TERMS AND CONDITIONS

Cicer One Technologies Inc. Terms and Conditions

PLEASE READ THESE TERMS and CONDITIONS CAREFULLY BEFORE ACCEPTING THEM.  BY CHECKING THE “ACCEPT” BOX YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THESE TERMS and CONDITIONS.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CHECK THE “ACCEPT” BOX.

 

1.
ACCESS AND USE OF THE SERVICES

1.1
Services.

1.1.1
We provide you services that enable access to
your SCUTE product outside of the local network to which the SCUTE product is
connected.  This automatic access is enabled globally.  Additionally, we
provide services that improve the features, security, and usability of your
SCUTE product. The Services, software and websites are provided via equipment
and resources located in Canada and other locations throughout the world and
you consent to having data that is your company name, address, phone, contact
information, and other data outlined in Service Descriptions, processed by us
in Canada and other locations throughout the world.

1.2
Service Description.

1.2.1
As a service to you we manage, only as required,
the connection of your external users and mobile carrier users to your SCUTE
product.  The information we transact on your behalf is encrypted by you
automatically and not accessible by Cicer One. This services allows your users
to connect directly to your SCUTE product.  No data, outside of standard
internet protocol communications information, is transacted or accessible by
Cicer One.   Additionally, Cicer One will provide updates to your SCUTE product
and device clients.   These updates may include fixes, user improvements, new
features, new applications, and security improvements.

1.3
Changes to Services.

1.3.1
We reserve the right to enhance or modify
features of our Services but will not materially reduce the core functionality
or discontinue any Services unless we provide you with prior written notice. We
may offer additional functionality to our standard Services, new applications,
or premium feature improvements for an additional cost.  Any new Services
offered for an additional cost will be presented for you to accept or decline.
Any additional Services you Order will be subject to these Terms.

2.
ORDERS, FEES AND PAYMENT

2.1
Orders.

2.1.1
By accepting these Terms & Conditions you
agree that you have ordered these Services.  These Services are invoiced to you
on an annual basis.  You may order Services using our then-current ordering
processes (“Order”).  All Orders are effective on the date you submit your
Order or the date on the signature block of the Order (“Effective Date”).
Acceptance of your Order may be subject to our verification and credit approval
process.

2.2
Fees and Payment.

2.2.1
You agree to pay all applicable, undisputed fees
for the Services as set forth on the invoice. Except as set forth in Section
14.6 below, any and all payments you make to us for access to the Services are
final. You agree that we may take steps to verify whether your payment method
is valid, charge your payment card or bill you for all amounts due for your use
of the Services, and automatically update your payment card information using
software designed to do so in the event your payment card on file is no longer
valid. You agree that your credit card information and related personal data
may be provided to third parties for payment processing and fraud prevention
purposes. We may suspend or terminate your Services if at any time we determine
that your payment information is inaccurate or not current, and you are
responsible for fees and overdraft charges that we may incur when we charge
your card for payment. We will not agree to submit invoices via any customer
procure-to-pay online portal or Electronic Data Interchange (EDI) portals. We
reserve the right to update the price for Services at any time after your
Initial Term, and price changes will be effective as of your next billing
cycle. We will notify you of any price changes by publishing on our website,
emailing, quoting or invoicing you.

2.2.2
Depending on where you purchased your SCUTE
product the payment for these Services may be invoiced annually by the
authorized reseller.  Your obligations under section 2.2.1 will apply whether
you are invoiced by the then current authorized reseller or by us.

2.2.3
From time to time there may be a change in the
authorized reseller in your region and your obligations under section 2.2.1
will apply and you receive invoices from the new authorized reseller.

2.3
Sales.

2.3.1
Promotional Offers, Coupons and Pricing. Sales,
promotions and other special discounted pricing offers are temporary and, upon
the renewal of your subscription, any such discounted pricing offers may
expire. We reserve the right to discontinue or modify any coupons, credits,
sales and special promotional offers in our sole discretion.

2.4
Disputes.

2.4.1
You must notify us of any fee dispute within 15
days of the invoice date, and once resolved, you agree to pay those fees within
15 days. We may also suspend or terminate your Services if you do not pay
undisputed fees, and you agree to reimburse us for all reasonable costs and
expenses incurred in collecting delinquent amounts.

2.5
Taxes and Withholding.

2.5.1
You are responsible for all applicable sales,
services, value-added, goods and services, withholding, tariffs, Universal
Services Fund (USF) fees  and similar taxes (collectively, “Taxes”) imposed by
any government entity or collecting agency based on the Services, except those
Taxes based on our net income, or Taxes for which you have provided an
exemption certificate. We reserve the right to gross up the price for Services
in any invoice, or require you to gross up your payment, if your withholding
obligations prevent us from receiving the amount specified in the Order.
Additionally, if you do not satisfy your Tax obligations, you agree that you
will be required to reimburse us for any Taxes paid on your behalf, and we may
take steps to collect Taxes we have paid on your behalf. In all cases, you will
pay the amounts due under this Agreement to us in full without any right of
set-off or deduction.

3.
Restrictions on Use

3.1
Restrictions on Use.  You shall use the SCUTE product and Application strictly in
accordance with the terms of the Related Agreements and shall not: (a)
decompile, reverse engineer, disassemble, attempt to derive the source code of,
or decrypt the Application; (b) make any modification, adaptation, improvement,
enhancement, translation or derivative work from the Application; (c) violate
any applicable laws, rules or regulations in connection with Your access or use
the Application; (d) remove, alter or obscure any proprietary notice (including
any notice of copyright or trademark) of Company or its affiliates, partners,
suppliers or the licensors of the Application; (e) use the Application for any
revenue generating endeavour, commercial enterprise, or other purpose for which
it is not designed for intended; (f) use the Application for creating a
product, service or software that is, directly or indirectly, competitive with
or in any way a substitute for any services, product or software offered by
Company; (g) use the Application to send automated queries to any website or to
send any unsolicited commercial e-mail; or (h) use any proprietary information
or interfaces of Company or other intellectual property of Company in the
design, development, manufacture, licensing or distribution of any
applications, accessories or devices for use with the Application.

4.
Intellectual Property Rights

4.1
Rights to Application. You acknowledge and agree that the SCUTE product and Application
and all copyrights, patents, trademarks, trade secrets and other intellectual
property rights associated therewith are, and shall remain, the property of
Company.  Furthermore, You acknowledge and agree that the source and object
code of the Applications and the forma, directories, queries, algorithms, structure
and organization of the Application are the intellectual property and
proprietary and confidential information of Company and its affiliates,
licensors and suppliers. Except as expressly stated in this License, You are
not granted any intellectual property rights in or to the Application by
implication, estoppel or other legal theory, and all rights in and to the
Application not expressly granted in this License are hereby reserved and
retained by Company.

4.2
Third Party Software.  The Application may utilize or include third party software that
is subject to open source and third party license terms (“Third Party
Software”). You acknowledge and agree that Your right to use such Third Party
Software as part of the Application is subject to and governed by the terms and
conditions of the open source or third party license applicable to such Third
Party Software, including, without limitation, any applicable acknowledgements,
license terms and disclaimers contained therein. In the event of a conflict
between the terms of this License and the terms of such open source or their
party licenses, the terms of the open source or third party licenses shall
control with regard to Your use of the relevant Third Party Software. In no
event, shall the Application or components thereof be deemed to be “open
source” or “publicly available” software.

4.3
Company’s Marks.  You are not authorized to use the Company trademarks in any
advertising, publicity or in any other commercial manner with the prior written
consent of Company, which may be withheld for any or no reason.

4.4
Infringement Acknowledgement. You and Company acknowledge and agree that, in the event of a third
party claim that the Application or Your possession or use of the Application
infringes any third party’s intellectual property rights, You (and not Company)
will be responsible for the investigation, defense, settlement and discharge of
any such claim of intellectual property infringement. You will, however,
promptly notify Company in writing of such a claim.

5.
Restriction on Transfer. You may not rent, lease, lend, sublicense or transfer the
Application, this License or any of the rights granted hereunder. Any attempted
transfer in contravention of this provision shall be null and void and of no
force or effect.

6.
Use of Information

6.1
Consent to Use Information. You here by authorize and consent to the collection, storage and
use, by Company, of any information and data related to or derived from Your
use of the Application, and any information or data that You provide to Company
and its affiliates, partners and licensor (“information”).

6.2
Privacy Policy. You represent that You shall comply with the terms and conditions
of the Company Privacy Policy, which sets forth and describes the practices of
Company with respect to the collection, use and disclosure of Information in
connection with Your use of the Application.  Company reserves the right to
change the provisions of its Privacy Policy at any time and from time to time
at its sole discretion. Company will post any changes to its Privacy Policy at
the web address set forth in the preamble to this License. Your use of the
Application following the posting of such changes to the Privacy Policy will
constitute Your acceptance of any such changes.

6.3
Your Content.

6.3.1
You retain all rights to your Content and we do
not own or license your Content. Each party agrees to apply reasonable
technical, organizational and administrative security measures to keep Content
protected in accordance with industry standards. We will not view, access or
process any of your Content, except: (x) as directed or instructed by you or
your users, or (y) as required to comply with our policies, applicable law, or
governmental request. You agree to comply with all legal duties applicable to
you as a data controller by virtue of the submission of your Content within the
Services.

6.4
Your Accounts.

6.4.1
You are solely responsible for (i) all use of
the Services by you and your users, (ii) obtaining consent from your users to
the collection, use, processing and transfer of Content, and (iii) providing
notices or obtaining consent as legally required in connection with the
Services. We do not send emails asking for your usernames or passwords, and to
keep your accounts secure, you should keep all usernames and passwords confidential.
We are not liable for any loss that you may incur if a third party uses your
password or account. We may suspend the Services or terminate the Agreement if
you, your users, or attendees are using the Services in a manner that is likely
to cause harm to us. You agree to notify us immediately and terminate any
unauthorized access to the Services or other security breach.

6.4.2
COMPLIANCE WITH LAWS. In connection with the
performance, access and use of the Services under the Agreement, each party
agrees to comply with all applicable laws, rules and regulations including, but
not limited to export, privacy, and data protection laws and regulations. If
necessary and in accordance with applicable law, we will cooperate with local,
state, federal and international government authorities with respect to the
Services. Notwithstanding any other provision in these Terms, we may
immediately terminate the Agreement for noncompliance with applicable laws.

7.
Term and Termination

7.1
Term. This
License shall be effective until terminated.

7.2
Termination.
Company may, in its sole and absolute discretion, at any time and for any or no
reason, suspend or terminate this License and the rights afforded to You
hereunder with or without prior notice. Furthermore, if You fail to comply with
any terms and conditions of this License, then this License and any rights
afforded to You hereunder shall terminate automatically, without any notice or
other action by Company. Upon the termination of this License, You shall cease
all use of the Application and uninstall the Application.

7.3
Term of Services.

7.3.1
Your initial term commitment (“Initial Term”)
will be specified in your Order, or if no term is specified, your Initial Term
will be 12 months from the Effective Date and will automatically renew for
additional 12 month periods (“Renewal Terms”), unless either party provides
notice of non-renewal 30 days before the current term expires or we agree to a
different renewal date to align the invoicing for your Services. Terminating
specific Services does not affect the term of any other Services still in
effect. If we permit you to reinstate Services at any time after termination,
you agree that you will be bound by the then-current Terms and the renewal date
that was in effect as of the effective termination date.

7.4
Termination for Cause.

7.4.1
Either party may terminate the Agreement (i) if
the other party breaches its material obligations and fails to cure within 30
days of receipt of written notice, or (ii) if the other party becomes insolvent
or bankrupt, liquidated or is dissolved, or ceases substantially all of its
business, and we may suspend access or terminate immediately if you breach
Section 2.2, 4 or 5.

7.5
Effect of Termination.

7.5.1
If the Agreement or any Services are terminated,
you will immediately discontinue all access beyond your use of the terminated
Services, except that upon request, we will provide you with limited access to
the Services for a period not to exceed 30 days, solely to enable you to
retrieve your Content from the Services. Neither party will be liable for any
damages resulting from termination of the Agreement, and termination will not
affect any claim arising prior to the effective termination date. If we
discontinue Services in accordance with Section 1.3 above, the related Order will
be terminated and we will provide you with a pro rata refund of any prepaid,
unused fees. You agree to pay for any use of the Services past the date of
expiration or termination.

8.
Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS PROVIDED ON AN
“AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE
APPLICATION AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT
YOUR SOLE RISK AND DISCRETION. COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS
AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND
GUARANTIES REGARDING THE APPLICATION AND THIRD PARTY CONTENT AND SERVICES,
WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. FURTHERMORE, COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS
AND LICENSORS MAKE NO WARRANTY THAT (I) THE APPLICATION OR THIRD PARTY CONTENT
AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE APPLICATION OR THIRD PARTY
CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE
OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR
OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL BE AS
REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE APPLICATION OR
THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR FROM THE APPLICATION
SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. FURTHERMORE, YOU
ACKNOWLEDGE THAT COMPANY HAVE NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE
SUPPORT OR MAINTAIN THE APPLICATION.

9.
Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES, PARTNERS,
SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS
OR USE OF OR INABILITY TO ACCESS OR USE THE APPLICATION AND ANY THIRD PARTY
CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WHERE FORESEEABLE AND WHETHER
OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, COMPANY’S AGGREGATE LIABILITY TO YOU (WHETHER
UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF
FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE
STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.   Indemnification. You shall indemnify,
defend and hold harmless Company and its affiliates, partners, suppliers and
licensors, and each of their respective officers, directors, agents and
employees (the “Indemnified Parties”) from and against any claim, proceeding,
loss, damage, fine, penalty, interest and expense (including, without
limitation, fees for attorneys and other professional advisors) arising out of
or in connection with the following: (i) Your access to or use of the
Application or Third Party Content and Services; (ii) Your breach of this
License; (iii) Your violation of law; (iv) Your negligence or willful
misconduct; or (v) Your violation of the rights of a third party, including the
infringement by You of any intellectual property or misappropriation of any
proprietary right or trade secret of any person or entity. These obligations
will survive any termination of the License.

11.   Compatibility. Company does not warrant
that the Application will be compatible or interoperable with Your Device or
any other piece of hardware, software, equipment or device installed on or used
in connection with Your Device. Furthermore, You acknowledge that compatibility
and interoperability problems can cause the performance of Your Device to
diminish or fail completely, and may result in permanent damage to Your Device,
loss of the data located on Your Mobile Device, and corruption of the software
and files located on Your Mobile Device. You acknowledge and agree that Company
and its affiliates, partners, suppliers and licensors shall have no liability
to You for any losses suffered resulting from or arising in connection with
compatibility or interoperability problems.

12.   Product Claims. You acknowledge that You
(not Company) are responsible for addressing any third party claims relating to
Your use or possession of the SCUTE product and/or Application, and agree to
notify Company of any third party claims relating to the SCUTE product and/or
Application of which You become aware. Furthermore, You hereby release Company
from any liability resulting from Your use or possession of the SCUTE product
and/or Application, including, without limitation, the following: (i) any
product liability claims; (ii) any claim that the SCUTE product and/or
Application fails to conform to any applicable legal or regulatory requirement;
and (iii) any claim arising under consumer protection or similar legislation.

13.   Miscellaneous

13.1
Governing Law. This License shall be deemed to take place in Kitchener, Ontario,
Canada and shall be governed by and construed in accordance with the laws of
Canada, excluding its conflicts of law principles. Any disputes arising from
this License shall be adjudicated in the courts of the City of Kitchener. This
license shall not be governed by the United Nations Convention on Contracts for
the International Sales of Goods, the application of which is expressly
excluded.

13.2
Severability.
If any provision of this License is held to be invalid or unenforceable with
respect to a party, the remainder of this License, or the application of such
provision to persons other that those to whom it is held invalid or
unenforceable shall not be affected and each remaining provision of this
License shall be valid and enforceable to the fullest extent permitted by the
law.

13.3
Waiver.
Except as provided herein, the failure to exercise a right or require
performance of an obligation under this License shall not effect a party’s
ability to exercise such right or require such performance at any time
thereafter nor shall the waiver of a breach constitute waiver of any subsequent
breach.

13.4
Export Control. You may not use or otherwise export or re-export the Application
except as authorized by Canadian law and the laws of the jurisdiction(s) in
which the SCUTE product and Application was obtained. You represent and warrant
that You are not located in any country that is subject to Canadian Government
embargo, or that has been designated by the Canadian Government as a “terrorist
supporting” country, or listed on any Canadian Government list of prohibited or
restricted parties following the Designated Persons Listing and Sanction Laws.
You also agree that You will not use the Application for any purposes
prohibited by Canadian law.

13.5
Modification or Amendment. Company may modify or amend the terms of this License by posting a
copy of the modified or amended License on the Company Application EULA
website. You will be deemed to have agreed to any such modification or
amendment by Your decision to continue using the Application following the date
in which the modified or amended License is posted on the Company Application
EULA website.

13.6
Survival. The
following sections of this License and any other provisions of this License
which by their express language or by their context are intended to survive the
termination of this License shall survive such termination: 1, 2.2, 3, 4, 5, 7,
8, 9, 10, 12 and 13. The provisions of Sections 2 (Orders, Fees and Payment),
6.3 (Your Content), 6.4 (Your Accounts), 7.5 (Effect of Termination), 9
(Limitation on Liability), 10 (Indemnification), 14.1 (No Class Actions), and
14.4 (Notices) survive any termination of the Agreement.

13.7
Assignment.
Except as permitted in Section 5, You shall not assign this License or any
rights or obligations herein without the prior written consent of COMPANY and
any attempted assignment in contravention of this provision shall be null and
void and of no force or effect.

13.8
Entire Agreement. This License including the documents incorporated herein by
reference constitute the entire agreement with respect to the use of the
Application licensed hereunder and supersedes all prior or contemporaneous
understandings regarding such subject matter.

14.       ADDITIONAL TERMS

14.1
No Class Actions.

14.1.1
You may only resolve disputes with us on an
individual basis and you agree not to bring or participate in any class,
consolidated, or representative action against us or any of our employees or
affiliates.

14.2
Security Emergencies.

14.2.1
If we reasonably determine that the security of
our Services or infrastructure may be compromised due to hacking attempts,
denial of service attacks, or other malicious activities, we may temporarily
suspend the Services and we will take action to promptly resolve any security
issues. We will notify you of any suspension or other action taken for security
reasons.

14.3
High-Risk Use.

14.3.1
You understand that the Services (i) are not
designed or intended for use during high-risk activities.

14.4
Notices.

14.4.1
Notices must be sent by personal delivery,
overnight courier or registered mail. We may also provide notice to the email
last designated on your account, electronically via postings on our website,
in-product notices, or our self-service portal or administrative center. Unless
specified elsewhere in this Agreement, notices should be sent to us at the
address for your applicable contracting entity, with a copy to our Legal
Department and we will send notices to the address last designated on your
account. Notice is given (a) upon personal delivery; (b) for overnight courier,
on the second business day after notice is sent, (c) for registered or certified
mail, on the fifth business day after notice is sent, (d) for email, when the
email is sent, or (e) if posted electronically, upon posting.

14.5
General Terms.

14.5.1
If any term of this Agreement is not
enforceable, this will not affect any other terms. Both parties are independent
contractors and nothing in this Agreement creates a partnership, agency, and
fiduciary or employment relationship between the parties. No person or entity
not a party to the Agreement will be a third party beneficiary. Our authorized
distributors do not have the right to modify the Agreement or to make
commitments binding on us. Failure to enforce any right under the Agreement
will not waive that right. Unless otherwise specified, remedies are cumulative.
The Agreement may be agreed to online, or executed by electronic signature and
in one or more counterparts. No party will be responsible for any delay or
failure to perform under the Agreement due to force majeure events (e.g.
natural disasters; terrorist activities, activities of third party service
providers, labor disputes; and acts of government) and acts beyond a party’s
reasonable control, but only for so long as those conditions persist.

14.6
Assignment.

14.6.1
Neither party may assign its rights or delegate
its duties under the Agreement either in whole or in part without the other
party’s prior written consent, which shall not be unreasonably withheld, except
that either party may assign the Agreement to an affiliated entity, or as part
of a corporate reorganization, consolidation, merger, or sale of all or
substantially all of its assets. Any attempted assignment without consent will
be void. The Agreement will bind and inure to the benefit of each party’s
successors or assigns.