the
Software is acquired by or on behalf of any government entity, it is
licensed as commercial software and use, duplication, and disclosure are
subject to this license and applicable government regulations.
10. DISCLAIMER OF WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED
"AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY,
AND SECURITY. LICENSOR DISCLAIMS ANY WARRANTY THAT THE SOFTWARE WILL BE
UNINTERRUPTED, ERROR-FREE, OR SECURE.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
LICENSOR, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS
INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS
LICENSE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL LICENSOR'S AGGREGATE LIABILITY EXCEED THE GREATER OF ONE
HUNDRED CANADIAN DOLLARS (CAD $100) OR THE AMOUNT YOU PAID LICENSOR FOR
THE RIGHT TO USE THE SOFTWARE (IF ANY). SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS,
LICENSOR'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY
LAW.
12. GOVERNING LAW AND JURISDICTION
This license is governed by the laws of the Province of New Brunswick and
the federal laws of Canada applicable therein, without regard to conflict
of law principles. Any dispute arising out of or relating to this license
or the Software shall be subject to the exclusive jurisdiction of the
courts of the Province of New Brunswick.
13. SEVERABILITY
If any provision of this license is held to be invalid, illegal, or
unenforceable by a court of competent jurisdiction, the remaining
provisions shall remain in full force and effect. The invalid or
unenforceable provision shall be modified to the minimum extent necessary
to make it valid and enforceable while preserving the parties' intent, or
if modification is not possible, severed herefrom. The invalidity or
unenforceability of any provision in one jurisdiction shall not affect the
validity or enforceability of that provision in any other jurisdiction.
14. SURVIVAL
Sections 1 (Ownership), 2 (No License), 3 (Restrictions), 4
(Confidentiality), 5 (Trademarks), 6 (Feedback), 9 (Export), 10
(Disclaimer), 11 (Limitation of Liability), 12 (Governing Law), 13
(Severability), 18 (Termination), 19 (Time Limit for Claims), 20 (No
Partnership), 21 (Indemnification), 22 (Audit), 23 (Equitable Relief),
24 (No Waiver), 25 (Cumulative Remedies), 26 (No Third-Party
Beneficiaries), and 27 (Force Majeure) shall survive any termination or
expiration of any permission to use the Software.
15. ASSIGNMENT; BINDING EFFECT
You may not assign or transfer any right or obligation under this license
without the prior written consent of Licensor. Licensor may assign this
license and its rights and obligations without restriction. This license
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns.
16. ENTIRE AGREEMENT
This license constitutes the entire agreement between you and Licensor
regarding the Software and supersedes any prior or contemporaneous
communications, except as set out in a separate written license agreement
signed by Licensor.
17. MODIFICATION OF LICENSE
Licensor may modify this license at any time. The current version is
published in this repository. Your continued access to the Software or
this repository after the modified license is published constitutes
acceptance of the modified terms. If you have a separate written license
agreement with Licensor, that agreement may specify how changes to these
terms apply.
18. TERMINATION OF ANY PERMITTED USE
Any permission to use the Software that may be granted under a separate
written agreement with Licensor may be terminated by Licensor at any time,
with or without cause. Upon termination, you must immediately cease all
use of the Software and destroy or return all copies of the Software in
your possession or control.
19. TIME LIMIT FOR CLAIMS
To the maximum extent permitted by applicable law, any claim or cause of
action arising out of or relating to this license or the Software must be
brought within twelve (12) months of the date the claim accrued or the basis
for it became known (or reasonably could have been known) to you, or it is
permanently barred.
20. NO PARTNERSHIP OR AGENCY
This license does not create, and shall not be construed to create, a
partnership, joint venture, agency, employment, or fiduciary relationship
between you and Licensor. You have no authority to bind Licensor.
21. INDEMNIFICATION
To the maximum extent permitted by applicable law, you agree to indemnify,
defend, and hold harmless Licensor and its affiliates, directors, officers,
employees, and agents from and against any and all claims, damages, losses,
liabilities, costs, and expenses (including reasonable attorneys' fees)
arising out of or relating to (a) your breach of this license, (b) your
unauthorized use, copying, disclosure, or distribution of the Software, or
(c) any claim that your use or misuse of the Software caused harm to a
third party. You will cooperate fully in the defense of any claim subject
to this indemnification. You may not settle any such claim without
Licensor's prior written consent.
22. AUDIT
If you are granted a separate written license to use the Software, Licensor
may audit your compliance with that license and this license upon
reasonable notice.
23. EQUITABLE RELIEF
You acknowledge that breach of this license may cause Licensor
irreparable harm for which monetary damages may be an inadequate remedy.
Licensor is entitled to seek injunctive relief, specific performance,
and other equitable remedies (without the need to post bond or prove
actual damages) in addition to any other remedies available at law or
in equity.
24. NO WAIVER
Licensor's failure to enforce any provision of this license shall not
constitute a waiver of that provision or any other provision. No failure
or delay by Licensor in exercising any right or remedy under this license
shall operate as a waiver of that right or remedy. No waiver shall be
effective unless in writing and signed by Licensor.
25. CUMULATIVE REMEDIES
The remedies set forth in this license are cumulative and in addition to
any other remedies available to Licensor at law or in equity. No remedy
is intended to be exclusive of any other remedy.
26. NO THIRD-PARTY BENEFICIARIES
This license is for the sole benefit of the parties. Nothing herein shall
confer any right, benefit, or remedy of any nature on any third party.
There are no third-party beneficiaries to this license.
27. FORCE MAJEURE
Licensor shall not be liable for any failure or delay in performing any
obligation under this license (if any) where such failure or delay
results from circumstances beyond its reasonable control, including
act of God, war, terrorism, pandemic, epidemic, government action or
order, labour dispute, strike, failure of infrastructure, or failure of
third-party services (including hosting, payment, or communications
providers).
28. ATTORNEYS' FEES
In any action or proceeding to enforce or interpret this license, the
prevailing party shall be entitled to recover its reasonable attorneys'
fees and costs from the non-prevailing party.
29. HEADINGS
Section headings are for convenience only and do not affect the
interpretation of this license.
30. LANGUAGE
This license is in the English language. Any translation is provided for
convenience only. In the event of a conflict between the English version
and any translation, the English version prevails.
31. CONSTRUCTION
The word "or" is not exclusive. The word "will" is used in the imperative
sense. References to "this license" include any permitted modification.
Unless the context requires otherwise, references to sections are to
sections of this license.
For licensing inquiries, contact the operator via the platform at udigit.ca.