Terms + Conditions

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 service 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 “publically 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

5.1 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 THRID 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 SERVCIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUPOSE, AND NONINFRINGEMENT. FURTHERMORE, COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE APPLICATION OR THRID PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE APPLICATION OR THRID PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERRORFREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THORUGH 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 HAS 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 POSSIBILTY 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 WHILL 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, 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.

MOBILE APPLICATION END USER SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING OR USING THE SCUTE MOBILE APPLICATION (“APPLICATION”) ACCOMPANYING THIS LICENSE. BY CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING OR USING THE APPLICATION, YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT CLICK THE “ACCEPT” BUTTON OR DOWNLOAD OR USE THE APPLICATION.

1. GENERAL

The application is licensed, not sold, to You by Cicer One Technologies Inc. (the “Company”) for use strictly in accordance with the terms and conditions of this License, the License of the authorized SCUTE device, which are incorporated herein by this reference. The term “Application” shall refer to and consist of the following: (i) the mobile software application accompanying this License, including, without limitation, any software code, scripts, interfaces, graphics, displays, text, documentation and other components; (ii) any updates, modifications or enhancements to the items listed in subsection (i); and (iii) any specific Company connectivity server the Application directs you in order to create a connection to the SCUTE device through Your mobile device (“Mobile Device”).

2. LICENSE GRANT AND RESTRICTIONS ON USE

2.1 License Grant

Company grants You a revocable, non-exclusive, non-transferable, limited right to install and use the Application on a single Mobile Device owned and controlled by You, and to access and use the Application on such Mobile Device strictly in accordance with the terms and conditions of this License, the Usage Rules and any service agreement associated with your Mobile Device (collectively “Related Agreements”).

2.2 Restrictions on Use

You shall only use the Application strictly for the purpose of connection to a SCUTE device that you have been authorized to create a connection. You shall use the 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.

3. Intellectual Property Rights

3.1 Rights to Application

You acknowledge and agree that the 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.

3.2 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 “publically available” software.

3.3 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.

3.4 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.

4. 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.

5. USE OF INFORMATION

5.1 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. TERM AND TERMINATION

6.1 Term

This License shall be effective until terminated.

6.2 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. DISCLAIMER OF WARRANTIES

8. LIMITATION OF LIABILITY

9. INDEMNIFICATION

10. COMPATIBILITY

Company does not warrant that the Application will be compatible or interoperable with Your Mobile Device or any other piece of hardware, software, equipment or device installed on or used in connection with your Mobile Device. Furthermore, You acknowledge that compatibility and interoperability problems can cause the performance of your Mobile Device to diminish or fail completely, and may result in permanent damage to Your Mobile 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.

11. PRODUCT CLAIMS

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

12. MISCELLANEOUS

12.1 Governing Law

This License shall be deemed to take place in 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.

12.2 Severability

12.3 Waiver

12.4 Export Control

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. You also agree that You will not use the Application for any purposes prohibited by Canadian law.

12.5 Modification or Amendment

12.6 Survival

12.7 Assignment

Except as permitted in Section 4, 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.

12.8 Entire Agreement

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