Terms of Services for Invited Persons

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY OPTABLE SERVICES. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND YOU EXPRESSLY AGREE TO THE ELECTRONIC SIGNATURE OF THIS AGREEMENT.

IF YOU ARE USING ANY OPTABLE SERVICES AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

AGREEMENT

These Optable Terms of Services for Invited Persons (the “Agreement”) are entered by and between Optable Technologies Inc., a Quebec corporation having its head office at 700-1435 rue Saint-Alexandre, Montréal, Québec, H3A 2G4, Canada (“Optable”), and the entity or person that has been invited to access and use Optable Services that creates an account on the Optable Platform (“Invited Person” or “you”).

The “Effective Date” of the Agreement is the date which is date of the Invited Person’s initial access to and use of any Optable Services.

1. Definitions.

In this Agreement, the following terms have the following meanings:

1. “Invited Person Data” means any data that you owns, licenses or possesses, and provides to Optable for processing for the provision of Optable’s Services, and includes any Invited Person Personal Data. For clarity, Invited Person Data does not include any data that was or is independently obtained by Optable.

2. “Authorized End Users” means the individuals whom the Invited Person permits to use the Services.

3. “Invited Person Personal Data” means any Personal Data (as defined in the DPA) that the Invited Person submits into the Platform. “Invited Person Personal Data” does not include Personal Data of Authorized End Users that relates to their use of the Services, in particular Personal Data collected for the creation of a user account and Personal Data incidentally captured by Optable’s system operations logs and security systems, which is processed in accordance with Optable’s Privacy Policy.

4. “DPA” means the Data Processing Addendum.

5. “Intellectual Property” means all know-how, concepts, techniques, methods, methodologies, tutorials, FAQs, ideas, templates, processes, software, source code and object code, compilations, devices, infrastructure, information, interfaces, prototypes, trademarks, trade names, logos, copyrights, patents, trade secrets, utility models, Documentation and works of authorship as well as all other intellectual property and/or proprietary rights of any type, as may exist now and/or hereafter come into existence under the laws of any state, province, country, jurisdiction, or otherwise, whether registered or unregistered.

6. “Personal Data” has the meaning set forth in the DPA.

7. “Platform” means the Optable Data Collaboration Platform. For more information on the Optable Data Collaboration Platform, visit the Optable Documentation

8. “Services” means the Platform and any related systems, software, services, or other materials including without limitation any application programming interfaces, software development kits, and documentation.

2. Acceptance of Terms and Conditions.

Your use of the Services, including the Platform, as well as any communications you initiate with Optable, are subject to this Agreement.

3. Intellectual Property.

3.1. No Grant.

Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, title or interest, implied or otherwise, to the other party’s Intellectual Property.

3.2. Optable Intellectual Property.

Optable retains exclusive ownership of all right, title and interest in and to any Intellectual Property that it uses or develops either while providing or performing the Services or independent of this Agreement and any derivative works, enhancements and/or modifications to the foregoing (“Optable IP”). You do not obtain any rights in Optable IP. You will not reverse engineer, disassemble or decompile, or attempt to discover or recreate the source code to, the Services or any Optable IP or engage in or permit any use, sublicensing, distribution or other activity with Optable IP that is not authorized in writing by Optable. Optable is free to use, for any purpose, its general knowledge, skills and experience, and any ideas, concepts, know-how, methodologies and techniques acquired or used in the course of providing the Services.

3.3. Access Right.

Optable grants you a non-exclusive, non-transferable, limited right to use the Services and access, view, use and display all text, images, video, audio or other multimedia content, software or other information or material submitted to, subsisting on or accessible from the Services (“Content”), solely as needed to support your use of the Services.

3.4. License to you.

To the extent that your use of the Services requires you to copy, download or install any software or documentation, Optable grants to you, during the term of the Agreement, a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable license to (i) use the Software solely as needed to support your use of the Services, and (ii) use, display, reproduce, and distribute any documentation solely as needed to support your use of the Services.

3.5. License to Optable.

Optable requires your permission to process all data that you submit through the Platform in order to provide the Services. Subject to Optable’s obligations set forth in the DPA, you hereby grant to Optable and its affiliates a worldwide, non-exclusive, royalty-free, assignable and sub-licensable right and license to reproduce, transmit, process, and otherwise use all data that you submit for processing by Optable, as needed to provide the Services. Optable may use Invited Person Data for internal use cases in order to improve the functionality of its Services and Deliverables. Such internal uses shall include the development of enhancements to existing Services, including but not limited to the gathering of statistical information to create new service features.

3.6. Third-party and Licensed Products.

This Agreement does not grant you any rights in or to any Optable licensed product, third-party product or open source, community or other free code or libraries of any type (including any code which is made generally available on the internet without charge).

4. Confidentiality.

Each party may have access to information that relates to the other party’s business activities, including but not limited to business and marketing plans, product strategies, trade secrets, Intellectual Property, pricing information, product designs, capabilities, specifications, solution design documents, flowcharts, presentations, and analysis reports or results from testing of any products, research, development, products, services, processes, data, technical knowledge, and any information concerning a party’s clients, prospects, or vendors, which is identified by the disclosing party as confidential or is reasonably understood to be confidential (“Confidential Information”). Each party will protect the confidentiality of the other party’s Confidential Information in the same manner as it protects its own similar information, but in any event using a reasonable standard of care. Each party will use the other party’s Confidential Information only as necessary to perform its obligations under this Agreement and will restrict access to such Confidential Information to its personnel who are engaged in the performance, receipt or use of the Services, provided that such personnel are bound by obligations of confidentiality no less protective than under this Agreement. Except for any license or right expressly granted under this Agreement, each party reserves all right, title and interest in or to its Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that was: (a) previously known to a party without an obligation of confidentiality; (b) independently developed by or for a party without use of the other party’s Confidential Information; (c) acquired by a party from a third party which was not, to such party’s knowledge, under an obligation of confidentiality; or (d) publicly available through no breach of this Agreement. If a party receives a subpoena or other valid legal process requiring disclosure of the other party’s Confidential Information, such party may comply to the extent required by law and will, unless required by law, promptly notify the other party and reasonably cooperate (at the other party’s request and expense) in opposing such a demand.

5. Privacy and Data Protection.

The Parties agree that all processing of Personal Data carried out in connection with the provision of the Services set out in this Agreement shall be governed by the provisions of the DPA which is incorporated by reference, and forms part of, this Agreement. The parties shall comply with their respective obligations under the DPA.

6. Restrictions and Acceptable Use.

You shall not, and shall not to allow third parties, to: (a) make the Services available to, or use the Services or for the benefit of, any third party, (b) sell, resell, license, sublicense, host, reproduce, distribute, rent or lease the Services, or include the Services in a timeshare, service bureau or outsourcing offering, (c) use the Services for any unlawful, invasive, infringing, defamatory or fraudulent purpose, to store, transmit or distribute infringing, libelous or otherwise unlawful or tortious material, or to store, transmit or distribute material in violation of third-party privacy rights, (d) use the Services to store, transmit or distribute malicious code, (e) disable, interfere with or disrupt the integrity or performance of the Services, the equipment used to provide the Services or third-party data or content contained therein, (f) interfere with the use of the Services by a client of Optable, authorized resellers, or other authorized users, (g) attempt to gain unauthorized access to the Services or related systems or networks, (g) permit any third party to access the Services except as permitted herein, (i) modify, translate, or create derivative works based on the Services, (j) copy the Services or any part, feature, function or user interface thereof except as permitted herein, (k) use the Services, or any interfaces provided with the Services, to access any other Optable product or service in a manner that violates the terms of service of such other Optable product or service, (l) frame or mirror any part of the Services, (m) remove any proprietary notices or labels, (n) reverse engineer, decompile, disassemble, scrape or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services, (o) access the Services in order to (i) build a similar or competitive product or service, or (ii) copy any features, functions or graphics of the Services.

7. Warranties, Indemnity and Limitations.

7.1. Warranties.

You represent and warrant that: (i) have full power and authority to enter into and perform the Agreement; (ii) the execution and delivery of the Agreement have been duly authorized; (iii) and the Agreement does not violate any law, statute, or regulation and does not breach any other agreement or covenant to which it is a party or is bound. For any Invited Person Data, including but not limited to Invited Person Personal Data, transferred or disclosed to Optable by you or by a third party on your behalf, you represents and warrants that: (i) you fully own or have the authority to use such Invited Person Data as set forth in this Agreement, and that in obtaining or collecting Invited Person Data, you did not violate the law, any applicable regulations, nor any self-regulatory guidelines (such as those promulgated by the Digital Advertising Alliance, the Digital Advertising Alliance of Canada or the European Interactive Digital Advertising Alliance), or the rights of any third party, (ii) you shall not instruct Optable to process or to take any other action with such Invited Person Data that you know or should reasonably know would violate an applicable law, you own published privacy policies, or any other published privacy policies or notice and disclosure statements under which such Invited Person Data was collected, and (iii) you have complied with all valid user requests, including without limitation, requests to opt out of the placement of cookies on user browsers, requests withdrawing consent for use of Personal Data, and requests to access Personal Data.

7.2. Indemnification.

You will defend Optable, its Affiliates, and their directors, officers and employees, against any claim, action or liability (including damages, costs, expenses, and reasonable attorneys’ fees), and will indemnify and hold harmless the Optable against any costs or damages incurred by Optable in connection with a breach of a warranty set forth in Section 7.1.

7.3. DISCLAIMER.

EXCEPT AS OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW, OPTABLE MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, IN RELATION TO THE PROVISION OF THE SERVICES, INCLUDING WITHOUT LIMITATION AS TO COMPLETENESS, ACCURACY AND CURRENCY OF ANY CONTENT ON THE SERVICES, OR AS TO SATISFACTORY QUALITY, AVAILABILITY, OPERABILITY, FUNCTIONALITY, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND OPTABLE EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY TOWARDS YOU FOR YOUR USE OF THE SERVICES.

8. Limitations of Liability.

8.1. To the maximum extent permitted by applicable law, we exclude all liability (whether arising in contract, tort, breach of statutory duty or otherwise) which we may otherwise have to you as a result of any error or inaccuracies in any Content, the unavailability of the Services or any part thereof for any reason, and any representation or statement made on the Services. Neither Optable, nor its officers, directors, employees, agents, licensors and their respective successors and assigns will be liable for any damages of any kind incurred in connection with your use, misuse or reliance upon the Services, your inability to use the Services, the acts or omissions of any third party such as other users of the Services or any other direct, indirect or consequential loss or damage you may incur in relation to the Services or Content. The foregoing limitations shall apply even if Optable knew of or ought to have known of the possibility of harm or damages.

8.2. Notwithstanding any other provision of this Agreement, we do not exclude or limit our liability for any other statutory rights which are not capable of being excluded.

9. Term and Termination.

9.1. The effective term of this Agreement begins at the moment you first access or use any of the Services or otherwise indicate your consent or agreement, and ends on the earlier of (i) the date upon which your agreement with the Optable client that invited you to use the Optable Services expires or is terminated, (ii) the date upon which it is no longer necessary for you to make use of the Services for the purposes of conducting business with the Optable client that invited you to use the Optable Services, (iii) or the date we suspend or terminate your right to access to the Services.

9.2. We may immediately suspend or terminate your right to access the Services, without prior notice to you, if: (i) if we believe you have violated these Terms, including by providing any other individual or entity with access to protected areas of the Services in violation of the Terms, (ii) in our reasonable judgment, the performance of the Services would violate any applicable law, rule, or regulation or (iii) the Optable client that invited you to use the Services informs us that you no longer need to use the Services. You agree to address any suspension or termination with the Optable client that invited you to use the Services.

10. Survival.

Sections 3 (Intellectual Property), 4 (Confidentiality), 5 (Privacy and Data Protection), 6 (Restrictions and Acceptable Use), 7 (Warranties, Indemnity and Limitations), 8 (Limitation of Liability) and any other provision of this Agreement which are by their nature intended to survive the expiration or termination of this Agreement will survive such expiration or termination of this Agreement for any reason.

11. Miscellaneous.

11.1. Notices.

Any notice or other communication provided under this Agreement will be in writing. All notices from you to us must be in writing and sent to our contact address at 1435 St-Alexandre Suite 700, Montreal, Quebec, Canada H3A 2G4 and all notices from us to you will be displayed through our Platform from to time.

11.2. Changes to this Agreement.

To the greatest extent permitted by applicable law, Optable reserves the right, without notice to you, to change the content, services, presentation, performance, facilities and/or availability of any part of the Content or the Services, and to make any modifications to this Agreement, in its sole discretion and from time to time. Our new Optable Terms of Services for Invited Persons will be displayed on the Platform accompanied by a date indicating when the new Optable Terms of Services for Invited Persons were first published, and by continuing to use and access the Services following any changes to the Optable Terms of Services for Invited Persons, you agree that the Agreement will be amended in accordance with such changes, and to be bound by such changes. It is your responsibility to check the Optable Terms of Services for Invited Persons from time to time to determine the presence of any such changes.

11.3. Force Majeure.

We will not be liable for any delay or failure in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war or terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act (including a governmental shutdown) or failure of the Internet.

11.4. Assignment.

You may not assign, sub-license or otherwise transfer any of your rights and obligations in these Terms to any other person.

11.5. Mediation.

Any disagreement or dispute relating to this Agreement or arising out of its interpretation or application will be submitted to mediation. For this purpose, the parties hereto undertake to participate in at least one mediation meeting by delegating a person with decision-making authority to participate in the mediation; the mediator will be chosen by the parties. If no agreement is reached within 30 days following the appointment of the mediator, the dispute shall be finally settled by arbitration to the exclusion of the courts, in accordance with the laws of Québec. The parties may at any time agree to a longer period of time for mediation before submitting the dispute to arbitration. Unless the parties decide otherwise in an arbitration agreement, the arbitration will be conducted under the aegis of a sole arbitrator and will be conducted in accordance with the provisions of the Code of Civil Procedure of Québec in force at the time of the dispute. The arbitration shall be limited to a maximum of one day and will be held in the district of Montréal. The arbitration award shall be final, executory and without appeal and shall be binding on the parties.

11.6. Governing Law; Venue.

This Agreement will be interpreted, construed and enforced in accordance with the laws of the Province of Ontario (Canada), without reference to its rules relating to choice of law. Subject to Section 11.5, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario and the courts of the district of Toronto, Ontario. This Agreement excludes the application of United Nations Convention on Contracts for the International Sale of Goods.

11.7. Compliance with Laws.

Each party shall carry out its obligations contemplated hereby and shall otherwise deal with the other party in conformity with all applicable laws, rules and regulations of all governmental authorities.

11.8. Severance.

If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, and the validity, legality and enforceability of any such provision in every other respect, and of the remaining provisions contained in this Agreement or the applicable SOW, shall not be affected or impaired thereby.

11.9. Entire Agreement; Interpretation.

This Agreement and any other terms expressly referred to in these this Agreement and incorporated by reference, contain the entire understanding and agreement between Optable and you in relation to your use of the Services and supersede and replace any representation, statement or other communication (whether written or otherwise) made by you or Optable which is not contained herein. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.

11.10. Language.

The parties acknowledge that they have expressly requested that this Agreement and all related documents be drawn up in the English language. Les parties aux présentes reconnaissent qu’elles ont exigé expressément que la présente convention et tous documents qui s’y rattachent soient rédigés en langue anglaise.