Terms and Conditions of Use Agreement (*)

The VeritableSoft web site, application and the services provided from the VeritableSoft Innovations web site and applications, including "LoyaltyOptions", "APEP", "Option Tracker Anywhere" and other white-labeled sites (collectively, the “Site”) are owned and operated by VeritableSoft Innovations Inc. (the “Company” or VeritableSoft Innovations), except as otherwise indicated. By using this site and/or logging into the applications you agree to bind your company (hereinafter “you”,) to this Terms and Conditions of Use Agreement (“Agreement”).

VeritableSoft hereby grants you a non-exclusive, non-transferable, worldwide right to use the Site, solely for you and your employees own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by VeritableSoft Innovations.

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VeritableSoft owns the intellectual property rights for all material. All intellectual property rights are reserved. Licensee shall not use, print, copy, modify, or alter the Licensed Program in whole or in part except as expressly provided for in this Agreement.

In addition, all obligations set forth in this agreement shall survive any termination or expiration of this agreement or discontinuance of the license granted under this Agreement.

a)      Without our expressed written permission, you must not:

•          Republish material from the site

•          Sell or sub-license material from the site

•          Reproduce, duplicate or copy material from the site

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b)      You may not access the Site unless you are an employee or a contractor of the licensed company. Providing access to the site to anyone else is a direct violation of this agreement.

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c)      Licensee has no permission to decompile, disassemble, or analyze the Licensed Program by "reverse engineering" and each attempt thereto shall constitute an infringement to this Agreement.

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d)     You may not access the Site for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes unless such monitoring is necessary due to the gross negligence or intentional mistakes done by VeritableSoft Innovations.

You are responsible for all the activity occurring under your user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Site, including those related to data privacy, international communications and the transmission of technical or personal data. You shall:

1. notify VeritableSoft promptly of any unauthorized use of any password or account or any other known or suspected breach of security

2. report to VeritableSoft promptly and use reasonable efforts to stop promptly any copying or distribution of Content that is known or suspected by you or your users

3. not impersonate another user or provide false identity information to gain access to or use the Site.

VeritableSoft may change, suspend, or terminate, temporarily or permanently, your access to this Site (or any part thereof) at any time, should VeritableSoft Innovations have reasonable cause to do so because you have violated the terms of this Agreement. VeritableSoft Innovations may restrict your access to parts of the Site because you have violated the terms of this Agreement, including non-payment of fees.

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VeritableSoft Innovations shall not be liable to you or to any third party for any change, suspension, termination or restriction of the service provided by this Site, except for the pro-rated amount of the annual fees that you have paid for using the Site and/or the application

You agree that the Licensed Software and Documentation, including the structure, sequence and organization of the Licensed Software are proprietary and confidential to Licensor. The contents of the Site and all materials displayed or otherwise accessible through the Site, and the selection and arrangement of information (the “Content”) are protected by copyright law, and are owned by VeritableSoft, or as otherwise noted to the contrary. The unauthorized use, modification or copying of the Content may violate copyright, trademark, and other laws that protect the intellectual property of VeritableSoft and named or unnamed third parties.

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The logos of VeritableSoft and its products displayed on the Site are trademarks owned by VeritableSoft . This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Site, the VeritableSoft Technology or the Intellectual Property Rights owned by VeritableSoft.

All the data pertaining to your company on VeritableSoft, including stock pricing date, (“Data”) is owned by you. You can download, add to it, modify it or delete it at any time. Upon your written request, VeritableSoft will remove your Data from the system. You, not VeritableSoft, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use of all Data, and VeritableSoft shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data resulting from your actions. Upon termination for cause, your right to access or use Data immediately ceases, and VeritableSoft shall have no obligation to maintain or forward any Data except for Data that you entered to the system up to the date of termination.

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VeritableSoft Innovations acknowledges that as a result of your use of the Site VeritableSoft Innovations may have access to information about VeritableSoft Innovations, its business, its employees, or its customers. Such information, including your Data, is deemed your Confidential Information. VeritableSoft Innovations agrees that all such Confidential Information shall be held in strict confidence and will not be disclosed to any third party.  VeritableSoft acknowledges that the unauthorized use, disclosure or duplication of the Confidential Information my cause you irreparable harm, the amount of which may be difficult to ascertain. VeritableSoft agrees that in addition to any other remedy to which it may be entitled by law or in equity, you shall be entitled to injunctive relief, and such other relief as you shall deem appropriate.  Further, VeritableSoft agrees that any violation of this section by VeritableSoft shall be a material breach of this Agreement and shall entitle you to immediately terminate this Agreement without penalty upon notice to VeritableSoft. The provisions of this section shall survive any termination, expiration or cancellation of this Agreement.

The Site and its Content is provided “as is”. While efforts have been made to present current, accurate and pertinent information, in case of a malfunction of the Site, and VeritableSoft failing to rectify this malfunction within a reasonable amount of time, you would be entitled to an amount that does not exceed your pro-rated remaining annual fee calculated from the time of reporting the system malfunction.

VeritableSoft takes no responsibility for the non-delivery, loss, delay, defect or alteration to communications through the use of the Site or the Internet. Except to the extent caused by VeritableSoft acts or omissions VeritableSoft is not responsible for any damages you or any third party may suffer as a result of the transmission of confidential information through the Internet, e-mail links, calculations or fill-in forms on this Site.

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1. Limitation of Liability: For each product or service you license from VeritableSoft under this agreement, VeritableSoft total, cumulative liability to you, is limited to the amount of Fees you paid for that product or service (regardless of the nature of the liability or the nature or number of claims giving rise to the liability). VeritableSoft Innovations will not, under any circumstances or any theory of liability, be liable to you for any lost profits, loss of data, or consequential, incidental, or special damages arising from this agreement or the products and services provided to you under this agreement.

2. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL VERITABLESOFT, ITS SUBSIDIARIES OR AFFILIATED COMPANIES, OR THEIR EMPLOYEES, DIRECTORS, OFFICERS, PARTNERS, CONTRACTORS, AGENTS OR LICENSORS BE LIABLE TO YOU, ANY SITE USER OR ANY THIRD PARTY FOR DIRECT DAMAGES IN EXCESS OF TWO (2) TIMES THE ANNUAL FEE PAYABLE BY YOU HEREUNDER.

3. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY , INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY INJURY, LOSS, COSTS OR EXPENSES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR GOODWILL, BUSINESS INTERRUPTION, LOST OR DAMAGED DATA OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH)), TORT (INCLUDING NEGLIGENCE), NON-INFRINGEMENT OR OTHERWISE.

4. ​THE LIMITATIONS SET FORTH IN SECTIONS 9.2 AND 9.3 SHALL NOT APPLY TO LIABILITY FOR CLAIMS ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

5. IN NO EVENT SHALL YOU HAVE ANY PERSONAL LIABILITY FOR YOUR USE OF THE SITE ON BEHALF OF YOUR COMPANY.

6. VeritableSoft MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE OR ANY CONTENT. VeritableSoft DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SITE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) ANY STORED DATA WILL BE ACCURATE. THE SITE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

1. To the maximum extent permitted by applicable law, you will indemnify, defend and hold harmless VeritableSoft from and against all claims, expenses and liability arising from your use of this Site and the Content. VeritableSoft shall provide you with prompt written notice of such claim. You shall have sole control and authority with respect to the defense or settlement of any claim and VeritableSoft shall cooperate reasonably with you in the defense of any claim. You shall not enter into any settlement that imposes liability or restrictions on VeritableSoft Innovations without the prior written approval of VeritableSoft, such consent not to be unreasonably withheld or delayed.

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2. VeritableSoft agrees to indemnify you and hold you harmless from any loss, cost, expense, damage or liability resulting from any judicial action brought or threatened against you based on an allegation that the Site or your  use of the Site infringes a United States, Canadian or European patent, trademark or copyright, constitutes a mis-appropriation of a third party’s trade secret, or otherwise violate a third party’s right to privacy, attribution, integrity or withdrawal; provided VeritableSoft is promptly notified of such action (except, VeritableSoft shall not be relieved of its obligations hereunder by virtue of your failure to promptly notify VeritableSoft, except to the extent a material prejudice to VeritableSoft's ability to conduct the defense directly results from such failure) and VeritableSoft is given the opportunity to fully control the defense and/or settlement or compromise of such action (provided however VeritableSoft shall not enter any settlement which admits fault or impairs your rights without your prior written approval).  You shall reasonably cooperate at VeritableSoft's sole and exclusive expense, with VeritableSoft in the defense of such actions and all related settlement negotiations.  In the event any such claim or infringement is made or threatened, or your use of the Site is enjoined, VeritableSoft Innovations shall, in its reasonable discretion, either (a) obtain the right for you to continue use of the Site, (b) provide to you a functionally equivalent Site, (c) replace or modify the Site to render it non-infringing while retaining like capability, or in the event (a) (b) and (c) are not possible after using all commercially reasonable efforts, (d) terminate this Agreement.

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3. Exclusions: VeritableSoft Innovations will have no obligation to defend or indemnify you with respect to any claim that is based on or attributable to any of the following:

• any modification made to the Licensed Product by anyone other than VeritableSoft;

• the combination or use of the Licensed Product with other products, processes, or materials not supplied by VeritableSoft Innovations or specified in the Documentation as being necessary to use the Licensed Product;

• your continued engagement in infringing activities after you were notified of the infringement or after VeritableSoft informed you of a modification or workaround that would have avoided the infringement;

• your use of the Licensed Product in a manner not permitted by this agreement; and

• incorrect entry of data into the system.

You agree that you will not use the Site to:

1. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; or

2. violate any applicable local, provincial, national or international law, or any regulations having the force of law.

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Content, use of the Site, or access to the Site. You will not make your account available to any other party except for your company’s users.

DISCLOSURE OF THE APPLICATION FUNCTIONALITY TO A COMPETITIVE FIRM, IN ANY FORM, WILL CONSTITUTE A SEVERE BREACH OF THIS AGREEMENT, AND IS STRICTLY DISALLOWED WITHOUT THE PRIOR WRITTEN PERMISSION OF VeritableSoft. IN CASE OF THIS SPECIFIC DISCLOSURE BREACH, VeritableSoft WILL PURSUE ALL AVAILABLE RIGHTS AND REMEDIES AGAINST BOTH YOU AND THE COMPETITIVE FIRM.

Recognizing that the Internet is of a global nature and that users may be resident in many countries, you agree to comply with all local rules regarding use of this Site. In particular, you agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.

You agree that this Agreement, and any disputes in connection with your use of this Site or the Content, will be governed by the laws of the Province of Ontario, and the laws of Canada applicable therein, without regard to conflict of laws principles. You expressly consent and submit to the non-exclusive jurisdiction and venue of the courts of the state of Ontario in all actions, disputes, or controversies relating to your access to or use of this Site. If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, then such provision shall be severed and the remaining provisions shall remain in full force without being invalidated in any way.

You shall pay all fees or charges to your account in accordance with the price ranges fees, charges, agreed to. Payment is due within thirty days of your receipt of an invoice (by email) and billing terms in effect at the time a fee or charge is due and payable. You are responsible for paying for all user licenses ordered for the entire License Term, whether or not such user licenses are actively used. VeritableSoft Innovations charges and collects in advance for use of the Site.

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VeritableSoft Innovations retains the right to change this price at any time for new customers. The price for existing clients will be grandfathered and will not increase by more than the higher of 5% or the inflation rate as measured by the published Consumer Price Index in your country of residence.

Under this agreement, VeritableSoft Innovations will provide the following services:

• hosting of VeritableSoft Applications

• back-up services

• upgrades and bug-fixes to the existing functionality of VeritableSoft Innovations

• on-line, e-mail and telephone support

No additional fees are required for the above-mentioned services.

You may terminate your contract to use VeritableSoft Innovations at any time. Except in case or termination as a result of your breach to these terms and conditions, within 30 days of receiving your written request to terminate your contract, VeritableSoft Innovations will delete all your data from the system, and will provide you with a copy of this data in a spreadsheet format.

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Any breach of your payment obligations or unauthorized use of the VeritableSoft Innovations Technology or Service will be deemed a material breach of this Agreement. VeritableSoft Innovations, in its sole discretion, may terminate your password, account or use of the Site if you breach or otherwise fail to comply with this Agreement. Upon termination as a result of your breach of the terms and conditions, your right to access or use Data immediately ceases, and VeritableSoft Innovations will have no obligation to maintain or forward any Data.

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If the termination notice is received after the start of the new licensing period, you will still have to pay for the full amount of the license for the new licensing period.

VeritableSoft will notify you about any significant changes in the company operations or ownership structure that would have an impact on your VeritableSoft Innovations usage as soon as VeritableSoft is aware of these changes.

We ask that you promptly report to us any problems, which you encounter so that we can work together to monitor and improve the service provided by this Site. Please contact VeritableSoft Innovations at:

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e-mail: VS_Info@LoyaltyOptions.ca

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phone: 647 945 6604

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regular mail:

VeritableSoft Innovations Inc.
17 Grove Park Crescent
Toronto, ON
Canada M2J 2C7

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Any notice required by this Agreement shall be in writing and deemed to have been properly given when (a) delivered in person, (b) sent by certified or registered mail, (c) sent by commercial overnight courier service to the regular mail address set above, (d) sent by e-mail and receipt is confirmed.