These terms of service (the “Terms and Conditions”) govern the use of and subscription to the Amélio website and platform provided by Amélio Inc. (“Amélio“). By accessing the Amélio website and/or platform, you agree to the Terms and Conditions on behalf of yourself as a user and, if applicable, on behalf of the organization you represent (“Client“).

By subscribing to the Amélio platform (the “Platform”), you are deemed to have accepted the terms and conditions (hereinafter defined as the “Agreement”).

  1. PURPOSE OF THE CONDITIONS OF SERVICE

This contract is part of the authorization granted to the customer to receive a license to access the Amélio platform, which software he will use in compliance with the requirements set forth in this contract.

  1. NON-EXCLUSIVE LICENSE

Amélio grants the customer a non-exclusive license to use the platform during the term of the contract, for the sole purpose of using the platform and not for distribution. No intellectual property rights will be granted to the customer for this purpose.

  1. SOFTWARE TRADE SECRET

The Client acknowledges that the Platform is the property and valuable trade secret of the Company and is entrusted to the Appraiser only as provided in this Agreement.

  1. NON-DISCLOSURE

In consideration of Amélio providing the Platform to Customer, Customer shall treat the Platform with at least the same degree of care and protection used to protect its own trade secrets. Customer agrees not to do any of the following without the prior written consent of the Company:

  1. Deconstruct, break down, dissociate the platform or some portion of the platform;
  2. Copy some portion of the platform;
  3. Upload the Platform to a document retrieval system or computer system of any kind except as provided in this Agreement; or
  4. Provide a portion of the platform to any third party;

Customer shall limit the use of the Platform to its employees, agents and consultants using the Platform on behalf of Customer.

The restrictions and obligations contained in this clause shall survive the expiration, termination or cancellation of this Agreement and shall continue to bind the Client, its successors, heirs and assigns.

  1. DURATION OF THE CONTRACT

5.1 Term. This Agreement shall be effective as of the first date Customer or a user of the Website, as applicable, accesses and uses the Amélio Platform or the Website until terminated by either Party in accordance with Section 5.2.

5.2 Termination. This Agreement may be terminated:

  1. (I) by Customer at any time if Customer cancels the Services via its Amélio account or with an Amélio customer representative;
  2. (Ii) by Amélio at any time if Customer materially breaches its obligations under this Agreement. In the event that the material breach is curable, the Agreement may be terminated if such breach is not cured within fifteen (15) days after Amélio gives notice of the breach. For clarity, any violation of Section 4 (Non-Disclosure) by Customer shall be deemed a material breach of this Agreement;
  3. (Iii) by Amélio if the Customer fails to pay the Service Fee; or
  4. (Iv) by Amélio for convenience with thirty (30) days notice for monthly subscription or ninety (90) days notice for annual subscription.

5.3 No refund in case of termination.

  1. TERM OF USE

The customer shall immediately remove the documentation associated with Amélio and destroy all portions of the platform and documentation in the computer’s memory:

  1. At the end of this contract;
  2. At the request of the Company;
  3. If the customer decides not to purchase or license the platform.
  4. LIMITATION OF WARRANTY

Customer acknowledges that the Platform is provided for use only. As such, Amélio shall not be liable for any loss or damage suffered by the customer or any other third party as a result of the use of the platform.

THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT, TORT, OR ANY LEGAL THEORY, RESULTING FROM ANY USE OF THE PLATFORM, COMPLIANCE OR NON-COMPLIANCE WITH THE COMPANY’S OBLIGATIONS UNDER THIS AGREEMENT.

  1. PROHIBITORY INJUNCTION

Customer acknowledges that Customer’s breach or threatened breach of this Agreement may cause Amélio to suffer damages for which damages would not be adequate. Customer hereby agrees that Amélio shall have the benefit of a prohibitory injunction against Customer’s breach or attempted breach of this Agreement. Nothing in this Agreement shall be construed to prevent Amélio from pursuing any legal or moral remedy for any breach or attempted breach of this Agreement.

  1. ENTIRE CONTRACT

This contract and any other contract, agreement, understanding and schedule referred to herein constitute the final, complete and exclusive expression of the terms of the contract between the parties with respect to the subject matter of this contract. This Contract supersedes any current or prior contract, agreement, understanding and schedule not expressly referred to herein. Neither party has entered into this Agreement in reliance on any other contract, agreement, understanding, promise, undertaking or warranty other than those expressly incorporated and described by this Agreement.

  1. MODIFICATIONS

This Agreement may be completed, supplemented, amended or modified only by written agreement between duly authorized representatives of the parties hereto.

  1. APPLICABLE LAW

Any dispute relating to the validity, lapse, invalidity, interpretation, performance, non-performance, extension, interruption, termination or rescission of this Agreement shall be governed exclusively by Canadian law.