Cloudtric Inc. Software Subscription Agreement/Terms of Use

Part I: Introductory Terms

1.0 Agreement to Terms

1.1 READ THIS AGREEMENT CAREFULLY. IT CONTAINS LIMITATIONS OF LIABILITY WHICH MAY AFFECT YOU RIGHTS.

1.2 The following Subscription Agreement describes the terms governing your use of the fa Manager cloud based software asset management application provided by Cloudtric Inc. including content, updates, and new releases (collectively, the “Software”).

1.3 The Subscription Agreement is a legal agreement between you and Cloudtric Inc.. It incorporates by reference:

1.3.1 Cloudtric Inc.’s Privacy Statement, available at www.cloudtric.ca/privacy;

1.3.2 Additional Terms and Conditions, which may include those from third parties; and

1.3.3 Any terms provided separately to you for the Software.

1.4 By registering to subscribe to this Software, or by installing, accessing, or using the Software, you agree to the terms of this Agreement. If you do not agree to the terms of this Agreement, then you may not use the Software.

2.0 Definitions

2.1 “Agreement” shall mean this entire Subscription Agreement and terms of use contained herein.

2.2 “Cloud” shall mean the servers hosting the software and the servers storing the Content which are accessible via the Internet.

2.3 “Confidential Information” shall mean the Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.

2.4 “Content” shall mean any information and data you upload or post to the Software and any information provided by you to Cloudtric Inc. in connection with the Software.

2.5 “Intellectual Property Right” shall mean any patent, trade mark, service mark, copyright, moral right, right in a design, know-how, and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

2.6 “Software” shall mean any software or services provided by Cloudtric Inc. including the fa Manager cloud based asset management application.

2.7 “Subscriber” shall refer to the purchaser of the Services provided by Cloudtric Inc. and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.

2.8 “You” shall mean the Subscriber or person otherwise accessing the Software. “Your” has a corresponding meaning.

3.0 Description of our Software

3.1 The Software consists of a real-time fixed asset management database hosted in the Cloud and accessible via the internet. The Software provides a means for the Subscriber to track, value, and depreciate fixed assets.

Part II: Legal Notices

4.0 Confidentiality

4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

4.2 Cloudtric Inc. and any third party and hosting partners it utilizes to provide the Software shall hold Content in strict confidence and shall not use or disclose Content.

4.3 The provisions of clauses 4.1 and 4.2 shall not apply to any information which:

4.3.1 Is or becomes public knowledge other than by a breach of this clause;

4.3.2 Is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

4.3.3 Is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

4.3.4 Is independently developed without access to the Confidential Information.

4.4 Cloudtric Inc. maintains that its primary duty is to protect the Content to the extent that the law allows. Cloudtric Inc. reserves the right to provide the Confidential Information to third parties as required and permitted by law, such as in response to a subpoena or court order, and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.

4.5 If Cloudtric Inc. is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Cloudtric Inc. will provide the Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Cloudtric Inc. may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

4.6 Each party’s obligations under this clause will survive termination of this Agreement.

5.0 Limitation of Liability and Indemnity

5.1 You agree to indemnify and hold harmless Cloudtric Inc., its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses or expenses, including but not limited to reasonable attorneys’ fees and costs, due to or arising out of Content that you share, your violation of this Agreement, or your violation or infringement of any third party rights, including intellectual property rights.

5.2 Cloudtric Inc. reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any Claims. You agree to reasonably cooperate as requested by us in the defence of any Claims.

5.3 To the maximum extent permitted by applicable law, the entire liability of Cloudtric Inc. for all claims relating to this Agreement shall be limited to the amount you paid for the Software pursuant to the Agreement within the six (6) months before the date the claim arose.

5.4 Subject to applicable law, Cloudtric Inc. is not liable for any of the following: (a) indirect, special, incidental, punitive, or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet the Software requirements. The above limitations apply even if Cloudtric Inc. has been advised of the possibility of such damages. This Agreement sets forth the entire liability of Cloudtric Inc..

6.0 Copyright and Intellectual Property Rights

6.1 Technology and content used to offer, or provided in connection with, the Software is owned by Cloudtric Inc. or licenced to Cloudtric Inc. from third party licensors. Such content include the look and feel or our Software, all of our promotional materials, and in general includes all text, graphics, photographs, illustrations, images, logos, videos, tutorials, notices, and other content, which is protected by applicable copyright, trademark, and intellectual property laws. Title to and all intellectual property rights in the Software remain the property of Cloudtric Inc. or its licensors.

6.2 Title to and all intellectual property rights in the data you provide remain your property. You grant Cloudtric Inc. a licence to use, copy, transmit, store, and back-up your information and data for the purposes of enabling you to access and use the Software and for any other purpose related to the provision of services to you.

7.0 Disclaimer

7.1 EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SOFTWARE, AND ALL CONTENT PROVIDED ON OR THROUGH THE SOFTWARE, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLOUDTRIC INC. DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY CLOUDTRIC INC..

7.2 CLOUDTRIC INC. MAKES NO WARRANTY THAT:

7.2.1 THE SOFTWARE OR CONTENT WILL MEET YOUR REQUIREMENTS;

7.2.2 THE SOFTWARE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS;

7.2.3 THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR ANY CONTENT PROVIDED ON OR THROUGH THE SOFTWARE WILL BE ACCURATE OR RELIABLE; OR

7.2.4 THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU ON OR THROUGH THE SOFTWARE WILL MEET YOUR EXPECTATIONS.

7.3 ANY CONTENT UPLOADED, ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE SOFTWARE IS USED AT YOUR OWN DISCRETION AND RISK. CLOUDTRIC INC. SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR CONTENT THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.

7.4 CLOUDTRIC INC. RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SOFTWARE AND CONTENT PROVIDED ON OR THROUGH THE SOFTWARE AT ANY TIME WITHOUT NOTICE.

7.5 CLOUDTRIC INC. RECOMMENDS THAT YOU MAKE REGULAR BACKUPS OF YOUR CONTENT, WHICH SHALL BE DOWNLOADABLE AS A MACHINE READABLE DATABASE FILE. CLOUDTRIC INC. TAKES NO RESPONSIBILITY FOR LOSS OF CONTENT AND ALL CONTENT LOADED INTO THE SOFTWARE IS AT YOUR OWN RISK.

Part III: Use of Software

8.0 Your Use of Software

8.1 You are only permitted to use the Software if you subscribe to the Software and pay all subscription fees when due. Each subscriber will be provided with a unique identifier to access and use the Software. The username shall only be used by the individual subscriber to whom it is assigned and shall not be shared with, or used by, any other person.

8.2 Cloudtric Inc. has no responsibility to any other person that you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you. If you use the Software on behalf of or for the benefit of anyone other than yourself you agree that:

8.2.1 You are responsible for ensuring that you have the right to do so;

8.2.2 You are responsible for authorizing any person who is given access to information or data, and you agree that Cloudtric Inc. has no obligation to provide any person access to such information or date without your authorization and may refer any requests for information to your address; and

8.2.3 You will indemnify Cloudtric Inc. against any claims or loss relating to:

8.2.3.1 Cloudtric Inc.’s refusal to provide any person access to your information or data in accordance with this Agreement;

8.2.3.2 Cloudtric Inc.’s making available information or data to any person with your authorization.

8.3 You are solely responsible for ensuring that those users with access to your Content are authorized to have such access. In the event that access must be terminated for a user You are solely responsible for taking appropriate steps to terminate access. Cloudtric Inc. shall not be held liable for any unauthorized access to the Content and any losses or damages arising therefrom and arising from your failure to terminate access.

9.0 Your Content

9.1 You are responsible for all materials uploaded, posted or stored through your use of the Software. You grant Cloudtric Inc. a worldwide, royalty-free, non-exclusive licence to host on the Cloud and use any Content provided through your use of the Software, subject to the provisions of this Agreement.

9.2 You agree not to use the Software, nor permit any third party to use, the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

9.2.1 Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable information or communications of any kind, including without limitation conduct that would encourage criminal or civil liability under any law;

9.2.2 Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;

9.2.3 Except as permitted by Cloudtric Inc. in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication, or spam messages;

9.2.4 Virus, trojan horse, or other disruptive or harmful software data; and

9.2.5 Any information, software, or content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

9.3 Cloudtric Inc. may freely use feedback you provide. You agree that Cloudtric Inc. may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials.

9.4 Cloudtric Inc. may, but has no obligation to, monitor content on the Software. We may disclose any information necessary to satisfy our legal obligations, protect Cloudtric Inc. or its customers, or operate the Software properly. Cloudtric Inc., in its sole discretion, may remove any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

9.5 Cloudtric Inc. may provide data migration services at additional cost. In the event that Cloudtric Inc. agrees to you receive your Content electronically and migrate it to the Software, Cloudtric Inc. makes no representations or warranties as to the reliability or accuracy of the data following migration and shall not be responsible for errors, data loss, or the failure of the data to migrate into the Software and You release Cloudtric Inc. from any claims relating to the migration of data.

9.6 Cloudtric Inc. hosts the software and the Content in the Cloud. The servers hosting the software and the Content are located in a physical location other than that of Cloudtric Inc., but may include servers owned by Cloudtric Inc., and may include servers located in multiple locations, including locations outside of Canada, for co-location, backup and security purposes. Cloudtric Inc. reserves the right to contract with third-party cloud providers to provide the servers. Although Cloudtric Inc. will take all reasonable efforts to ensure that any third party cloud providers it contracts with provide secure, reliable servers and have taken the necessary steps to secure and protect the Content, Cloudtric Inc. shall not be held liable for any losses or damage arising from the negligence, failure, bankruptcy, act or omission of any third party cloud provider.

10.0 Security and Passwords

10.1 Cloudtric Inc. is responsible for providing a secure method of authentication accessing its Software. Cloudtric Inc. will provide mechanisms that:

10.1.1 Allow for user password management;

10.1.2 Transmit passwords in a secure format;

10.1.3 Protect passwords entered for purposes of gaining access to the Software by utilizing code that follows password management best practices.

10.2 Cloudtric Inc. and any hosting partners it utilizes to provide the Software will:

10.2.1 Use information security best practices for transmitting and storing your Content, adhering to industry services;

10.2.2 Employ information security best practices with respect to network security techniques including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; and

10.2.3 Ensure its host facilities maintain industry standards for security and privacy.

10.3 In the event of a security breach, Cloudtric Inc. shall:

10.3.1 Cooperate with you to identify the cause of the breach and to identify and affected Content;

10.3.2 Assist and cooperate with you in investigating and preventing the recurrence of the security breach;

10.3.3 Assist and cooperate with you in any litigation or investigation against third parties that you undertake to protect the security and integrity of Content; and

10.3.4 Use commercially reasonable endeavors to mitigate any harmful effect of the security breach.

10.4 You will be responsible for protecting the security of usernames and passwords, or any other codes associated with your use of the Software, and for the accuracy and adequacy of personal information provided to the Software. You agree to notify Cloudtric Inc. immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by this Agreement.

10.5 You are responsible for ensuring that your operating systems, software and browsers are up-to-date, with the latest security patches, using the latest security methodologies. You are responsible for ensuring up-to-date virus, spam and malware protection is in place on your computers and that you have in place secure firewalls. Cloudtric Inc. shall not be held liable for any losses or damages arising from your failure to ensure that your computers and internet are secure and free of viruses and malware.

11.0 Accessing the Software

11.1 You agree not to access or use the Software in any manner that could damage, disable, overburden, or impair any Cloudtric Inc. accounts, computer systems, or networks.

11.2 You agree not to attempt to gain unauthorized access to any parts of the Software or any Cloudtric Inc. accounts, computer systems, or networks.

11.3 You agree not to interfere or attempt to interfere with the proper working of the Software or any Cloudtric Inc. accounts, computer systems, or networks.

11.4 You agree not to use any robot, spider, scraper, or other automated means to access the Software or any Cloudtric Inc. accounts, computer systems, or networks without Cloudtric Inc.’s express written permission.

12.0 Payment, Refund and Subscription Changes

12.1 Subscribers with paid subscriptions will provide Cloudtric Inc. with a valid credit card for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal, or other taxes which you agree to pay based on where you are primarily domiciled. In addition to any fees, you may still incur charges incidental to using the Software, including but not limited to, charges for Internet access, data roaming, and other data transmission charges.

12.2 Subscribers with monthly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions canceled prior to the expiration of any trial period will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are final and non-refundable, including payments made by Annual Subscribers.

12.3 No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a subscriber.

12.4 There are no charges for cancelling a subscription, and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.

12.5 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Software.

12.6 All prices are subject to change upon notice. Such notice may be provided by an e-mail message to you, or in the form of an announcement on the Software.

12.7 You are solely responsible for ensuring that the credit card information on file is accurate and up to date. In the event that a subscription charge is refused by the credit card issuer, Cloudtric Inc. reserves the right to suspend access to the Software without notice. In the event that You fail to make payment within ten (10) days of receipt of notice from Cloudtric Inc. that the charge has been refused, Cloudtric Inc. reserves the right to terminate your Account immediately.

13.0 Term and Termination of Agreement

13.1 Term: This Agreement commences on the date that you first use or access the Software and will terminate when (a) all Subscription periods and any renewals thereof entered into have expired or been terminate or (b) this Agreement is otherwise terminated as provided for herein.

13.2 Termination: Either party may terminate the subscription. Cloudtric Inc. may terminate the subscription for failure to pay. Cloudtric Inc. may, in its sole discretion, at any time discontinue providing or limit your access to the Software or its content. Cloudtric Inc. may terminate or limit your access to or use of the Software if it determines, in its sole discretion, that you have infringed the copyrights of a third party. You agree that Cloudtric Inc. shall not be liable to you or any third party for any termination or limitation of your access to the Software.

13.3 Effect of Termination: Following Termination of this Agreement, Cloudtric Inc. shall securely store the Content for a period not to exceed thirty (30) days and will provide to You a machine readable data backup file containing the Content. You shall not have access to the Content through the Software following termination except in the form of a machine readable data backup file. After thirty (30) days Cloudtric Inc.’s sole obligation to You is to securely and permanently destroy the Content and any backups of same. Cloudtric Inc. reserves the right to charge a storage fee beyond the thirty (30) days and to charge a conversion fee to convert the Content into another format, but shall provide such post-termination services only on your express written request and upon payment of the appropriate fee in advance.

13.4 Limitation: Cloudtric Inc. does not represent or warrant that the machine readable Content file shall be readily portable or convertible to any other format. Cloudtric Inc. makes no representations or warranties as to the reliability or accuracy of the Content following migration or conversion to another format for use by You on another platform or with other software and shall not be responsible for errors, data loss, or the failure of the Content to convert accurately or in a usable form to another platform and You release Cloudtric Inc. from any claims relating to the conversion of the Content.

13.5 Trial Policy: When you first sign up for access to the Software you can evaluate the Software under the defined trial usage conditions, with no obligation to continue to use the Software. If you choose to continue using the Software thereafter, you will be billed when you first add your billing details into the Software. If you choose not to continue using the Software, you may delete your account without consequence and Cloudtric Inc. will immediately securely and permanently delete all Content and backups of the Content. No backup file will be made available to you.

Part IV: General Terms

14.0 Entire Agreement

14.1 This Agreement forms the entire agreement between you and Cloudtric Inc. and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.

15.0 Severability

15.1 If a court of competent jurisdiction rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement and the remaining terms will be valid and enforceable.

16.0 Assignment of Rights

16.1 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld).

16.2 Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

17.0 Governing Law and Venue

17.1 This Agreement shall be governed by and enforced, construed, and interpreted in accordance with the laws of The Province of Manitoba and the federal laws of Canada without regard to its conflicts of laws provisions.

17.2 To resolve any legal dispute arising from this Agreement, you and Cloudtric Inc. agree to the exclusive jurisdiction of the Province of Manitoba, Canada and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and legal fees.

17.3 Cloudtric Inc. does not represent that the Software is appropriate or available for use in all countries. Cloudtric Inc. prohibits use of this Software in countries or states where its contents are illegal. You are using this Software on his or her own initiative and is responsible for compliance with all applicable laws.

18.0 Language

18.1 Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern.

19.0 Waiver

19.1 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it or any other claim at a later time.

20.0 Technical Support

20.1 Technical support is available to Authorized Subscribers with active subscriptions, and is available via email at support@cloudtric.ca.

21.0 Notices

21.1 You are required to maintain with Cloudtric Inc. at minimum one current email address which is checked on a regular basis. Cloudtric Inc. shall not be liable for any loss or damage arising from notices that are sent to the email address on file but which bounce, are identified as spam, or otherwise not received by You.

21.2 All notices required under this Agreement shall be sent by email to Your email address on file with Cloudtric Inc. and where appropriate, Cloudtric Inc. may serve notice by posting same on the login page. Any email notice shall be deemed delivered and received by You one (1) hour after transmission and any notice posted on the login page shall be deemed delivered at your next login.

21.3 All notices from you to Cloudtric Inc. may be sent by email to support@cloutric.ca. Any such email shall be deemed delivered and received by Cloudtric Inc. at 8:00 a.m. Central Time the next business day following transmission.

22.0 Amendments

22.1 Cloudtric Inc. reserves the right to amend the terms of this Agreement at any time. Notice of such amendment shall be given by email and by posting notice with a link to the amendments on the login page. Your continued use of the Subscription after the posting of such notice shall constitute your acceptance of the amendments.