PLEASE CAREFULLY READ THE FOLLOWING TERMS.  BY CLICKING “LOG IN” AND/OR USING ANY PRODUCT, SOFTWARE OR SERVICE PROVIDED BY INFOMICS SOULTIONS INC. AND/OR INFOMICS PARTIES , YOU INDICATE THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE INFOMICS USER PRIVACY POLICY AND HEREBY ENTER INTO A LEGALLY BINDING AGREEMENT WITH INFOMICS SOLUTIONS INC.  IF YOU DO NOT AGREE WITH THESE TERMS DO NOT CLICK ON “LOG IN” AND DO NOT USE ANY PRODUCT, SOFTWARE OR SERVICE PROVIDED BY INFOMICS SOLUTION INC. AND/OR INFOMICS PARTIES.

INFOMICS SOLUTIONS INC. USER AGREEMENT

This Agreement, the Terms and Conditions is made by and between Infomics Solutions Inc. (“Infomics”) and the person/entity (including Assigned Organizations) using any of the products, software, or services provided by Infomics and/or Infomics parties.  Infomics carries on the business of providing users (“Users”) with education technology providing access to web-based education tool facilitated through web-based software (the “Software”).

THIS AGREEMENT SETS FORTH THE TERMS UNDER WHICH INFOMICS WILL PROVIDE THE SOFTWARE. USER’S ACCESS TO AND USE OF ANY PRODUCT, SOFTWARE OR SERVICE PROVIDED BY INFOMICS SOULTIONS INC. AND/OR INFOMICS PARTIES IS GOVERNED SOLELY BY THE TERMS OF THIS AGREEMENT WHICH SUPERSEDES THE TERMS OF ANY OTHER PRIOR WRITING OR UNDERSTANDING BETWEEN THE PARTIES. It is understood that USER may have ACCESS TO USE THE SOFTWARE THROUGH an agreement with a third party organization (“Assigned Organization”) and in such, case, the terms of the agreement with the assigned organization may supersede the terms of this agreement in the event of conflict with this agreement.  

TERMS AND CONDITIONS

1.     TERM and definitions

1-      Term of Agreement. This Agreement shall remain in full force and effect from the date hereof and shall continue unless and until terminated as provided in Section 6.

2-      Definitions.  As used in this Agreement:

a.      “Personal Information” means information about an identifiable individual, including User, that is collected, used and disclosed in the course of delivering Services while using the Software.

b.      “Infomics Parties” means Infomics and/or its owners, officers, directors, agents, subsidiaries, suppliers and/or employees.

2.     USER’S USE OF THE SOFTWARE

1-      No Delegation of using the software.  User shall personally use the software and shall not delegate using the software to anyone else.

2-      Representations, Warranties and Covenants of users.  User represents, warrants and covenants to Infomics (and Infomics is relying on such representations, warranties and covenants in entering in to this Agreement) as follows:

a.      that User will be solely responsible for how User uses the software;

b.      that User will use the software as the case may be, sees fit, but only:

                                                                 i.      in a diligent and professional manner, and to the best of his or her ability, experience and talents, and always, in strict accordance with all Applicable Laws;

                                                                ii.      pursuant to the terms and conditions of this Agreement;

                                                              iii.      in conformity with the standards of quality and ethics as set down by any applicable licensing, certification, credentialing professional association governing the User; and

                                                              iv.      User will only use the software as the User is certified, licensed, permitted or credentialed to provide in the Jurisdiction and no other services whatsoever.

c.      that User will maintain, at all times during this Agreement, and at Professional User’s sole expense, membership license, certification or credential in good standing with any association or organization as may be necessary or desirable to be compliant with Applicable Laws or otherwise under Section 2.4;

d.      that User at all times during this Agreement, will hold all licenses, certificates and degrees required to provide Professional Services lawfully in any Jurisdiction in which User is situated;

e.      that User, at all times during this Agreement, shall use the software in a secure and confidential manner and in accordance with Infomics’s security policies, rules, and requirements as may be provided to User from time to time;

f.       that User, at all times during this Agreement, shall use the software contemplated hereunder in accordance with the Infomics User Privacy Policy, rules, and requirements as may be provided to User from time to time and shall comply with Applicable Laws regarding Personal Information in using the software; and

g.      that User’s will remain liable for any (i) compliance with the legislation in respect of the information provided to Infomics; (ii) acts or omissions of User in respect to the use of the software including, but not limited to any claims for damage or injury to persons or property or security breaches; or (iii) any violation of any law (local, domestic or foreign) by User (or by association, Infomics) in using the  Software, or providing any Professional Services on or through the Software, and User hereby irrevocably agrees to indemnify, defend and hold harmless Infomics from any and all costs, damages, expenses, fees or other amounts arising out of, or related to any claims, suits proceedings (actual or threatened) by any person relating to (i), (ii) or (iii).

3-      Non-Exclusivity. Nothing in this Agreement will be construed as:

a.      obligating  Infomics to exclusively provide the Software to user;

b.      restricting Infomics from utilizing the data added, entered or uploaded to the Software.

4-      Insurance. User represents and warrants to Infomics that that User will be appropriately insured for acts and omissions.

5-      License.  Subject to User complying with each term of this Agreement, Infomics hereby grants to User a limited, revocable, personal, non-sub-licensable, non-transferable, non-exclusive right to access and use the Software in accordance with this Agreement solely for Education purposes and not for resale or to provide services to third parties.

6-      Access and Security Guidelines.  User will use his/her real name and valid email address and create a password to use in association with User’s email address for access to and use of the Software and/or any other products and services provided by Infomics Parties. User is solely responsible for ensuring the security and confidentiality of his/her password. User shall not share his/her password with anyone at any time. User will prevent unauthorized access to or use of the Software and/or any other products and services provided by Infomics Parties, and notify Infomics promptly of any such unauthorized use.  User is responsible for the use of the Software and/or any other products and services provided by Infomics Parties or any other person using User’s password.  It is User’s responsibility to ensure that User’s account password is of sufficient strength and is changed regularly to prevent unauthorized access.  User shall ensure that the User’s system is secure and uses an up-to-date commercially available anti-virus and security software. Infomics Parties has no responsibility whatsoever for any User system.  User will not use access to the software and/or any other products and services provided by Infomics Parties to: (a) harvest, collect, gather or assemble information or data regarding the software, any other products and services provided by Infomics Parties, or information or data of other users without their consent; (b) access, modify or copy any data or information of the software and/or any other products and services provided by Infomics Parties or other users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the software and/or any other products and services provided by Infomics Parties or the data contained therein; or (d) harass or interfere with another User’s use and enjoyment of the software and/or any other products and services provided by Infomics Parties. Infomics makes no representations that the Software is appropriate, legal or available for use in User’s jurisdiction. Those who access or use the Software and/or any other products and services provided by Infomics Parties do so at their own volition and risk, and are responsible for compliance with all applicable law (local, domestic and international).

7-      User Data.  User is solely responsible for any data User posts to the software and/or any other products and services provided by Infomics Parties.  User will not provide, post or transmit any data, information, content or material that: (a) infringes, misappropriates or violates any intellectual property rights, publicity/privacy rights or other rights of any third party, or any law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data, security or Personal Information. Infomics may take any remedial action if User violates this Section 2.7; however, Infomics is under no obligation to review any data, information, content or material on the software and/or any other products and services provided by Infomics Parties for accuracy or potential liability.

8-      Use Restrictions.  User is responsible for all activities that occur under User’s account. User will not, and will not attempt to, do any of the following: (a) reverse engineer, disassemble or decompile any component of the software and/or any other products and services provided by Infomics Parties (b) interfere in any manner with the operation of the software and/or any other products and services provided by Infomics Parties, or the hardware and network used to operate the software and/or any other products and services provided by Infomics Parties; (c) use the software and/or any other products and services provided by Infomics Parties for the benefit of a third party or operate a service bureau; (d) modify, copy or make derivative works based on any part of the software and/or any other products and services provided by Infomics Parties; (e) otherwise use the software and/or any other products and services provided by Infomics Parties in any manner that exceeds the scope of use permitted under this agreement; (f) use or  access the software and/or any other products and services provided by Infomics Parties in any way that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (g) use or access the software and/or any other products and services provided by Infomics Parties in any way that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, national or international law; (h) use or access the software and/or any other products and services provided by Infomics Parties in any way that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party anywhere in the world; (i) use or access the software and/or any other products and services provided by Infomics Parties in any way that discloses personal information about another person, unless permitted by this Agreement, or that impersonates any person or entity or otherwise misrepresents User’s affiliation with a person or entity; (j) use or access the software and/or any other products and services provided by Infomics Parties in any way for unsolicited promotions, political campaigning, advertising or solicitations; (k) use or access the software and/or any other products and services provided by Infomics Parties in any way that introduces or spreads viruses, corrupted data or other harmful, disruptive or destructive files in to the Software or programming routines intended to damage, surreptitiously intercept or expropriate any system, data, security or Personal Information; or (l) use or access the software and/or any other products and services provided by Infomics Parties in any way that, in the sole judgment of Infomics, is objectionable or which restricts or inhibits any other person from using or enjoying the Infomics, or which may expose Infomic or its Users to any harm or liability of any type, or creates or imposes an inappropriate load or creates large bandwidth-consuming transactions on the Infomics.

9-      No Competitive Use.  User may not subscribe for, use or access the Software if User is (or are engaged by) a competitor of Infomics, except with Infomics’s prior written consent. In addition, User may not subscribe for, use or access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

10-  Suspension or Cancellation of the User’s Use.  In addition to any other right or remedy that Infomics may have under this Agreement or at law, Infomics may terminate or suspend (partially or completely) User’s access to and use of the software and/or any other products and services provided by Infomics Parties in accordance with Section 6. User is responsible for any claims, fees, fines, penalties, and other liability incurred by Infomics or others caused by or arising out of User’s breach of this Agreement or its use of the Infomics.

11-  Content.  Infomics does not represent or guarantee the truthfulness, accuracy, or reliability of and takes no responsibility and assumes no liability for any content posted, stored or uploaded by User, any user of the infomics or any third party on, in or to the software and/or any other products and services provided by Infomics Parties, or for any loss or damage arising therefrom, nor is Infomics liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity User may encounter. USER’S USE AND ACCESS OF THE SOFTWARE AND/OR ANY OTHER PRODUCTS AND SERVICE PROVIDED BY INFOMICS PARTIES IS AT USER’S OWN RISK OF BEING EXPOSED TO SUCH MATERIAL.

12-  Security Vulnerability. In order to maintain the Software as secure as possible, User must not disclose any security vulnerability to any person except Infomics. Immediately upon discovering any issue or problem that may be pose a risk to the security or use of the software or to any User information, including Personal Information, User must notify Infomics immediately.

13-  The software and Technology. Infomics exclusively owns and retains all right, title and interest in and to the Software, materials, formats, designs, interfaces, information, text, data, graphics, images, video, logos, icons, audio, content, computer code, Infomics’s Confidential Information, and Infomics proprietary information and technology used by Infomics or provided to You in connection with the software and/or any other products and services provided by Infomics Parties and any compilation thereof (the “Infomics Technology”). The Infomics Technology is protected by intellectual property rights under the laws of Canada and other countries, including copyright and trademark laws and are owned by or licensed to Infomics. “Infomics Solutions Inc.,”  the UChart logo,  and other INFOMICS logos and product and service names are or may be trademarks of Infomics (the “Infomics Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, User agrees not to display or use the Infomics Marks, whether or not registered, in any manner. User must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the software and/or any other products and services provided by Infomics Parties. Other than as expressly licensed to User in this Agreement, no license or other rights in the the software and/or any other products and services provided by Infomics Parties are granted to User, and all such rights are hereby expressly reserved by Infomics. Infomics shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the Software.

3. FEES & PAYMENT TERMS

1-      Price Changes. Infomics reserves the right to adjust pricing for the software and/or any other products and services provided by Infomics Parties in any manner and at any time as it may determine in its sole and absolute discretion provided that, any price changes to the Software will take effect immediately.

2-      No Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. 

3-      Transaction Fees. For certain credit cards, the issuer of User's credit card may charge User a foreign transaction fee or other charges. These charges are solely the responsibility of the User.

4-      Billing. User hereby authorizes Infomics Parties to charge User a subscription fee upon registration for any service or software and/or provided by Infomics parties. In the case where Infomics has an agreement with an Assigned Organization (“Assigned Organization Agreement”) under the terms of which User is provided access to the Software and the payment is to be made by the Assigned Organization, then the payment terms are set out in the Assigned Organization Agreement and/or receipt provided for the Assigned Organization.

5-      Subscription Period. Provider will have access to the software and/or any other products and services provided by Infomics Parties for a limited time. Infomics reserves the right to decide on when to end user subscription for the software and for any other products and services provided by Infomics Parties.

4. INDEPENDENCE

1-      Independence. User is independent and not an employee, agent, joint venturer or partner of or with Infomics. User is solely responsible for the supervision and direction of the Services provided and shall be responsible for the manner in which the Services are performed, for the method employed in doing the same and for all acts and things done in the performance of the foregoing. Nothing contained in this Agreement and the relationship created between the parties hereby shall, directly or indirectly, constitute the employees, contractors and personnel of User to be an employee, joint venturer, agent or servant of Infomics and further, nothing herein shall operate or be construed to relieve User of any duties or obligations imposed upon it as an independent contractor.

2-      Authority

a.      No party shall have any authority to act for the other party or to incur any obligation on behalf of the other party except as specifically provided by this Agreement.

b.      Any liability or obligation incurred by one party without the written consent of the other party or as otherwise provided or permitted in this Agreement shall be the sole liability and obligation of that one party without any right to contribution from or indemnity by the other party.

5.     INFOMICS RESPONSIBILITIES

1-      Access to Information. During the term of this Agreement, Infomics shall respond in a timely basis to all reasonable requests by User for relevant information in support of User accessing the software hereunder.

2-      Access to the Software. To the extent applicable in the performance of any Services, Infomics shall provide User with the necessary access to use the Software to perform the Services, subject to the terms and conditions of this Agreement and the applicable terms of use. The User hereby acknowledges and agrees that the software and/or any other products and services provided by Infomics Parties is/are for education and training purposes only.

3-      Infomics Security. Infomics will use commercially reasonable efforts to ensure appropriate safeguards are in place to protect the security of Personal Information and will protect such information against risks such as access, use, disclosure, destruction and alteration. Infomics will limit access to Personal Information, within Infomics, to a “need-to-know” basis.  In accordance with Applicable Laws and subject to Infomics’s rights under this Agreement, INFOMICS will retain identifiable Personal Information in Canada and dispose of it once it is no longer required for the purposes of this Agreement. USER (AND NOT INFOMICS) IS SOLELY RESPONSIBLE TO ENSURE THAT IT HAS AND RETAINS BACKUP COPIES (OFF THE SOFTWARE) OF ALL personal INFORMATION and other information provided by users.

4-      EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, INFOMICS MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. THE SOFTWARE AND ANY OTHER SERVICES AND PRODUCTS PROVIDED BY INFOMICS AND/OR INFOMICS PARTIES IS PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INFOMICS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE SOFTWARE AND/OR ANY OTHER SERVICES AND PRODUCTS PROVIDED BY INFOMICS, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6.  TERMINATION

1-      Termination for Convenience. Infomics may terminate this Agreement by giving the other party written notice to User of three (3) business days.  User may cancel services through contacting Infomics. 

2-      Termination for Cause. This Agreement may be terminated by Infomics at any time if in the opinion of Infomics, which opinion shall be final and binding, any of the following occurs:

a.      User’s fraud, dishonesty, breach of a statute or any other law;

b.      any action or activity of User which may adversely affect Infomics’s interest or reputation, or otherwise bring Infomics into disrepute;

c.      a voluntary or involuntary bankruptcy or insolvency of User;

d.      conduct on the part of User that is detrimental to the business or the financial position of Infomics, as determined at the sole discretion of Infomics;

e.      conduct of User of a nature that, as determined at the sole discretion of Infomics, would affect or injure the reputation of Infomics;

f.       conviction of or plea by User of a criminal offence involving dishonesty or fraud or which may injure Infomics’s business or reputation;

g.      to the extent used in the Services or otherwise under this Agreement, any failure by User to comply with any of the terms of use for the software and/or any other products and services provided by Infomics Parties at any time; or

h.      any failure to comply with any term or condition of this Agreement or any representation or warranty of User being untrue, incorrect or inaccurate at any time under this Agreement.

3-      Survival. The terms and conditions of Section 2.4(g), Section 3.2(d), Section 8.3 (Survival), Section 9 (Confidentiality and Non-Disclosure), Section 10 (Indemnity and Remedies), Section 11 (Limitation of INFOMICS’s Liability) and Section 12 (General), as well as any indemnity specified in this Agreement, will survive any termination of this Agreement.

4-      Infomics. In the event of termination for cause or expiration of this Agreement for any reason, Infomics shall cease providing access to the software and/or any other products and services provided by Infomics Parties to User after the notice period specified herein.

7.     CONFIDENTIALITY AND NON-DISCLOSURE

1-      Confidential Information. "Confidential Information" shall mean all information provided by Infomics pursuant to this Agreement which is designated as confidential by Infomics or which ought reasonably to be considered confidential under the circumstances, including but not limited to, information regarding the software and/or any other products and services provided by Infomics Parties and financial information or fees paid to Infomics. User covenants and agrees that User shall not disclose to anyone any Confidential Information or use any Confidential Information provided by Infomics for any purpose other than the performance of User’s obligations under this Agreement. This obligation shall survive the expiry or termination of this Agreement for any reason.

2-      Return of Property. Upon expiry or termination of this Agreement, User shall return to Infomics any property or documentation of Infomics, and all Confidential Information (or destroy any Confidential Information that Infomics directs in writing to destroy which is not capable of being returned).

8. INDEMNITY AND REMEDIES

1-      INDEMNITY. USER SHALL INDEMNIFY, DEFEND AND SAVE INFOMICS PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LOSSES, EXPENSES, COSTS OR DAMAGES OF EVERY NATURE AND KIND WHATSOEVER WHICH INFOMICS PARTIES OR ITS’ USERS OR CUSTOMERS MAY SUFFER AS A RESULT OF THE ACTS OR OMISSIONS OF USER OR ANY PERSON THAT USER IS AT LAW RESPONSIBLE FOR IN THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, THE SERVICES, OR USE BY USER OF THE SOFTWARE AND/OR ANY OTHER PRODUCTS AND SERVICES PROVIDED BY INFOMICA PARTIES.

2-      Injunctions. The parties recognize that a failure by User to comply with any provision of this Agreement will result in damages to Infomics for which it could not be adequately compensated by monetary award. Accordingly, User agrees that in the event of such failure (or threatened failure) and in addition to any other remedies available to Infomics at law or in equity, Infomics shall be entitled as a matter of right, to apply to a court of competent equitable jurisdiction for such relief by way of a restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement.

9. LIMITATION OF INFOMICS’S LIABILITY

1-      LIMITATION. IN NO EVENT SHALL INFOMICS BE LIABLE TO USER FOR ANY CLAIM, DAMAGE, OR INJURY OR LOSS OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT (HOWSOEVER ARISING UNDER ANY THEORY OF LAW) IN EXCESS OF THE TOTAL AGGREGATE FEES WHICH INFOMICS RECEIVES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT or as dealt with under an assigned organization agreement.

2-      CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL INFOMICS BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY THIRD PARTY CLAIMS, OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE (UNDER ANY THEORY OF LAW) HOWSOEVER ARISING OR RELATED TO THIS AGREEMENT EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES ARISING.

3-      Disputes. The parties shall use reasonable efforts to settle any disputes arising out of or related to this Agreement. To the extent permitted by law, and subject to the mandatory arbitration provision detailed in Section 9.4 below, User acknowledges, agrees and understands that, with respect to any dispute with Infomics or its officers, directors, employees or agents, arising out of or relating to this agreement: (i) User hereby gives up any right to have a trial by jury; and (ii) User hereby gives up any right to participate as a member of a class of claimants, in any lawsuit including but not limited to class action lawsuits involving any such dispute.

4-      Arbitration.

a.      Except for disputes relating to Infomics’s intellectual property rights, all disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by a single arbitrator under an arbitration administered by the British Columbia International Commercial Arbitration Centre, pursuant to its Arbitration Rules.

b.      The place of arbitration shall be Vancouver, British Columbia, and the language English.

c.      Costs of the arbitration shall be at the discretion of the arbitrator.

d.      The determination of the arbitrator shall be final and binding on all parties.

e.      Notwithstanding this Section 9.4, Infomics may seek and obtain injunctive relief and other remedies in order to force compliance with the terms of this Agreement or preserve any right it has at law or under this Agreement.

10. GENERAL

1-      Express Consent.  By entering into this Agreement, Users expressly consent to receiving electronic messages (emails, text messages, instant messages or any similar form of message) from Infomics which messages shall provide information related to the software and/or any other products and services provided by Infomics Parties.  If User wishes to use the software and/or any other products and services provided by Infomics Parties on a mobile device, such User further expressly consent to the installation and/or access of software (and any updates) required to use the software and/or any other products and services provided by Infomics Parties as an application on mobile devices.  Users may contact Infomics in order to cancel their consent to receive electronic messages and/or software updates at any time.

2-      Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party. Users may send notices to and Infomics may send any notice to User at the User Email Address as documented in the Registration Confirmation. Notices will be deemed to have been given upon the next full business day in the Province of British Columbia after being sent.

3-      Time of the Essence. Time shall be of the essence in the performance of all of the User’s obligations under this Agreement and of every part thereof, and no extension or variation of this Agreement shall operate as a waiver of this provision.

4-      Entire Agreement. This Agreement (and any Assigned Organization Agreement, if applicable) constitutes the entire Agreement between the parties with respect to all of the matters herein and supersedes and replaces any other prior or contemporaneous agreements of any kind. This Agreement may be amended by Infomics at any time.  Use of the software and/or any other products and services provided by Infomics Parties by the User, following any such amendment, will constitute acceptance by the User of the amendment. If User does not agree to any modification of this Agreement, User must immediately stop using the software and/or any other products and services provided by Infomics Parties and notify Infomics that User is terminating the Agreement. Any schedules referred to herein are incorporated herein by reference and form part of this Agreement.

5-      Enurement. This Agreement shall ensure to the benefit of and be binding upon the parties and their respective legal or personal representatives, heirs, executors, administrators, successors or permitted assignees.

6-      Assignment or Subcontract. This Agreement may not be assigned or subcontracted (in whole or in part) by User, and any assignment or subcontract is void ab initio.

7-      Force Majeure. Infomics shall not be liable for any delays or failure in performance due to causes beyond its reasonable control, including but not limited to, acts of God, acts of any government, war, natural disasters, strikes, civil disturbance, work refusal, fires, equipment failure or the software or systems of a third party. If such a delay occurs, performance obligations shall be deemed extended for a period equal to the delay.

8-      Headings for Convenience Only. The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

9-      Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and, subject to Section 9.4, each of the parties hereto agrees irrevocably to attorn to the exclusive jurisdiction of the Courts of such Province except for applications for injunctive relief or specific performance by Infomics.

10-  Interpretation. In this Agreement, words importing the singular shall include the plural and vice versa, and words importing the use of any gender shall include the masculine, feminine and neuter genders and the word “person” shall include an individual, a trust, a partnership, a body corporate, an association or other incorporated or unincorporated organization or entity.

11-  Severability & Waiver. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The parties agree to renegotiate in good faith those provisions so held to be invalid to be valid, enforceable provisions which provisions will reflect as closely as possible the original intent of the parties, and further agree to be bound by the mutually agreed substitute provision. The failure of Infomics to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of Infomics’s right to assert or rely upon any such provisions.

INFOMICS USER PRIVACY POLICY

Definitions

 “Personal Information” in this Policy means information about an identifiable individual that is collected, used and disclosed in the course of providing Services to you;

“Services” means the services provided by the Infomics Parties to you;

“Software” means the on-line software used to deliver services by Infomics to you, as made available by Infomics from time-to-time.

Infomics Solutions Inc. (“Infomics”) is committed to protecting and respecting your privacy. Infomics collects, uses, and stores your Personal Information that is necessary to give you access to the software or any other products and services provided by Infomics and/or Infomics Parties, and, if required, address problems you may encounter with the Software. Infomics also reserves the right to aggregate and anonymize Personal Information stored on its system.

Collection of Personal Information

When you sign up to use the software or any product and services provided by Infomics Parties and when you use the Software, Infomics, on its own behalf, collects certain Personal Information in order to set up your user account, provide you with access to the system and administer your account. This Personal Information may include:

·       your identification and contact information (name, address, date of birth, email, etc.);

·       optional information such as billing information; and

·       Internet, computer and other diagnostic information including your IP Address, computer/software/browser type.

Limits on Collection

Infomics collects only the Personal Information that is required for Services to be provided between willing participants on the Software, to facilitate the provision of services and communicate with you.

Use and Disclosure of Personal Information

Infomics uses your Personal Information in order to enable you to access the software and/or any products and services provided by Infomics Parties.  Infomics may also disclose your Personal Information where such disclosure is required by law, such as complying with a subpoena or court order.

Consent

By executing the User Agreement and using the Software, you are providing Infomics with express consent to collect, store, use and disclose your Personal Information as set out above.

Infomics may use information collected through the provision of Services on an aggregate and anonymized basis to conduct analyses regarding the utilization of the Software and the services provided in conjunction with the Software. Any aggregate and anonymized data is the sole property of Infomics.

You may withdraw your consent to the collection, storage, use and disclosure of your Personal Information as set out in this Policy, subject to any applicable contractual or legal obligation, by contacting Infomics at ; However, the withdrawal of consent will likely result in you no longer being able to access or use the software and/or any products and services provided by Infomics Parties.

Protecting your Personal Information

Infomics ensures that communications and data created and sent using the software are reasonably secured. You and you alone are responsible for ensuring that you do not disclose your account access information to third parties. This includes but is not limited to not disclosing such information to anyone, ensuring that sufficient security software is installed and running on your computer, smartphone or tablet, that your network firewall is of sufficient quality and that your wireless connection is encrypted to a degree that will prevent third party access. Infomics and Infomics Parties are not responsible for any failure by you to secure your own device and its access to the Internet or your use of public, unsecured networks. Infomics and Infomics Parties also are not responsible for any failure by you to eliminate malware. These failures and others can make you vulnerable to privacy breaches and would put you and your data at risk.

Challenging Compliance

If you have any questions about the application of our Privacy Policy to your Personal Information, or wish to make an inquiry or submit a complaint, you should contact our Infomics at .