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BY CLICKING THE "I AGREE" BUTTON DISPLAYED AS PART OF THE SIGN UP AND ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE EXGIS ONLINE SERVICE, INCLUDING MOBILE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST CANCEL THE SIGN UP PROCESS AND MAY NOT USE THE SERVICE.

Welcome
As part of the Service, Exgis will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Exgis website incorporated by reference herein, including but not limited to the Exgis privacy and security policies.

1. Privacy & Security; Disclosure
The Exgis privacy and security policies may be viewed at www.exgis.com. Exgis reserves the right to modify its privacy and security policies at its reasonable discretion from time to time. Because the Service is a hosted, online application, Exgis occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Exgis can disclose the fact that you are a paying customer and the type of Service that you are using.

2. License Grant & Restrictions
Exgis hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Exgis and its licensors.

You may not access the Service if you are a direct competitor of Exgis, except with prior written consent from Exgis. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; (iv) decompile or disassemble the Service; or (v) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or material that violates third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) keep confidential your user account and password information; (ii) notify Exgis immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (iii) report to Exgis immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iv) not impersonate another Exgis user or provide false identity information to gain access to or use the Service.

4. Account Information and Data
Exgis does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Exgis, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Exgis shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Exgis will make available to you a file of the Customer Data within 60 days of termination if you so request at the time of termination. Exgis reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Exgis shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership
Exgis alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Exgis Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Exgis Technology or the Intellectual Property Rights owned by Exgis. The Exgis name, the Exgis logo, and the product names associated with the Service are trademarks of Exgis or third parties, and no right or license is granted to use them.

6. Third-Party Interactions
During use of the Service, you may enter into correspondence with and/or purchase services from Exgis partners showing their services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Exgis and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. In no event shall Exgis or its licensors be responsible for any content, products, or other materials on or available from third-party Internet sites. Exgis provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software or services may require your agreement to additional or different license or other terms prior to your use of or access to such software or services.

Currency exchange rates are provided by xe.com. Use of this data is offered to you on your acceptance of these Terms of Use. Your use of this data indicates your acknowledgment and agreement to these Terms of Use. If you do not agree to be bound by and comply with all of the foregoing, you may not access the currency information or services provided by xe.com.

xe.com shall have the right, at its sole discretion, to modify, add or remove any terms or conditions of these Terms of Use without notice or liability to you. Any changes to these Terms of Use shall be effective immediately following the posting of such changes on the xe.com website.

The most recent version of these End-User Terms of Use may be found at http://www.xe.com/legal/dfs.htm.

You agree to review these Terms of Use from time to time and agree that any subsequent use by you of this website following changes to these Terms of Use shall constitute your acceptance of all such changes.

7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually or monthly, consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are non-cancelable and all amounts paid are non-refundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Exgis with a valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by using the Online Order process within the Administration system. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Exgis reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third-party.

8. Data Storage
The disk storage space is provided to you at no additional charge and there is no maximum storage. Exgis reserves the right to establish or modify its general practices and limits relating to storage of data on its servers.

9. Billing and Renewal
Exgis charges and collects in advance for use of the Service. Exgis will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) each year on the subsequent anniversary for annual licenses, or (c) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless Exgis has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Exgis’ fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

You agree to provide Exgis with complete and accurate billing and contact information. This information may include your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Exgis reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Exgis in its discretion determines otherwise, you will be billed in U.S. Dollars and be subject to payment terms and pricing schemes at the discretion of Exgis.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

10. Non-Payment and Suspension
In addition to any other rights granted to Exgis herein, Exgis reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Exgis initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Exgis may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Exgis reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Exgis has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 60 days or more delinquent.

11. Termination upon Expiration/Reduction in Number of Licenses
The term of Agreement will be as you elect during the online subscription process, of either monthly or yearly, or as otherwise mutually agreed upon, with an effective date commencing on the date you agree to pay for the Service by completing the online subscription form or otherwise. The term may be terminated at any time at Exgis’ sole discretion. You may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term.

In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.

In the event this Agreement is terminated (other than by reason of your breach), Exgis will make available to you a file of the Customer Data within 60 days of termination if you so request at the time of termination. You agree and acknowledge that Exgis has no obligation to retain the Customer Data, and may delete such Customer Data, more than 60 days after termination.

12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Exgis Technology or Service will be deemed a material breach of this Agreement. Exgis, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Exgis may terminate a free or trial account at any time in its sole discretion. You agree and acknowledge that Exgis has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Exgis represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

14. Mutual Indemnification
You shall indemnify and hold Exgis, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Exgis (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Exgis of all liability and such settlement does not affect Exgis’ business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

Exgis shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. or Canadian patent issued as of the Effective Date, or a trademark of a third-party; (ii) a claim, which if true, would constitute a violation by Exgis of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Exgis; provided that you (a) promptly give written notice of the claim to Exgis; (b) give Exgis sole control of the defense and settlement of the claim (provided that Exgis may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Exgis all available information and assistance; and (d) have not compromised or settled such claim. Exgis shall have no indemnification obligation, and you shall indemnify Exgis pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

15. Disclaimer of Warranties
Exgis and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Exgis and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components. The service 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 by Exgis and its licensors.

16. Internet Delays
Exgis’ services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Exgis is not responsible for any delays, delivery failures, or other damage resulting from such problems.

17. Limitation of Liability
In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.

18. Additional Rights
Certain provinces, states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19. Local Laws and Export Control
Exgis and its licensors make no representation that the Service is appropriate or available for use in locations around the world. If you use the Service, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Canadian, or European Union (including European Union Member States) law is prohibited.

20. Notice
Exgis may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Exgis’ account information, or by written communication sent by first class mail or pre-paid post to your address on record in Exgis’ account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Exgis (such notice shall be deemed given when received by Exgis) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Exgis at the following addresses: Exgis Inc., 92 Caplan Avenue, Suite 259, Barrie, ON L4N 0Z7 Canada, addressed to the attention of: Chief Financial Officer.

21. Modification to Terms
Exgis reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

22. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Exgis but may be assigned without your consent by Exgis to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Exgis directly or indirectly owning or controlling 50% or more of you shall entitle Exgis to terminate this Agreement for cause immediately upon written notice.

Questions or Additional Information:
If you have questions regarding this Agreement, please send an e-mail to info@exgis.com

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