TERMS OF SERVICE

In order for You to use a free trial or to subscribe and use the r-evolution™ software services described in Exhibit B (the “Services”) via the Internet, You must agree to the terms and conditions set out in the following agreement with rEvolutionApp Inc. (referred to as “r-evolution™”, “we”, “us”, and “our”).

YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL THE EXHIBITS ATTACHED WHICH ARE DEEMED TO FORM A PART OF THIS AGREEMENT, EITHER BY CLICKING THE BOX, ENTERING THE AUTHORIZATION CODE PROVIDED TO YOU OR BY INDICATING YOUR ACCEPTANCE OR BY SIGNING AND RETURNING THIS AGREEMENT.  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 AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”, “YOUR”, OR “PARTY” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.  IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THE FREE TRIAL

In order to activate the right to use the Services under this Agreement, You must do the following:

A.        establish a user account (“Account”) by providing us with, among other things, Your full legal name, a valid e-mail address at which we can communicate with You and any other information we request from You at the time You are signing up for Your Account;

B.        pay us the subscription fee as set froth in the Accepted Proposal (the “Fee”); and

C.        complete an installation program.

Following payment of the Fee and completion of the installation program, we will provide You with log-in information for You and Your Authorized Users with respect to Your Account.  

All capitalized terms that are not otherwise defined in the Agreement shall have the meaning ascribed thereto in Exhibit A.

  1. AGREEMENT
  1. Exhibits and Policies.  As referred to herein, “Agreement” means this agreement and the Accepted Proposal, together with all attached Exhibits, and any policies and addenda that are incorporated by reference.  

Exhibit “A”        -        Definitions

Exhibit “B”        -        Services

Exhibit “C”        -        Fee Structure

  1. Responsibility for Authorized Users.  This Agreement is effective between You and us as of the date of Your acceptance of this Agreement.  You will be responsible for ensuring that Your Authorized Users comply with the terms of this Agreement.  A breach of the Agreement by Authorized Users will be deemed to be a breach of the Agreement by You.
  2. Addendum.  This Agreement may be amended or supplemented from time to time by Addendum(s).  In the event of any conflict or inconsistency between this Agreement and an Addendum, the terms of such Addendum shall prevail.
  1. SERVICES
  1. License.  Subject to the terms and conditions of this Agreement, we grant to You and Your Authorized Users a limited, non-transferable, non-exclusive license to access and use the Services over the Internet solely to support Your normal course of business.  Neither You nor Your Authorized Users have the right to sub-license or resell the Services to any Third Party.
  2. Free Trial Terms.  Under this this Agreement, You and Authorized Users are granted a license to use one or more of the Services on a free trial basis until the earlier of (a) the end of the trial expiration period after Your acceptance of this Agreement; or (b) the start date of any Services that are purchased by You. The trial registration web page may have additional trial terms and conditions which shall be deemed to be incorporated into this Agreement by reference.
  3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE THAT DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
  4. Restrictions on Use.  You agree not to: (i) modify, decompile, reverse engineer, disassemble, attempt to discover the source code or algorithms of, or create derivative works based on, any of the Services or any part thereof (including without limitation, the Software); (ii) disable or circumvent any access control or related device, process or procedure established with respect to the Services or any part thereof; (iii) copy, rent, lease, lend, assign, sublicense, transfer, or otherwise make available, the Services or any rights under this Agreement to any Third Party; (iv) remove or obscure r-evolution™’s proprietary rights notices; (v) use the Services to transmit or store infringing, libelous, inappropriate, or otherwise unlawful or tortious information or images; (vi) use the Services to transmit or store information or images in violation of third-party privacy rights, (vii) use the Services to transmit or store Malicious Code; (viii) interfere with or disrupt the integrity or performance of the Services or third-party information contained therein, or (ix) attempt to gain unauthorized access to the Services or their related systems or networks, including impersonating other users or by using fictitious persons.

r-evolution™, in its sole discretion, may delete or restrict access to the Services if it determines any of the restrictions on use have been violated. r-evolution™ may also delete any information, images or other material associated with an Account deemed to be in violation of this Section 2.3.

  1. Intended Uses.  The Services provide a fully integrated cloud-based mobile productivity application.  r-evolution™ does not make any representations or warranties for the use of the Services beyond the uses specified in our Documentation.
  2. Updates.
  1. We Update the Services from time to time.  When we Update the Services, we will use commercially reasonable efforts to release any Updates between the hours of 7:00 P.M. to 9:00 P.M. (Mountain Time, GMT-7) on a Friday and/or a weekend.  The frequency and necessity of Updates will be determined by us in our sole discretion. We will use commercially reasonable efforts to provide a release notice summarizing the nature of the Update together with the Update.
  2. From time to time, we may release an Update that is required to maintain Services stability. If we release this type of Update, we will use commercially reasonable efforts to do so outside the hours of 8:00 A.M. to 5:00 P.M. (Mountain Time, GMT-7). If we must release this type of Update anytime during these hours, we will use commercially reasonable efforts to provide You with advance notice of this Update by e-mail.
  3. Any Updates to the Services are automatically subject to this Agreement, and Your use of the Services after the applicable Update constitutes Your agreement to be bound by the terms of this Agreement.
  1. Your RESPONSIBILITIES

In addition to other obligations under this Agreement:

  1. You and Your Authorized Users are responsible for: (a) complying with this Agreement; (b) the accuracy, integrity, and legality of Your Data; and (c) using commercially reasonable efforts to permit only Authorized Users to access the Services, preventing unauthorized access to or use of the Services, and notifying us promptly of any such unauthorized access or use; and (d) using the Services only in accordance with Applicable Laws.
  2. You agree to cooperate with r-evolution™ in the performance of r-evolution™’s obligations hereunder, including without limitation by: (a) providing to r-evolution™ such information, data, approvals and acceptances as may be reasonable to permit r-evolution™ to provide Services hereunder; and (b) abiding with all commercially reasonable security and privacy requests made by r-evolution™.
  1. FEES AND PAYMENT TERMS.
  1. Fees.  You agree to pay the Fee and all other amounts due, including any late payment fees, as are specified in Exhibit C, an Accepted Proposal, or in an invoice.  YOU ARE RESPONSIBLE FOR ALL FEES AND CHARGES INCURRED BY AUTHORIZED USERS.  All Fees are quoted in Canadian Dollars unless otherwise specifically agreed by you and us in an Addendum to an Accepted Proposal Acceptance.  Unless an alternative payment form is mutually agreed, You will provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us.  If You provide us credit card information, You authorize us to charge such credit card for all Services selected or identified in the Accepted Proposal for the Initial Term and any renewal subscription term(s) as set forth in Section 11.  If the Accepted Proposal specifies that payment will be a method other than credit card, we will invoice You in advance and otherwise in accordance with the relevant subscription terms or Accepted Proposal.  Except as otherwise provided in this Agreement, Fees are non-refundable.  If any authority having jurisdiction imposes a duty, tax or similar amount on the transaction, You agree to pay, or to promptly reimburse r-evolution™ for, all such amounts. r-evolution™ reserves the right to suspend any or all Services until overdue accounts are paid in full.
  2. Fee Modifications on Renewal.  r-evolution™ reserves the right to modify the Fees for any Renewal Term by providing written notice to You of such modifications not less than forty-five (45) days prior to the expiry of the then-current Term.  If You object to the Fee modification, You shall have the right to allow this Agreement to terminate by providing a notice of non-renewal to r-evolution™ at least thirty (30) days prior to the end of the then-current Term in accordance with Section 11.1.  
  3. Payment Terms. The following payment terms shall be applicable with respect to all amounts payable to r-evolution™ pursuant to this Agreement:
  1. the date of Your receipt of our invoice;
  2. if You choose to pay by credit card, r-evolution™ shall charge Your credit card on file for all Fees.  If You do not have a valid credit card on file, r-evolution™ shall invoice You for the payment of Fees. All such amounts shall be due and payable upon Your receipt of an invoice; and
  3. late payments are subject to an interest charge, which is the lower of: (a) 2% of the outstanding balance per month, or (b) the maximum legal rate. If any unpaid amounts are referred to collection, You shall reimburse r-evolution™ for all reasonable costs and expenses of collection, including all reasonable legal fees incurred.
  1. Suspension of Services.  If any amount owing by You under this Agreement for our services is thirty (30) or more days overdue (or ten (10) or more days overdue in the case of amounts You have authorized us to charge to Your credit card), r-evolution™ may, without limiting our other rights and remedies, accelerate Your unpaid Fee obligations under this Agreement so that all such obligations become immediately due and payable, and suspend the Services to You until such amounts are paid in full.
  1. OWNERSHIP AND STORAGE of your data
  1. As between the Parties, the Services are, and at all times shall remain, r-evolution™’s sole and exclusive property, including all copyrights, trademarks, patents and other intellectual property rights. You agree that neither You nor any Third Party shall obtain any express or implied rights in or to any part of the Services. All rights not expressly granted are reserved by r-evolution™.  AS BETWEEN YOU AND US, YOU EXCLUSIVELY OWN ALL RIGHTS, TITLE AND INTEREST IN AND TO ALL YOUR DATA AND INFORMATION. WE DO NOT HAVE ANY ACCESS TO YOUR DATA UNLESS WITH YOUR EXPRESS PRIOR CONSENT.
  2. Input and Storage of Your Data.  
  1. You are responsible for the input of Your Data.  
  2. You understand and acknowledge that we use, and You permit us to use, Third Party vendors and hosting companies (“Third Party Host”) to provide appropriate hardware, software, networking, storage, and related technology reasonably required to operate, maintain, and Update the Software and to store Your Data.
  3. You agree that r-evolution™ has no responsibility or liability of any kind in respect of the security of Your Data or the storage of Your Data.  All responsibility for the security of Your Data will be with the Third Party Host identified in the Acceptance Proposal.
  1. Data Security
  1. You and Your Authorized Users are responsible for maintaining the security of Your Account usernames and passwords.  Accordingly, You are responsible for all data entered into the Software via Your Account, regardless of whether that data is entered with Your authorization.  We will have no liability for any claims, liabilities, losses, damages, actions, causes of action, or injuries, together with costs, charges, and expenses, including reasonable attorneys' fees, penalties and interest (collectively, “Losses”) resulting from misuse of Your Account username(s) and password(s).
  2. We have taken commercially reasonable measures to secure Your Data sent to us via the Software. These measures include:
  1. We use the HTTPS protocol to encrypt communications between us and You.
  2. Access to the Services is protected using password security policies, and all passwords that we store are encrypted.
  3. The servers we use to host the Software are operated and controlled by the Third Party Host.
  1. Canadian anti-spam legislation requires Canadian users to confirm their consent to receiving emails from r-evolution™. By entering into this Agreement, You are providing consent on behalf of all Authorized Users of r-evolution™ in Your Account to receive product-related emails such as for password management and notifications of software upgrades.
  1. We acknowledge that You or Your Authorized Users may input Personal Information to utilize the Services under this Agreement.  We confirm and acknowledge that we do not use or access Personal Information to perform our obligations under this Agreement other than information that you may enter as part of establishing Your Account under this Agreement.  We confirm that we are responsible for Personal Information that may come into our custody and control as a result.  We agree, where and when required, to add additional privacy, security and data protection provisions to this Agreement required by Applicable Laws to protect Personal Information.
  1. WARRANTIES
  1. r-evolution™ warrants that the Services will operate in substantial conformity with the applicable documentation provided by r-evolution™ to You as may be amended from time to time through our website at www.r-evolutionapp.com (the “Documentation”).   For any breach of this warranty, Your sole and exclusive remedy and r-evolution™’s sole and exclusive liability, shall be for r-evolution™ to remedy any reported non-conformity in the Services causing a breach of this warranty and, if that remedy cannot be effected within thirty (30) days of Your written notice to us of the non-conformity, we shall refund to You the Fees that You have paid for the non-conforming Services.
  1. EQUIPMENT

You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access and use the Services and for paying any applicable Third Party charges that may be incurred while using the Services.

  1. CONDUCT

You shall be solely responsible for Your actions and the actions of Your Authorized Users while using the Services and the contents of transmissions through the Services (including, without limitation, Your Data). You agree not to knowingly: (i) upload or distribute any files through the Services that contain viruses, corrupted files, or any other similar software or programs that may directly or indirectly damage the operation of the Services or any computer; or (ii) upload or distribute any data or information through the Services that in any way breaches the Applicable Laws.

  1. CONFIDENTIALITY
  1. Confidential Information.  r-evolution™ and You each agree to use commercially reasonable efforts to maintain the other's Confidential Information in confidence and to not use or disclose any portion of the other Party's Confidential Information to Third Parties, except as reasonably necessary to perform this Agreement and as required by Applicable Law.
  2. Your Data.  You shall own all data, information or material that You enter (or have entered on your behalf) into the Services (“Your Data”). For purposes of clarity, Your Data does not include r-evolution™ Data. YOUR DATA RESIDES ON A SERVER OPERATED BY THE THIRD PARTY HOST. YOU RELY ON THE THIRD PARTY HOST FOR THE SECURITY OF YOUR DATA.  WE DO NOT TAKE ANY RESPONSIBILITY FOR THE SECURITY OF YOUR DATA.   r-evolution™ may access Your account (but not Your Data) from time to time as r-evolution™, acting commercially reasonably, deems necessary, solely for purposes of support and administration related to Your use of the Services. Except as permitted in this Agreement, r-evolution™ will not edit, delete or disclose Your account information unless authorized by You or unless r-evolution™ is required to do so by Applicable Law or in the good faith belief that such action is necessary to: (i) conform with Applicable Laws or comply with legal process served on r-evolution™; (ii) protect and defend the rights or property of r-evolution™; or (iii) enforce this Agreement.
  1. performance of services
  1. You grant to r-evolution™ a revocable, non-exclusive, non-assignable worldwide right and license to use, adapt and display to you Your Data to the limited extent that r-evolution™ must use, adapt and display Your Data to you so that r-evolution™ may fully perform the Services and its other obligations under this Agreement.
  2. Third Party Sites.  
  1. The Software may link to websites owned or operated by third parties (“Third Party Sites”). We do not control or operate the Third Party Sites, and we do not inspect or necessarily approve of the content accessible using any of the Third Party Sites. You acknowledge that we are not liable for the content You may view on any of the Third Party Sites or for any Losses You may suffer as a result of visiting any of the Third Party Sites.  You visit Third Party Sites entirely at Your own risk. In particular, we are not responsible for any webcasting or any other transmission received from any Third Party Site, for any websites to which Third Party Sites link, or for any updates to or for any failure to update a Third Party Site
  2. We link to Third Party Sites only for Your convenience, and by linking to Third Party Sites we are not endorsing nor indicating that we are associated with any Third Party Sites or their operators.
  1. Continuing Support.  We may, for any reason in our sole discretion, cease providing Upgrades and/or support for the Services.  In such event, we will provide You with at least one (1) month of written notice prior to cessation of such support.  However, even if we cease providing such support, we intend to continue providing the Services.   In the event we have to discontinue the Services, we will provide You with at least three (3) months’ prior written notice of such discontinuance, in which case, we will refund You the Fee amount on a pro-rated basis for the remaining Term.
  1. TERM AND TERMINATION
  1. Term.  This Agreement shall begin as of the Effective Date and shall remain in full force and effect for a subscription period as defined by the selected Services specified in Exhibit B (“Services”) or an Accepted Proposal from the Effective Date, unless terminated in accordance with its terms (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), each a “Renewal Term” (the Initial Term together with any Renewal Term, the “Term”), unless either Party provides the other Party with notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

The Fees for the Services during any Renewal Term shall be the same as those during the prior Term unless we have given You written notice of a pricing increase at least thirty (30) days before the end of such prior Term, in which case the pricing increase shall be effective upon renewal and thereafter.

  1. Termination by r-evolution™ Upon an Event of Default.  r-evolution™ may terminate this Agreement upon thirty (30) days prior written notice if You materially breach a material term of this Agreement and do not cure such breach within thirty (30) days following receipt of notice specifying the breach (in which case the Agreement shall terminate at the end of such period); provided that r-evolution™ may terminate this Agreement (in whole or in part) in a shorter period of time, or suspend or otherwise restrict access to any of the Services, if r-evolution™ determines that such action is reasonably necessary to avoid liability, to prevent disruptions to services provided to other r-evolution™ clients that have been caused by You, or to prevent a service interruption from the service provider(s) that provide Internet connectivity and other services to r-evolution™.
  2. Early Termination by You.  You may stop using the Software and terminate this Agreement at any time during a Term; however You will not be refunded any Fees or receive any credit therefor.  You are responsible for cancelling Your Account by way of a written notice to us.
  3. Effect of Termination.  Upon any termination or expiration of this Agreement for any reason: (i) r-evolution™ shall be relieved of any obligations to provide Services; (ii) You shall promptly pay all amounts accrued or otherwise owing to r-evolution™ as of the effective date of such termination or expiration; (iii) all outstanding invoices to You and other amounts due to r-evolution™ from You shall become immediately due and payable; and (iv) we shall return Your Data if requested in accordance with Section 5.3 and shall delete any of Your Data within our direction and control promptly upon cancellation termination or expiration of this Agreement provided that You acknowledge that even upon such deletion, Your Data may persist in backup copies for a reasonable period of time.
  1. INDEMNIFICATION
  1. Patents, Copyrights and Trade Secrets.  Subject to Section 13, if a Third Party claims that any of the Services infringe or misappropriate that Third Party’s patents, trade secrets or copyrights, r-evolution™ will, at r-evolution™’s expense, defend You against that claim and pay all costs, losses, damages, and legal fees and disbursements on a solicitor and own client basis that a court finally awards, and that may be agreed upon in all associated settlements. If such a claim is made or appears likely to be made, You agree to permit r-evolution™ to enable You to continue to use the affected Services, or to modify them to make them non-infringing, or to replace them with another service that is substantially a functional equivalent.  If r-evolution™ determines that none of these options is reasonably available, then r-evolution™ may terminate this Agreement in whole or with respect to the affected Services, shall refund You the Fee amount on a pro-rated basis for the remaining Term, and no further payment shall be due from You.  THIS IS r-EVOLUTION™’S ENTIRE OBLIGATION AND LIABILITY REGARDING INFRINGEMENT, MISAPPROPRIATION OR CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION. r-evolution™ will have no responsibility for (i) any use of the Services or any deliverable thereof after r-evolution™ has notified You to discontinue their use, or (ii) alteration or combination of the Service (including without limitation, the underlying Software) or a deliverable with any of Your or Third Party materials that we have not recommended in writing for use with the Services, or any misuse or unauthorized use.
  2. Your Indemnity.  Excepting claims arising from or related to: (i) the negligence or wilful misconduct of r-evolution™, or any of its directors, officers, employees or agents (collectively, the “r-evolution™ Group”) or (ii) the mis-use of Your Data by the r-evolution™ Group, You will, at Your expense, defend r-evolution™ against all claims by unaffiliated Third Parties arising from or related to the Your Data or Your use or misuse of the Services, and You shall pay costs, losses, damages, and legal fees  and disbursements on a solicitor and own client basis that a court finally awards, and that may be agreed upon in all associated settlements.
  3. Indemnification Procedure.  The indemnification obligations under Sections 12.1 and 12.2 are conditioned on the indemnifying Party receiving (i) prompt written notice of the claim, (ii) the necessary assistance, information and authority, at the expense of the indemnifying party, to defend the claim and perform its obligations, and (iii) sole control of the defense and settlement of such claim and all associated negotiations. This Section 12 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the indemnifying  party for any type of claim described in this Section.
  1. LIMITATION OF LIABILITY

Except for the gross negligence and wilful misconduct of r-evolution™, in no event will r-evolution™’s total, aggregate liability arising from or related to this Agreement (including for strict liability, breach of contract, misrepresentation, infringement and other contract or tort claims) exceed the amount of direct damages actually incurred by You, up to the amount equal to three (3) months of the Fees paid to r-evolution™ by You for the Term in which the event giving rise to the damages occurs. EXCEPT FOR THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF r-EVOLUTIONTM, UNDER NO CIRCUMSTANCES SHALL r-EVOLUTIONTM OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR: (i) THIRD PARTY CLAIMS OTHER THAN THOSE IDENTIFIED IN SECTION 12.1;(ii) LOSS OR DAMAGE TO ANY RECORDS OR YOUR DATA; OR (iii) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER DAMAGES (INCLUDING LOST PROFITS AND LOST SAVINGS), WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SOFTWARE OR COMPUTER FAILURE OR ANY OTHER CAUSE, EVEN IF r-EVOLUTIONTM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY OTHER CLAIM BY YOU OR FOR ANY OTHER THIRD PARTY CLAIM.  r-EVOLUTIONTM EXPLICITLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS ARISING UNDER ANY LAWS OR TREATIES RELATING TO THE INTERNATIONAL SALE OF GOODS.

  1. DISCLAIMER

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, r-EVOLUTIONTM MAKES NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS OR CAPABILITIES OF THE SERVICES OR ANY GOODS OR PERSONNEL RESOURCES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. r-EVOLUTIONTM DOES NOT WARRANT ANY PARTICULAR RESULTS THAT MAY BE OBTAINED BY THE USE OF THE SERVICES OR THAT THE SERVICES WILL OPERATE IN AN ERROR-FREE OR UNINTERRUPTED MANNER, OR IN COMBINATION WITH THIRD PARTY PRODUCTS.

  1. GENERAL
  1. Assignment.  Except for an assignment to an affiliate, You or an assignment by You in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Your assets, You may not assign, transfer, or sell any of Your rights or delegate any of Your responsibilities under this Agreement, without r-evolution™&rsqursquo;s prior written consent, which consent is not to be unreasonably withheld or delayed. Any purported assignment of rights or delegation of performance in violation of this Section 15.1 is void.  This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assigns. r-evolution™ may assign this Agreement in its entirety (including the Accepted Proposal), without Your consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
  2. Force Majeure.  Neither Party shall be liable for any delay or failure due to force majeure and other causes beyond its control, including for acts of God, labor disputes, changes in government policy/law, war, epidemics, acts or omissions of vendors or suppliers, disruptions caused by failures of the Internet or service providers (including those providing electricity, telecommunications links and/or Internet connectivity), or other occurrences which are beyond its reasonable control.  This provision shall not apply to any of Your payment obligations, unless caused by an event of force majeure.  In the event that either Party is excused from the performance of its obligations hereunder pursuant to this Section 15.2, then that Party shall use all efforts that are reasonable under the circumstances to resume performance of its obligations hereunder as soon as feasible.
  3. Compliance with Laws.  The Services are provided solely for lawful purposes and use. Without limiting the other terms of this Agreement, You shall be solely responsible for, and agree to comply with, all laws, statutes, ordinances and/or regulations (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, false advertising, privacy and data protection, and publicity) (collectively, “Laws”) applicable to You and Your business and its use of the Services. You will not directly or indirectly ship, transfer, export or transmit the Services into any country or permit or authorize use by any Person in any manner prohibited by export laws, restrictions, or regulations of any applicable jurisdiction. The Parties agree that r-evolution™ may in its sole discretion make changes to any of the Services from time to time as may be reasonably necessary or appropriate for r-evolution™ to comply with Applicable Laws. The Parties further agree that if a change in Applicable Laws makes the continued performance of this Agreement (or any part thereof), in r-evolution™’s sole reasonable discretion, unduly burdensome or unlawful, r-evolution™ may terminate this Agreement in whole or in part upon written notice to You.
  4. Entire Agreement.  This Agreement, including the schedules and exhibits hereto, executed Accepted Proposal and invoices each of which is incorporated herein for all purposes, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof, superseding any prior oral or written communications. Sections 4, 5, 9, 10, 11.4, 12, 13, 14, and 15 shall survive the termination or expiration of this Agreement. The Parties are independent contractors for all purposes under this Agreement.
  5. Governing Law.  This Agreement shall be governed by the laws of the Province of Alberta without regard to its conflict of law provisions. Any dispute arising out of or related to this Agreement shall be resolved only in the provincial and federal courts located in the Province of Alberta.
  6. Further Assurances.  During and after the Term, You agree, at r-evolution™’ request and reasonable expense, to provide reasonable assistance and cooperation to r-evolution™ and its designees, and to give testimony and execute documents and to take such further acts reasonably requested by r-evolution™ to acquire, transfer, maintain, perfect, and enforce r-evolution™’s intellectual property rights as described in this Agreement.
  7. Amendments and Waivers.  We may amend the terms of this Agreement from time to time provided that any amendment to the Fees for a Renewal Term shall be subject to the notice requirements set forth in Section 4.2.   If we amend the terms other than for Fees, we will notify You either through the user interface of the Software, by sending You an email, or in another reasonable manner.  You will have ten (10) days thereafter to review the amended terms (the “Notice Period”). You may continue to use the Services during the Notice Period, but Your use of the Services after the Notice Period has expired will constitute Your agreement to be bound by them.  If You do not agree to be bound by the modified terms, You must stop using the Services.  Otherwise, the modified terms to this Agreement will apply to You.  The terms of this Agreement may be waived only by a written instrument signed by each of the Parties.  Except where a specific period for action or inaction is provided herein, no delay on the part of either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.  No waiver on the part of either Party of any such right, power or privilege shall preclude any further exercise thereof or the exercise of any other such right, power or privilege.
  8. Notices.  All notices required to be given under this Agreement shall be in writing, signed by or on behalf of the party giving the same, and transmitted to the addresses shown on the Accepted Proposal or invoice or such successor address(es) as that Party may specify by notice hereunder. Such notices shall be transmitted by registered or certified mail return receipt requested, or by electronic mail or fax, with confirmed receipt. All notices shall be effective on confirmed receipt of the letter, electronic mail or fax.
  9. Severability.  If any provision of this Agreement is held to be illegal or unenforceable for any reason, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under Applicable Law; the remainder of this Agreement shall remain in full force and effect.
  10. Counterparts or Click Acceptance.  This Agreement may be executed in counterparts or by facsimile, each of which shall be an original and all of which shall together constitute one and the same instrument.  This Agreement may also be accepted by You by entering the authorization code provided to You.  The provision of the Services by us following Your acceptance shall be deemed to evidence our acceptance of the Agreement.

EXHIBIT “A”

DEFINITIONS

The following terms shall have the respective meanings set forth below:

 “Accepted Proposal” means your acceptance of the Proposal.  Each Accepted Proposal shall only be effective if executed by a r-evolution™ duly authorized representative, and by You, either in writing or electronically. Upon such execution, each Accepted Proposal shall be deemed to be incorporated into this Agreement. Any non-r-evolution™ purchase orders or similar forms used by You hereunder shall be solely for Your convenience; all additional or conflicting terms therein shall be deemed to be void and of no effect.

Addendum” means an addendum, if any, forming a part of the Accepted Proposal.  To the extent there is a conflict between the terms of this Agreement and any provisions set forth in the Addendum, the terms of the Addendum shall prevail.

Account” means a user account.

Applicable Laws” means the Laws, and without limitation, including PIPA and any substantially similar laws in the applicable jurisdiction in which You use the Services and all relevant regulations thereto, together with all other federal, state, provincial, county and municipal laws, rules, orders, regulations, by-laws in force and applicable to this Agreement, the Services or r-evolution™.

Authorized Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by us at Your request). Authorized Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.  You will be responsible for all charges, fees and costs incurred for such Authorized Users’ use of the Service.

Confidential Information” means non-public information that a Party provides and reasonably considers to be of a confidential, proprietary or trade secret nature, including but not limited to the Services, as well as Your Data, all Personal Information that is input, accessed by or through the Service by You and Authorized Users, r-evolution™’s (and r-evolution™’s licensors’) marketing, engineering and other plans, financial statements and projections, customer and supplier information, research, designs, plans, compilations, methods, techniques, processes, procedures, and know-how, whether in tangible or intangible form, and whether or not stored, compiled or memorialized physically, electronically, graphically, photographically, or in writing.

Documentation” has the meaning ascribed thereto in Section 6.1 hereof.

Effective Date” means the date this Agreement is accepted by You, whether by entering the authorization code indicating Your acceptance, or by signing and returning this Agreement.

Fee” or “Fees” has the meaning ascribed thereto in the preamble of this Agreement.

Initial Term” has the meaning ascribed thereto in Section 11.1 hereof.

Laws” has the meaning ascribed thereto in Section 15.3 hereof

Losses” has the meaning ascribed thereto in Section 5.3 hereof.

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

Notice Period” had the meaning ascribed thereto in Section 15.7 hereof.

Person” means any individual, corporation, partnership, firm, joint venture, association, joint stock company, trust, estate, unincorporated organization, governmental or regulatory body or other entity.

Personal Information” means all personal information as defined in PIPA.

PIPA” means the Personal Information Protection Act (Alberta).

Proposal” means the r-evolution™ proposal provided or presented to You electronically or in writing setting forth the terms and conditions of the provisions of the Services, including without limitation, fee structure, fees payable and other services, if any, to be provided by us to You.

r-evolution™ Data” means, collectively, content, data, images, and other materials collected or provided by r-evolution™ or Third Parties acting on behalf of r-evolution™.

 “Renewal Term” has the meaning ascribed thereto in Section 11.1 hereof.

Services” means the services we provide as more particularly described in Exhibit “B” attached hereto subject to the terms and conditions of this Agreement and our applicable standard policies and procedures in effect, at the time the Services are ordered.

Software” means the software underlying the provision of the Services.

Term” has the meaning ascribed thereto in Section 11.1 hereof.

Third Party” means a Person other than You or r-evolution™.

Third Party Host” has the meaning ascribed thereto in Section 5.2 and is the party identified in the Accepted Proposal.

Third Party Products” means, collectively, any non-r-evolution™ software, or other Third Party products or services.

Third Party Sites” has the meaning ascribed thereto in Section 10.4 hereof.

“Update” means any update, release, or enhancement that may be provided as part of the Fee and shall not include any new services, products, features, or enhancements for which we generally charge an additional fee.

we”, “us” or “our” and “r-evolution™” means the company, rEvolutionApp Inc.

You”, “Your” and “Customer” means you and your affiliates.

Your Data” means all electronic data, images, or information submitted or entered into by You to, or into, the Services.

EXHIBIT “B”

SERVICES

Services

r-evolution™ is an integrated mobile app that allows corporate users to increase their daily productivity by providing an industry leading platform for superior searchability, prioritization and collaboration.  r-evolution™ is a fully-integrated, enterprise-grade mobile app that works securely behind the enterprise firewall on premise or in a private cloud. r-evolution™ offers email, contacts, scheduling, file sharing, note taking and more in a single unified mobile interface and connects to Microsoft Exchange and other mail servers.  r-evolution™ operates on iOS and Android with the following features:

  1. fully-integrated solution for the mobile enterprise market place that ties seamlessly to the existing mail and data investments
  2. Secure behind the corporate firewall and can also be deployed in a single-tenant or multi-tenant secure private cloud
  3. Provides a single user interface for email, attachments, collaboration, notes and task management
  4. Full text search capability of all mail and attachments
  5. Group collaboration outside of email yet is fully integrated with email

EXHIBIT “C”

FEE STRUCTURE

r-evolution™’s fees for the Services are set forth in the Accepted Proposal which is hereby adopted and form a part of this Agreement.

If You purchase additional licenses for Authorized Users at any time during a Term, we will invoice You in full and in advance, on a pro-rated basis, for use of those Authorized User licenses from the date of such purchase until the end of that Term.