Question 1

Subscription Agreement

Accepted Answer

This Subscription Agreement (this “Agreement”) contains terms and conditions that govern your purchase of subscriptions to, and use of, the Services (as defined below), and is a contract between Embassy Productions Inc. and its divisions (“Trivolio”, “Embassy Productions Inc.”, “Optix Digital Solutions”, “we”, “our”, “us” ), and you or the entity or organization that you represent.

If you are an individual using the Services for your own purposes: (1) all references to “Customer”, “you’, “your” are to you and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement. If you are using the Services on behalf of an entity or organization that you represent: (1) all references to “Customer” are to that entity or organization and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of Customer.

This Agreement becomes binding and effective on Customer upon the earliest of: (1) when you access or use the Services, (2) when you click an “I Accept,” “Sign up” or similar button or check box referencing this Agreement, or (3) when you enter into an Order (as defined below) with us.

Orders.

Access and Use.

2.2. All rights granted by each Party to the other under this Section 2 are limited, nonexclusive and, except as otherwise provided in this Agreement, non-transferable.

Availability.

Support.

Security and Privacy.

5.2. Customer is responsible for properly configuring the Services in accordance with the Documentation, enabling single sign-on for Customer’s accounts, and securing access passwords, keys, tokens or other credentials used by Customer in connection with the Services (collectively, “Customer Credentials”). Customer agrees to use reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify us if Customer believes (a) any Customer Credentials have been lost, stolen or made available to an unauthorized third party or (b) an unauthorized third party has accessed the Services or Customer Data.

5.3. Except for limited Personal Information in Account Data, we do not require Personal Information for Customer’s access and use of the Services. Customer shall limit Personal Information in Account Data to only that necessary for the creation and administration of its account. With regard to Customer Data, Customer shall not use the Services to Process any Sensitive Information and shall use reasonable efforts to restrict the inclusion of other Personal Information in Customer Data. The Documentation provides further information on both filtering Personal Information from and masking Personal Information in, data before they are submitted to the Services.

5.4. We may Process information about Customer’s configuration and use of the Services (“Usage Data”), Customer Data and Account Data: (a) to manage Customer’s account; (b) to provide and improve the Services and Support, including to address Support Requests and troubleshoot other issues; and (c) to provide Customer and Authorized Users insights, service and feature announcements and other reporting. We may also Process Usage Data that has been aggregated and/or anonymized (including, for clarity, that does not allow a third party to identify Customer as the source of the information): (i) to develop new services and features and (ii) to promote our services, including, for example, through analyses of patterns and trends. Our Processing of Usage Data, Customer Data and Account Data shall at all times be subject to our obligations under this Agreement, including those of security under Section 5.1 and confidentiality under Section 11; the DPA (as defined in Section 7.1), if applicable; and, with respect to Account Data, the Privacy Policy.

Customer Responsibilities and Restrictions.

6.2. No provision of this Agreement includes the right to, and Customer shall not, directly or indirectly: (a) enable any person or entity other than Authorized Users to access and use the Services; (b) attempt to gain unauthorized access to any Service or its related systems or networks; (c) use any Service to access our Intellectual Property Rights except as permitted under this Agreement; (d) modify, copy or create any derivative work based upon a Service or any portion, feature or function of a Service; (e) resell, distribute or otherwise make available any Service to any third party, including as part of a managed services offering; (f) except to the extent limited by Applicable Law, reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, the Services or access or use the Services or Documentation in order to (1) copy ideas, features, functions or graphics, (2) develop competing products or services, or (3) perform competitive analyses; (g) remove, obscure or alter any proprietary notice related to the Services; (h) send or store Malicious Code; (i) use or permit others to use the Services in violation of Applicable Law; or (j) use or permit others to use the Services other than as described in the applicable Order, Documentation and this Agreement.

6.3. We reserve the right to investigate potential violations of the above provisions of this Section 6. In the event we reasonably believe a violation has occurred, in addition to any other remedies available at law or in equity (including termination pursuant to Section 14.2), We will have the right to suspend Authorized Users suspected of the violation from accessing the Services for so long as is reasonably necessary to address the potential violation. Except where we reasonably believe the violations are willful, or in urgent or emergency situations, We will notify Customer of any such suspension in advance (each, a “Suspension Notice”) and work with Customer in good faith to resolve the potential violation. For clarity, We reserve the right, but do not assume any obligation to Customer (except with respect to the Suspension Notice), to take any of the actions described in this Section 6.3.

Compliance with Applicable Laws.

7.1. Each Party shall comply with Applicable Laws concerning the privacy and protection of Personal Information. Without limiting Section 6.1, Customer will be solely responsible for providing any notices required by Applicable Law to and receiving any consents and authorizations required by Applicable Law from, persons whose Personal Information may be included in Account Data, Customer Data or Customer Credentials. Without limiting Section 5.3, if Customer believes Customer Data may include the Personal Information of natural persons located in the European Economic Area and wishes to execute a Data Processing Addendum (“DPA”) pursuant to the GDPR, Customer may do so by submitting a request by email to webadmin@optix.digital. Promptly following our receipt of Customer’s request, we will send Customer a DPA ready for execution.

7.2. Each Party shall comply with Applicable Laws concerning anti-bribery and anti-corruption. As of the date of this Agreement and the date of each Order, Customer represents that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee, agent or representative of ours or Affiliates in connection with this Agreement. Customer agrees to promptly notify us if it learns of any violation of the foregoing. This representation is not intended to include customary and reasonable gifts and entertainment provided in the ordinary course of business, to the extent such gifts and entertainment are permitted by Applicable Law.

7.3. Each Party shall (a) comply with Applicable Laws administered by the Government of Canada, Province of Ontario or other governmental entity imposing export controls and trade sanctions (“Export Laws”), including designating countries, entities and persons (“Sanctions Targets”) and (b) not directly or indirectly export, re-export or otherwise deliver Services to a Sanctions Target, or broker, finance or otherwise facilitate any transaction in violation of any Export Laws. Customer represents that it is not a Sanctions Target or prohibited from receiving Services pursuant to this Agreement under Applicable Laws, including Export Laws.

Pricing and Fees.

8.2. If Customer is paying Fees using a credit card or any digital payment method supported by us, Customer authorizes us to charge Customer’s account for the Services using that payment method. Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid. If Customer notifies Trivolio to stop using a previously designated payment method and fails to designate an alternative, we may immediately suspend use and access to the Services. Any notice from Customer changing its billing account will not affect charges we submit to Customer’s billing account before We reasonably can act on Customer’s request. We use a third-party intermediary to manage credit card processing, and this intermediary is not permitted to use Customer’s credit card information except in connection with Customer’s authorized purchases. Notice (including email) from our third-party credit card processor declining Customer’s credit card or otherwise relating to Customer’s account will be deemed valid notice from us.

Taxes. All Fees are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”).

Ownership. As between the Parties: (a) Customer owns all right, title and interest in and to Customer’s Environment and Customer Data, including in each case all associated Intellectual Property Rights, and (b) We owns all right, title and interest in and to the Services, Documentation and Feedback, including in each case all associated Intellectual Property Rights. Except for the rights expressly granted by one Party to the other in this Agreement, all rights are reserved by the granting Party.

Confidentiality.

Disclaimers.

12.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES, SUPPORT AND ANY OTHER MATERIAL ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION OR WARRANTY, AND HAVE NO SUPPORT OBLIGATIONS OR LIABILITY, WITH RESPECT TO ANY CUSTOMER COMPONENT. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 13, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION, ANCILLARY TOOLS OR ANY OTHER MATERIAL, OR RESULTS OF THE USE THEREOF, WILL: (a) MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE ERROR-FREE OR (e) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH CUSTOMER COMPONENTS. ANY CHANGES TO CUSTOMER COMPONENTS (INCLUDING THEIR UNAVAILABILITY) OR THIRD-PARTY TERMS DURING AN ORDER TERM DO NOT AFFECT CUSTOMER’S OBLIGATIONS UNDER THE APPLICABLE ORDER OR THIS AGREEMENT.

Term and Termination.

13.3. No Early Termination; No Refunds. If an Order is terminated by Customer (i.e. not renewed) pursuant to Section 3, or by us pursuant to Section 14.2: (a) Customer shall not be obligated to pay any additional amounts specified in the Order following the effective date of expiration. In all other cases, and regardless of whether Customer uses the Services at the levels reflected in the Orders or otherwise, Customer will not be entitled to a refund of Fees paid and any unpaid Fees outstanding will become immediately due and payable. 13.4. The provisions set forth in the following Sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 5.4, 6.2, 7, 9 through 15, and 17 through 26.

Indemnification.

14.2. If the Services become, or in our opinion are likely to become, the subject of a Customer Infringement Claim, we may in our discretion and at its own expense: (a) obtain for Customer the right to continue using the Services; (b) modify the Services so that they no longer infringe or misappropriate; or (c) terminate this Agreement and all Orders and issue a Pro-Rated Refund. We will have no obligation to indemnify Customer for a Customer Infringement Claim to the extent it arises from any of the following (collectively, “Customer-Controlled Matters”): (i) Customer’s Environment, including Connections to Customer Components, whether enabled through APIs, Ancillary Tools or otherwise; (ii) Account Data, Customer Data or Customer Credentials (including activities conducted with Customer Credentials), subject to Trivolio’s Processing obligations under this Agreement; or (iii) use of the Services by Customer or an Authorized User in a manner that breaches an Order, Service Plan or this Agreement. SECTIONS 14.1 AND 14.2 STATE OUR ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR ANY CLAIM OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION.

Disclaimer; Limitations of Liability. DISCLAIMER. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRITY, ACCURACY, COMPLETENESS, SUCCESS, PROFITABILITY, RELIABILITY, AVAILABILITY OR EXPECTED OPPORTUNITIES ASSOCIATED WITH OUR SERVICE, DATA MADE AVAILABLE FROM THE SERVICE, APPLICATION PROGRAMMING INTERFACES (APIS) MAY NOT BE AVAILABLE AT ALL TIMES. WE PROVIDE SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO INDIRECT DAMAGES. THE PARTIES AGREE THAT THE ALLOCATIONS OF RISK MADE IN THIS AGREEMENT ARE REASONABLE. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, BUSINESS INFORMATION, GOODWILL, LOSS OF PROFITS OR REVENUE, OR OTHER PECUNIARY LOSS, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 15: (a) IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT; AND (b) IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO US BY YOU UNDER THE APPLICABLE ORDER(S), INCLUDING PRIOR ORDERS FOR THE SAME SERVICES, IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION (COLLECTIVELY, THE “EXCLUSIONS”) APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE EXCLUSIONS SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, CUSTOMER’S BREACH OF SECTION 6.2, OR CUSTOMER’S PAYMENT OBLIGATIONS TO US UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 15 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE PRICING FOR THE SERVICES.

Publicity. You shall not, except as otherwise required by Applicable Law or stock exchange requirements, issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use our marks or logos without our prior written consent. We may include your name and logo in our list of our customers, public website and other promotional material.

Notices. Subject to change pursuant to this Section: (a) our mailing address for notices is at 597 Canyon Street, Mississauga, Ontario L5H 4L8 and its email address for notices is webadmin@optix.digital and (b) Customer’s physical and email addresses for notices are those associated with its Order(s). Notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to be sufficiently given: (i) one business day after being sent by overnight courier to the Party’s physical address; (ii) three business days after being sent by registered mail, return receipt requested, to the Party’s physical address; or (iii) one business day after being sent by email to the Party’s email address (provided that (1) the sender does not receive a response that the message could not be delivered or an out-of-office reply and (2) any notice for an indemnifiable Action must be sent by courier or mail pursuant to clause (i) or (ii)). Either Party may change its address(es) for notice by providing notice to the other in accordance with this Section.

Customer Affiliates. Where an Affiliate of Customer has not entered into an Order or other separate agreement directly with us, you may authorize that Affiliate (each, a “Participating Affiliate”) to access and use the Services under an existing Order between you and us. In such cases, references to “Customer” in the applicable Order and this Agreement will be deemed references to both Customer and the Participating Affiliate. Customer and its Participating Affiliates will be jointly and severally liable for compliance with this Agreement and all Orders hereunder. As between you and us, Customer accepts full liability for the acts and omissions of its Participating Affiliates.

Assignment. You will not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to any successor by way of any merger, consolidation or reorganization, sale of all or substantially all of our assets, change of control or by operation of law.

Independent Parties; No Third-Party Beneficiaries. The Parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one Party as an employee, agent, joint venture partner or servant of another. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by acts of God; flood, fire or explosion; war, terrorism, invasion, riot or other civil unrest; embargoes or blockades in effect on or after the date of this Agreement; or national or regional emergency (each of the foregoing, a “Force Majeure Event”), in each case, provided the event is outside the reasonable control of the affected Party, the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue, and the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with the laws of the Province of Ontario and all applicable federal laws of Canada, without regard to its conflict of law principles. The Parties do hereby irrevocably consent to the jurisdiction of the appropriate courts located in Mississauga, Ontario for the resolution of any disputes arising out of this Agreement. The parties also agree that they will first attempt to resolve any disputes arising under this Agreement through good faith negotiations.

Miscellaneous.

This Agreement, together with all Orders, and the TOU, is the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, questionnaires and other communications and agreements between the Parties (oral or written) relating to the subject matter of this Agreement. Any terms and conditions of any other instrument issued by Customer in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. Additionally, this Agreement supersedes any confidentiality, non-disclosure, evaluation or trial agreement previously entered into by the Parties with respect Customer’s or an Affiliate’s evaluation of the Services or otherwise with respect to the Services. We may update and change this Agreement at any time and such change will be posted here at: help.optix.digital. The failure of a Party to exercise or enforce any condition, term or provision of this Agreement will not operate as a waiver of such condition, term or provision. Any waiver by either Party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.

Definitions.

“Affiliate” means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.

“Applicable Laws” means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular Party’s performance under this Agreement.

“TOU” means our Terms Of Use Policy, currently available at: https://help.optix.digital/faqs/acceptable-use-policy-terms-of-use

“Authorized User” means an individual employee, agent or contractor of Customer or a Participating Affiliate for whom subscriptions to Services have been purchased pursuant to the terms of the applicable Order and this Agreement, and who has been supplied user credentials for the Services by Customer or the Participating Affiliate (or by us at Customer’s or a Participating Affiliate’s request).

“Available” means the Services are available for access and use by end users over the internet; “Availability” has a correlative meaning. Availability is assessed from the point where the Services are made available from Trivolio’s hosting provider and measured in minutes over the course of each calendar month during the Order Term. Customer may request Availability information by submitting a Support Request.

“Documentation” means Trivolio’s standard user documentation for the Services, currently available at help.optix.digital

“Exceptions” means any of (a) Customer’s breach of this Agreement, an Order or the TOU; (b) Customer’s failure to configure and use the Services in accordance with the Documentation; (c) failures of, or issues with, Customer’s Environment; (d) Force Majeure Events; (e) Trivolio’s suspension of Authorized Users’ access to the Services pursuant to Section 8.3 or 16.2; or (f) maintenance during a window for which Trivolio provides notice by email or through the Services in advance.

“Feedback” means bug reports, suggestions or other feedback with respect to the Services or Documentation provided by Customer to Trivolio, exclusive of any Customer Confidential Information therein.

“GDPR” means the General Data Protection Regulation 2016 / 679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing of Directive 95/46/EC.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Order” means a separate order for Services pursuant to this Agreement: (a) completed and submitted by Customer online at the Our sites and accepted by US or (b) executed by Us and Customer.

“Order Term” means, with respect to each Order, the initial subscription term for the Services specified in the applicable Order and all Renewal Order Terms, if any. In the event an Order does not specify a fixed term, then the Order Term will run from the Order’s effective date until the end of the calendar month in which either Party gives notice of termination in accordance with Section 20, unless the Order is otherwise terminated earlier in accordance with this Agreement or the Order.

“Party” means each of us or you.

“Personal Information” means information relating to an identified or identifiable natural person that is protected by Applicable Laws with respect to privacy where the individual resides.

“Privacy Policy” means Our standard Privacy Policy, currently available at optix.digital/privacy

“Process” means to perform an operation or set of operations on data, content or information, including to submit, transmit, post, transfer, disclose, collect, record, organize, structure, store, adapt or alter; “Processing” has a correlative meaning.

“Sensitive Information” means the following categories of Personal Information: (a) government-issued identification numbers, including Social Security numbers, Social Insurance numbers; (b) financial account data; (c) biometric, genetic, health or insurance data; (d) financial information; (e) data revealing race, ethnicity, political opinions, religion, philosophical beliefs or trade union membership; (f) data concerning sex life or sexual orientation; and (g) data relating criminal convictions and offenses. Without limiting the foregoing, the term “Sensitive Information” includes Personal Information that is subject to specific or heightened requirements under Applicable Law or industry standards, such as Social Security numbers in the United States, protected health information under the U.S. Health Insurance Portability and Accountability Act, nonpublic personal information under the U.S. Gramm-Leach-Bliley Act, cardholder data under the PCI Data Security Standard, and special categories of personal data under the GDPR.

“Service Plan” means the packaged plan and associated features, as detailed on our website, sign-up page, marketing material or invoices for the Service to which Customer subscribes.

“Services” means the hosted services to which Customer subscribes through, or otherwise uses following, an Order that are made available by us online via the applicable login page and other web pages designated by us. We may make such changes to the Services as we deem appropriate from time to time, provided such changes do not materially decrease the features or functionality of the Services as they existed at the effective date of this Agreement.

“Support” means our standard customer technical support for the Services, currently provided exclusively via our self-help portal (help.optix.digital)

Counterparts. Any written Order may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. Delivery of an executed counterpart of a signature page to an Order by fax or by email of a scanned copy, or execution and delivery through an electronic signature service (such as DocuSign), shall be effective as delivery of an original executed counterpart of the relevant Order.

Changes to this Agreement. We may modify this Agreement at any time by posting a revised version at help.optix.digital, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an Order specifies a fixed term of 12 months or longer, the modifications will instead be effective immediately upon the start of the next Renewal Order Term. In either case, if Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose not to renew, including canceling any terms set to auto-renew. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the order.

Question 2

Acceptable Use Policy / Terms of Use

Accepted Answer

By accessing or using our website(s) or the mobile version thereof (the “Site”) you are subject to this Acceptable Use Policy or Terms of Use (“TOU”). This TOU applies to the use of any product, service or the Site (collectively, the “Service”) provided by us (“Company”, “Optix Digital Solutions”, “Trivolio”, “Embassy Productions Inc”, “we”, or “our”) directly or indirectly from another.

This Acceptable Use Policy or Terms of Use (“TOU”) applies to the use of any product, service or website (the “Service”) provided by us (“Company”, “Optix Digital Solutions”, “Trivolio”, “Embassy Productions Inc”, “we”, or “our”) directly or indirectly from another third party. By accessing or using the Service, including the mobile version thereof, you (the “User”) are subject to this TOU and Privacy Policy, available at help.optix.digital; you acknowledge that you have read, understand and agree to be bound by these TOU and Privacy Policy.

If any provision in this Policy conflicts with a term in the Subscription Agreement or the Terms of Use, then the applicable provisions of the Subscription Agreement and the Terms of Use will prevail unless the term in this Policy specifically states that it will prevail.

If you violate this Policy, we may suspend or terminate your use of the Service or access to the Site. Our right to suspend or terminate your use of the Service or Site applies even if a breach is committed unintentionally or without your authorization if we believe that suspension or termination is necessary to ensure compliance with laws or to protect the rights, safety, privacy, security or our property, customers or third parties.

We reserve the right, at our sole discretion, to update these terms at any time. If you do not agree to abide by these or any future TOU, do not use or access (or continue to use or access) any of our services or the Site. When we change this TOU, the last revised date will show.

Registration and Account Security In consideration of your use of the Site and/or Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. Intellectual Property & Proprietary Rights.

You may not use the Service or Site in any manner that would result in an infringement, dilution, misappropriation or other violation any intellectual property or proprietary rights of others, including but not limited to copyrights and rights arising from patents, trademarks and trade secrets.

All content on the Site and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of Embassy Productions Inc., its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. You may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation and any other use of the Site Content is strictly prohibited. Such license is subject to this TOU and does not permit the use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Embassy Productions Inc, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this TOU shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

Harmful Content

No Framing or Scraping

Email and Unsolicited Messages

System Security

Privacy

Please review our Privacy Policy for more to learn about our information collection, usage and disclosure practices with respect to information collected by us through the Site.

Global Availability

Compliance with Laws

No High-Risk Use

You are responsible for violations of this Policy by anyone using the Service or Site with your permission or using your account on an unauthorized basis. Your use of the Service or Site to assist another person in an activity that would violate this Policy if performed by you is a violation of this Policy. This Policy applies to anyone accessing or using the Service or the Site; however, each prohibition included in this Policy shall be interpreted to include, and apply to, any action directly or indirectly taken, authorized, facilitated, promoted, encouraged or permitted by a user of the Service or Site, even if such person did not themselves violate the prohibition.

Monitoring and Enforcement

Third-Party Services

Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL WE, OUR AFFILIATES OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE SITE; AND (b) IN NO EVENT SHALL OUR CUMULATIVE AND AGGREGATE LIABILITY UNDER THESE TERMS EXCEED TWO HUNDRED U.S. DOLLARS. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Responsibility for End Users

If you violate these Terms, we may suspend or terminate your use of the Site or Services. Our right to suspend or terminate your use of Site or Service applies even if a breach is committed unintentionally or without your authorization if we believe that suspension or termination is necessary to ensure compliance with Applicable Laws or to protect the rights, safety, privacy, security or our property, customers or third parties. We reserve the right, but do not assume the obligation, to investigate any violation of these Terms or misuse of the Site. We have the right in our sole discretion to edit, refuse to post or remove any Content posted, displayed, published or made available for download or use on the Site that we find to be in violation of these Terms. We may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing appropriate customer data. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations.

Electronic Communications. When you visit the Site or send emails to us, you are communicating with us electronically; and you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Governing Law

Reporting Violations

Subscription Agreement

Acceptable Use Policy / Terms of Use

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