PLEASE CAREFULLY READ THIS AGREEMENT BEFORE INSTALLING OR USING THE TokenEyes APPLICATION. THIS AGREEMENT IS A BINDING CONTRACT THAT GOVERNS THE USE OF THE TokenEyes APPLICATION, EXEMPTS us AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, SPECIFIES THE JURISDICTION FOR RESOLUTION OF DISPUTES AND CONTAINS OTHER IMPORTANT PROVISIONS.

BY CLICKING THE “AGREE/ACCEPT” BUTTON OR INSTALLING OR USING THE TokenEyes APPLICATION, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THIS AGREEMENT WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, YOU MAY NOT INSTALL OR USE THE TokenEyes APPLICATION. UNAUTHORIZED INSTALLATION OR USE OF THE TokenEyes APPLICATION OR ANY RELATED SERVICES IS STRICTLY PROHIBITED.

1. Definitions:  In this Agreement: (a) “Company” means 2140 Software Solutions Inc.; (b) “Licensed App” means the mobile device software application known as Company™ Install and all related documentation provided or made available to you by or on behalf of Company; and (c) “Mobile Device” means a mobile computing device (e.g. mobile phone or tablet) that is compatible with the Licensed App and that you own or are lawfully entitled to use.

2. License/Permitted Uses:  Subject to the provisions of this Agreement, Company hereby grants to you a non-exclusive, non-sublicensable, non-transferable, restricted and limited license during the term of this Agreement to download and install the object-code (machine-readable) version of the Licensed App on a Mobile Device and to use that installed copy of the Licensed App for your own personal, non-commercial purposes, and not for any other purpose whatsoever (the “License”). The License is limited to the intellectual property rights in the Licensed App owned by Company and its licensors, and does not include or relate to any other intellectual property rights.

3. General Restrictions/Prohibitions:  You may not: (a) use the Licensed App in any manner or for any purpose except as expressly permitted by this Agreement; (b) transfer possession of the Licensed App to any other person; (c) copy or reproduce the Licensed App, except to the extent required to install the Licensed App in order to use the Licensed App in accordance with this Agreement; (d) license, sublicense, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, publish, transmit, publicly display or perform, distribute, create any interest in, or otherwise give or make available or permit access or use of the Licensed App to or for the benefit of any other person, whether as a service bureau or otherwise, whether with or without charge; (e) except as and only to the extent expressly permitted by this Agreement or applicable law, adapt, alter, change, enhance, modify, improve or translate the Licensed App, create derivative works from or based on the Licensed App, merge, embed or combine the Licensed App with any other software or materials, or reverse engineer, disassemble, decompile, convert into human readable format or otherwise attempt to access or derive the source code of the Licensed App; (f) alter, attempt to circumvent, destroy, obscure, conceal, modify or remove any notices, proprietary codes or locks, means of identification, rights management information, technological protection measures or agreements on, in or in relation to the Licensed App; or (g) authorize, assist or encourage any other person to do any of the foregoing or to use the Licensed App in a way that would constitute an infringement of Company’s rights in the Licensed App or a breach of this Agreement if it were done by you. You will protect the Licensed App against unauthorized access, distribution or use.

4. Application Store Rules:  You will comply with all applicable restrictions, requirements and rules that govern applications downloaded through the application store through which you obtained the Licensed App (e.g., the Apple App Store or Google Play).

5. Embedded Third Party Components:  The Licensed App includes components licensed by Company from third parties for use as part of the Licensed App, and your use of those components is governed by this Agreement and the applicable third party licensing terms and conditions, which are either contained or referenced in the documentation for the Licensed App, each of which is incorporated into and forms part of this Agreement. You will comply with all applicable third party licensing terms and conditions.

6. Licensed App Updates/Upgrades:  Company is not obligated to issue updates or new versions or releases to or of the Licensed App, but Company in its discretion may do so and each of those updates, versions or releases may have different features and functionalities than previous versions of the Licensed App. This Agreement applies to each update or new version or release to or of the Licensed App made available by Company unless Company indicates that the update or new version or release is subject to a different agreement, in which case the different agreement will govern.

7. Technical Support:  Company is not obligated to provide technical support regarding the Licensed App, but Company in its discretion may do so. Your use of Company’s technical support regarding the Licensed App is governed by this Agreement.

8. Usage Information/Feedback:  If you transmit or otherwise give to Company technical information or data regarding your use of the Licensed App, your Mobile Device or feedback (including any ideas or suggestions for corrections, enhancements or improvements) regarding any of those items, then Company and its successors, assigns and licensees may use the information and feedback for any and all purposes (including to support, maintain and improve the Licensed App and other Company products and services) without providing any compensation or attribution to you or any other person.

9. Privacy:  If you cause or permit the Licensed App to transmit your personal information to Company, or if you authorize any other person to provide your personal information to Company, then you consent to Company’s collection, use and disclosure of that information in accordance with Company’s privacy policy, which is available at www.tokeneyes.app/privacy-policy, and as otherwise permitted by applicable law.

10. Technical Requirements/Legal Compliance:  You are solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all equipment (including your Mobile Device), software and services (including mobile Internet access) necessary for your use of the Licensed App and all data used in association with the Licensed App. You will comply with all applicable laws regarding your use of the Licensed App.

11. Ownership:  Company and its licensors own and retain all right, title and interest (including copyright and other intellectual property rights) throughout the world in, to and associated with the Licensed App. The Licensed App is licensed (not sold) to you for limited purposes as expressly set out in this Agreement. The Licensed App and all related intellectual property rights are protected throughout the world by international laws and treaties. Except for the License, you will not acquire any right, title or interest in, to or associated with the Licensed App pursuant to this Agreement or otherwise. Except as required by applicable law, under no circumstances will Company be obligated to provide, nor will you be entitled to receive, obtain or access, any source (human readable) code for the Licensed App. All rights not expressly granted under this Agreement are reserved to Company and its suppliers and licensors. All Rights Reserved.

12. Confidentiality:  You acknowledge that all non-public information concerning the Licensed App (the “Confidential Information”) is the proprietary and confidential information of Company and its licensors. Both during and after the term of this Agreement, you will hold all Confidential Information in confidence and you will use the Confidential Information only in connection with your use of the Licensed App in accordance with this Agreement.

13. Termination:  This Agreement is effective until terminated. You may terminate this Agreement at any time by uninstalling and permanently deleting and destroying all copies (full or partial) of the Licensed App in your possession or control (including copies of the Licensed App installed on your Mobile Device) and then delivering a notice of termination to Company. This Agreement will terminate immediately and automatically, without any notice to or from Company, if you breach this Agreement. Company may terminate this Agreement at any time for its convenience on 14 days’ notice of termination. Upon termination of this Agreement, the License will immediately terminate and you will immediately cease using the Licensed App, permanently uninstall the Licensed App from your Mobile Device and permanently delete and destroy all other copies (full or partial) of the Licensed App in your possession or control. Notwithstanding any other provision of this Agreement, the following provisions of this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive the termination of this Agreement and will remain in full force and effect and be binding upon the Parties as applicable: sections 3, 5, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18 and 19.

14. DISCLAIMER: YOU ARE SOLELY RESPONSIBLE FOR THE SELECTION AND USE OF THE LICENSED APP TO ACHIEVE YOUR INTENDED RESULTS, AND YOU INSTALL THE LICENSED APP AND USE THE LICENSED APP AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APP IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO: DURABILITY; FITNESS FOR A PARTICULAR PURPOSE; MERCHANTABILITY; NON-INFRINGEMENT OF THIRD PARTY RIGHTS; LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE; PERFORMANCE; QUALITY; RESULTS; SUITABILITY; TIMELINESS; TITLE; QUIET ENJOYMENT; OR WORKMANLIKE EFFORT; ALL OF WHICH ARE HEREBY DISCLAIMED BY Company TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, Company DOES NOT REPRESENT OR WARRANT THAT THE LICENSED APP WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OR AVAILABILITY OF THE LICENSED APP WILL BE CONTINUOUS, UNINTERRUPTED, SECURE OR ERROR FREE, THAT DEFECTS IN THE LICENSED APP WILL BE CORRECTED, OR THAT THE LICENSED APP WILL BE COMPATIBLE OR OPERATE WITH ANY SPECIFIC COMPUTER OR DEVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF Company or any Company representative will create any legally binding or effective representation, warranty or promise.

15. LIABILITY EXCLUSIONS/LIMITATIONS

(a) LIABILITY EXCLUSIONS/LIMITATIONS: NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL Company Group BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGE, LOSS OR LIABILITY OF ANY NATURE OR KIND WHATSOEVER (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS) ARISING FROM, CONNECTED WITH, OR RELATING TO THE LICENSED APP (INCLUDING YOUR USE OR INABILITY TO USE THE LICENSED APP) OR ANY RELATED MATTER; AND (II) IF NOTWITHSTANDING THE FOREGOING Company GROUP IS LIABLE TO YOU OR ANY OTHER PERSON, THEN IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL Company GROUP’S TOTAL AGGREGATE LIABILITY ARISING FROM, CONNECTED WITH, OR RELATING TO THE LICENSED APP OR ANY RELATED MATTER EVER EXCEED THE LESSER OF THE TOTAL AMOUNT OF FEES (IF ANY) THAT YOU ACTUALLY PAID FOR THE LICENSED APP OR FIVE DOLLARS ($5). THIS SECTION 15(a) APPLIES TO LOSS, DAMAGE AND LIABILITY HOWEVER CAUSED AND UNDER ANY THEORY OF LAW (INCLUDING CONTRACT, TORT, STRICT LIABILITY AND STATUTORY LIABILITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY OR ON BEHALF OF Company OR ANY PERSON FOR WHOM Company IS RESPONSIBLE, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE FOR THE LOSS, DAMAGE AND LIABILITY, OR THE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, OR Company KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE LOSS, DAMAGE AND LIABILITY BEING INCURRED. IN THIS SECTION 15, “Company GROUP” MEANS Company AND EACH OF Company’S AFFILIATES, LICENSORS, SUPPLIERS AND SERVICE PARTNERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS, PARTNERS, DISTRIBUTORS AND REPRESENTATIVES, JOINTLY AND SEVERALLY.

(b) EXCEPTIONS:  THE LAWS IN SOME JURISDICTIONS PROHIBIT OR LIMIT THE DISCLAIMER OF CERTAIN WARRANTIES AND CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES, AND SO THE DISCLAIMERS AND LIABILITY EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT MIGHT NOT APPLY TO YOU.

16. Export/Import/Use Restrictions:  The Licensed App may include items or technologies that are subject to domestic and international export, import or use restrictions or controls imposed by applicable law. You will comply with all applicable export, import and use restrictions and controls under the laws of Canada, the United States of America, the jurisdictions in which you are located when you purchase, access or use the Licensed App and any other applicable laws in effect from time to time, and you will not export, or permit or assist the export or re-export, import or use of the Licensed App in violation of the laws of Canada, the United States of America, the jurisdictions in which you are located or any other applicable laws, including to any prohibited or restricted country or person. You represent and warrant that: (a) you are not located in, under control of, or a national or resident of, either: (i) a country that is subject to an embargo by the governments of Canada, the United States of America or the jurisdiction in which you are located or the United Nations; or (ii) a country that has been designated as a “terrorist supporting” country by the governments of Canada, the United States of America or the jurisdiction in which you are located when you purchase, access or use the Licensed App or the United Nations; (b) you are not listed on any list of prohibited or restricted persons issued by the governments of Canada, the United States of America or the jurisdiction in which you are located when you purchase, access or use the Licensed App or the United Nations; and (c) your possession or use of the Licensed App is not prohibited by any applicable law.

17. Government Users:  The Licensed App and related documentation are “Commercial Items” (as defined at 48 C.F.R. §2.101) consisting of “Commercial Computer Licensed Application” and “Commercial Computer Licensed Application Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Licensed Application and related documentation are licensed to U.S. Government end users: (a) only as Commercial Items; and (b) with only those rights as are granted to all other end users as expressly set out in this Agreement. Unpublished-rights are reserved under the copyright laws of the United States, Canada and all other applicable jurisdictions.

18. General Matters

(a) Governing Law and Disputes:

(i) General:  Subject to section 18(a)(ii), this Agreement and all related matters will be governed by, and construed and interpreted solely in accordance with the laws of the Province of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any law that implements the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code or the Uniform Computer Information Transaction Act.

(ii) Disputes:  All disputes, controversies and claims arising under, out of, in connection with, or in relation to this Agreement or its subject matter (including the Software) or any related matters or any legal relationship associated therewith or derived therefrom (collectively “Disputes”) will be referred to and finally resolved by binding arbitration under the Domestic Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre (the “BCICAC”) by one arbitrator appointed in accordance with those rules. The arbitration will be private and confidential, and will be administered by the BCICAC in accordance with its rules. If the BCICAC is not operative, the arbitration will proceed ad hoc and be governed by the Arbitration Act (British Columbia). The place of arbitration will be the City of Vancouver, British Columbia and the language used in the arbitration will be the English language. Any award rendered in an arbitration is final and binding and judgment on the award may be entered in any court having jurisdiction for its enforcement. Notwithstanding the foregoing in this section 22(b), you and Company each hereby irrevocably submit and attorn to the original and exclusive jurisdiction of the Supreme Court of British Columbia sitting in Vancouver, British Columbia in respect of all matters that are not properly subject to arbitration pursuant to this section 22(b), except that Company in its discretion may commence legal proceedings against you in the Supreme Court of British Columbia or the competent courts of any other jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce this Agreement and protect Company’s rights in, to and associated with the Software. You and Company each waive all rights to trial by jury.

(b) Notices:  Company may deliver notices to you by email to any of the addresses that you provide to Company in connection with your account for the Licensed App. You are solely responsible for ensuring that those addresses are and remain current and correct throughout the term of this Agreement. You will give all notices required under this Agreement to Company in writing delivered by email to Company at the following email address: [email protected]

(c) Enforcement:  You acknowledge and agree that your breach of any of sections 4, 5, 12, 13 and 16 of this Agreement will result in irreparable harm, loss and damage to Company and its licensors and affiliates for which Company and its licensors and affiliates could not be adequately compensated by an award of monetary damages; and if you breach or threaten to breach any of those sections, then Company will be entitled as a matter of right to judicial relief by way of a restraining order, interim, interlocutory or permanent injunction, or order for specific performance, and you will not oppose the granting of that judicial relief and you hereby waive all defences to the strict enforcement of this Agreement.

(d) Miscellaneous:  No consent or waiver by Company to or of any breach of this Agreement by you will be effective unless in writing and signed by Company or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. Company’s rights and remedies under this Agreement are cumulative and not exhaustive or exclusive of any other rights or remedies to which Company may be lawfully entitled under this Agreement or at law, and Company will be entitled to pursue any and all of its rights and remedies concurrently, consecutively and alternatively. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance this Agreement would fail in its essential purpose. You may not assign this Agreement or any of your rights (including the License) or obligations under this Agreement. Company in its discretion may assign this Agreement or any of Company’s rights and obligations under this Agreement. The provisions of this Agreement will enure to the benefit of and be binding upon you and Company and each of their respective successors, permitted assigns and personal representatives.

(e) Interpretation:  In this Agreement: (i) “this Agreement” and similar terms refer to this End User License Agreement for the TokenEyes Application as a whole, and not just to the particular provision in which those words appear; (ii) headings are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (iii) words importing the singular number only include the plural and vice versa; (iv) words importing a gender include all genders; (v) “person” includes an individual (natural person), corporation, partnership, joint venture, association, trust, unincorporated organization, society and any other legal entity; (vi) “including” and “includes” mean including or includes (as applicable) without limitation or restriction; (vii) “law” includes common law, equity, statutes and regulations, and a reference to a specific law includes all regulations made under the law and all amendments to, or replacements of, the law or any regulation made under the law in force from time to time; and (viii) “discretion” means a person’s sole, absolute and unfettered discretion. If there is a conflict or inconsistency between this Agreement and any other agreement between you and Company, then this Agreement will take priority and govern regarding the Licensed App and related matters.

(f) Complete Agreement/Governing Language:  This Agreement sets out the entire agreement between you and Company regarding the subject matter of this Agreement, and supersedes all prior or contemporaneous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, with respect to the subject matter of this Agreement. This Agreement may not be modified, except by a written agreement that expressly states that it is an amendment to this Agreement and is signed by Company. You and Company have expressly requested and required that this Agreement and all related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais. Subject to applicable law, any translation of this Agreement provided by Company is for convenience only, and if there is a conflict or inconsistency between the English version and a non-English version then the English version of this Agreement will take priority and govern.

(g) Contact Information: f you have any questions or complaints regarding the Licensed App, you may contact Company’s support services staff at +1.251.237.EYES (3937) and [email protected].

19. Apple

(a) General:  This Agreement is between you and Company only. Apple Inc. and its subsidiaries (collectively “Apple”) is not a party to this Agreement. Company, not Apple, is solely responsible for the Licensed App and the content of the Licensed App. Apple has no obligation to provide any maintenance or support services with respect to the Licensed App.

(b) Remedies for Warranty Breach:  If the Licensed App fails to conform to any applicable warranty (if any) set out in this Agreement or implied by applicable law, then you may notify Apple and Apple will refund the purchase price (of any) that you paid for the Licensed App, and to the maximum extent permitted by applicable law Apple will have no other warranty obligation whatsoever with respect to the License Application, and subject to the provisions of this Agreement any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Licensed App to conform to any applicable warranty (if any) will be Company’s sole responsibility.

(c) Product Claims:  Company, not Apple, is responsible for addressing any claims by you or any other person relating to the Licensed App or your possession or use of the Licensed App, including: (i) product liability claims; (ii) any claim that the Licensed App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(d) Intellectual Property Rights:  If there is a third party claim that the Licensed App or your possession and use of the Licensed App infringes that third party’s intellectual property rights, then subject to the provisions of this Agreement Company, not Apple, will be responsible for the investigation, defence, settlement and discharge of the claim.

(e) Third Party Beneficiary:  Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement Apple will have the right (and will be deemed to  have accepted the right), as a third party beneficiary of this Agreement, to enforce this Agreement against you.