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TERMS OF SERVICE May 1, 2020

THESE TERMS OF SERVICE CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS OF SERVICE BEFORE USING ANY OF OUR SERVICES.

These terms of service ("Terms") govern your ("user", "you" or "your") subscription to and use of the Audette online energy conservation tool, including our website, Saas application and any mobile applications (“Audette Applications”), (herein collectively referred to as the "Services"), as well as any Audette Content and User Content (as each is defined below) originating from, generated or accessed through the use of the Services. These Terms constitute a legal contract between you and the owner of the Services. Please read these Terms carefully and in their entirety. By clicking “I AGREE” or by using any of the Services, you signify your consent to be legally bound by and to comply with these Terms and our privacy policy found at https://audette.io/privacy (the “Privacy Policy”), which is incorporated herein by reference. If you do not agree with these Terms and the Privacy Policy, you may not access or use the Services.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY YOU HEREBY REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND “USER”, “YOU” AND “YOUR” AS USED ELSEWHERE IN THESE TERMS SHALL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU OR THE ENTITY DO NOT AGREE TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND NEITHER YOU NOR SUCH ENTITY MAY USE THE SERVICES.

The Services, including Audette Content, are provided in electronic form by Audette Analytics Inc. ("Audette", "we", "us" or "our"), a British Columbia company having its offices at 1400-128 West Pender Street, Vancouver, British Columbia, V6B 1R8. The Services may be accessed, read, used and commented upon only by users who have valid subscriptions. Copyright and all other rights not expressly granted to users under these Terms are hereby expressly reserved by Audette and its licensors. Any additional uses of the Services or Audette Content require our prior written permission. For further information, or to request any permission(s), please contact support@audette.io.

These Terms were last updated on April 23, 2020. At any time and for any reason, we may update, change, suspend or terminate any aspect of these Terms or the Services. We will endeavour to post advance notice of any changes to this site. Please consult these Terms each time that you use the Services. Your use of the Services following the posting of changes to these Terms or the implementation of any change to the Services will mean that you accept and agree to those changes.

User Accounts

Each individual user is required to establish a user account to access the Services. Corporate and other non-human users will be issued a master account, and will be responsible for issuing and controlling user accounts for any individuals who it
authorizes to access and use the Services on its behalf. Users are responsible for ensuring that their account information, including passwords, is up-to-date, accurate and secure. Users must contact Audette without delay if their account information changes or is compromised.

Fees, Payment and Cancellation

You agree to pay any subscription, support and other fees and sales taxes applicable to your use of the Services, as set out in an agreed order form. Payment, if any, is due upon receipt of invoice and must be received prior to the commencement of the subscription term.

You may cancel your subscription to use the Services at any time upon written notice to Audette. You acknowledge that certain pricing discounts may apply to prepaid term subscriptions and, as such, Audette may, but shall not be required to refund any prepaid amounts if your subscription is cancelled prior to the expiry of the then-current pre-paid term.

Audette will advise you in writing not less than thirty (30) days prior to the effective date of any fee increase. Fee increases are not retroactive, and you may choose to cancel your subscription rather than agree to a fee increase.

Privacy

Your use of the Services and our use of any personal information are subject to our Privacy Policy. Through your use of the Services you agree to the collection, storage and use of your personal information by Audette in accordance with the Privacy Policy. In case of any inconsistency between these Terms and any terms set out in the Privacy Policy, the terms of the Privacy Policy will prevail.

User Content and Feedback; License

All information, data, tools, text, software, photographs, graphics, images, video, messages, ideas, reviews, opinions, questions, suggestions and other content (“User Content”) that are posted, e-mailed, transmitted, uploaded or otherwise submitted through your use of the Services are submitted at your own risk and are your sole responsibility. Do not submit any User Content that may cause harm or injury to any party. Users should not publicly disclose any personal information about themselves or others. You warrant that you posses all necessary rights to submit any User Content that you make available. If you are posting User Content generated by or on behalf of a third party, you warrant that you are authorized to act on behalf of that third party, and to bind them to these Terms.

Except as expressly provided below, you, or the third party owner, retain intellectual property rights in any User Content that you submit. By submitting any User Content, you hereby grant to us a royalty-free, fully-paid, perpetual, irrevocable, worldwide, transferable, sublicensable (through multiple tiers), non-exclusive right and license to use, reproduce, modify, exploit, edit, adapt, publish, translate, create derivative works from, distribute, disseminate, syndicate, perform, transmit and display such User Content (in whole or part) and/or to incorporate it in other works in any form, media, or

technology now known or later developed for the full term of any rights that may exist in such User Content, without compensation or obligation to you or any other party, provided that we do not publicly identify you without your consent. Audette will be the owner of any modifications made by it. You will also retain ownership of any information or data gathered or generated through your use of the Services (“Usage Data”), provided that Audette will have the right to use, copy, modify and create derivative works of any Usage Data in order to provide the Services to you, and for any internal purposes, including the creation of Extracted Data. “Extracted Data” means anonymized data created by Audette from the Usage Data. You hereby waive all "moral rights" in and to any User Content that you submit, and in any Usage Data and Extracted Data. The rights granted hereunder may be freely assigned or sub-licensed by us to any party. If you are not the owner of the User Content that you submit, you warrant that the owner of the User Content has expressly granted a similar license. There is no relationship of any type created, including without limitation any agency or fiduciary relationship, as between you and us, by virtue of the submission by you of any User Content.

If you submit any unsolicited ideas, comments or other feedback ("Feedback") to us regarding the Services, you agree that such Feedback (including all rights, title and interest therein) automatically becomes our property, and you forfeit all rights that you may have in such Feedback. For greater certainty, you agree that Audette and its affiliated companies may use (or not use) and exploit any Feedback in any way at their discretion, without compensation, attribution or other obligation to you or to any other party.

Our Intellectual Property Rights

The Services and other information, software, templates, reports and other materials created, supplied or made available by us, and any Extracted Data, as well as the selection, provision and arrangement thereof (collectively “Audette Content”) are owned by us and are protected by Canadian and international copyright, and other intellectual property laws and treaty provisions. You agree that you have no rights in or to the Extracted Data, and that Audette may use Extracted Data, for any purpose
whatsoever, including research, product development and marketing purposes, without obligation to you or to any third party.

"Audette", "Audette" and related domain names, and other trademarks and design marks, trade dress, service names, logos and associated designs used in connection with the Services are trademarks and/or registered trademarks of Audette Analytics Inc. and/or its affiliates, licensors, or related companies. All other product, brand and company names and logos used or mentioned in or on the Services or any Audette Content accessed through the Services, may be the trademarks (registered or unregistered) of their respective owners. Except as expressly permitted by law, the use, copying, imitation or modification of any trademarks without the express written consent of the owner of the trademark is strictly prohibited. You will not remove, alter or conceal any trademark or other proprietary rights notices incorporated into or accompanying the Services, any Audette Content, or any other information or materials accessed through the Services.
License

Subject to these Terms, Audette grants you a revocable, limited, non-exclusive, non transferable license to use the Services and Audette Content solely for the purpose of viewing, storing, processing, and downloading information for your internal use. The use of any mobile applications made available as part of the Services may be subject to additional license terms.

Except as expressly permitted in these Terms, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, sublicense, commercialize, communicate, link, broadcast or otherwise make available the Services or any Audette Content, or other information and materials obtained through or in connection with the use of the Services, including without limitation, by caching, framing, deep-linking or similar means, without the prior written consent of Audette. These Terms, including all restrictions on your use of the Services and any Audette Content, apply whether or not any payment was made for the use of the Services or any Audette Content.

User Conduct

You agree that you are responsible for your own conduct when using the Services. Audette Content may be copied and printed for your internal use only in conjunction with your use of the Services. Misuse or unauthorized use of the Services, any Audette Content, or Audette's network and systems is strictly prohibited, and Audette reserves the right, at its sole discretion and without liability, to immediately suspend or terminate access by any user who is using, or who Audette reasonably believes may be using the Services, Audette’s systems or Audette Content in violation of these Terms. You agree that you will use the Services, including all Audette Content, only in ways that are legal, proper and in accordance with these Terms and any applicable rules, policies and guidelines. Without limiting the generality of the foregoing, by using the Services, you agree not to:

  • interfere or attempt to interfere with, or obtain unauthorized access to, Audette’s Content, materials, data, computers, systems or system security;
  • use the Services for commercial activities, including for advertising, soliciting or otherwise promoting the sale or other distribution of products or services, or as a timeshare or service bureau;
  • conduct or promote any activities inconsistent with any applicable laws;
    attempt to reverse engineer or in any way jeopardize the correct functioning of the Services;
  • take any action that would damage, harm or diminish our reputation, goodwill, or public image;
  • upload, post, distribute, e-mail or otherwise publish or make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of unauthorized commercial communication, or to "hack" or "phish" us or other users;
  • solicit or otherwise attempt to collect, discover, store or disseminate passwords, email addresses, telephone numbers, personally identifying information, or other non-public information from Audette or other users;
  • create usernames that are objectionable, including those that utilize typographical obfuscations;
  • defame, abuse, threaten or otherwise violate the legal rights of others, including rights regarding privacy and publicity;
  • modify, retransmit, distribute, disseminate, display, sell, publish, broadcast or circulate any Audette Content to any third party, or establish a link from any other site to the Services, without our prior consent;
  • impersonate anyone else, or create user accounts by automated means or under false pretences;
  • remove, alter or conceal any copyright, trademark or other proprietary rights notices from our materials, or from materials created by others, without prior permission;
  • submit content that falsely states or implies that it is approved or endorsed by us or others;
  • upload, post, distribute, e-mail or otherwise publish or make available any User Content that you know to be inaccurate or misleading, or that is illegal, libelous, defamatory, obscene, harmful, vulgar, sexually explicit, threatening, tortuous, harassing, abusive, invasive of another user's privacy, racially or ethnically objectionable, or which promotes hatred, physical harm or injury against any person or group;
  • upload, post, distribute, e-mail or otherwise publish or make available any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of an employment relationship or under a non-disclosure agreement);
  • upload, post, distribute, e-mail or otherwise publish or make available any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party including, without limitation, posting an unauthorized copy of another person's copyrighted work;
  • upload, post, distribute, e-mail or otherwise publish or make available any material that contains software viruses or any other computer code, files or programs designed to interfere with, destroy or limit the functionality of any computer software or system, website, application, telecommunications, or other equipment; or
  • otherwise use the Services in a manner that could, in Audette’s sole opinion, adversely affect the ability of other users to use the Services, any Audette Content, the Internet, or any sites supplied by Third Party Content providers.

We may, but are under no obligation to pre-screen or monitor any User Content on or accessible through the Services, or to review or log any activity or use of the Services. You consent to any such monitoring and logging that is necessary to satisfy any law, regulation or government request, or to enhance operational efficiencies, to improve service levels, to asses client satisfaction, or to protect Audette or its users. We reserve the right, but do not assume the obligation, to edit, remove or block access to any User Content for any reason, and/or to ban users who violate these Terms from using the Services. We also reserve the right to reveal users’ identities (or any other information that we may know about users, including IP address(es)) in the event of a complaint or legal action, including a request by law enforcement authorities. Audette assumes no liability or responsibility for any unauthorized modifications to the Services,
or for any information posted, uploaded or otherwise added to the Services by any party other than Audette.


Under no circumstances will we be liable in any way for any loss, damage or injury (including, but not limited to, death or economic loss) related to, or arising from the use or loss of, any User Content (whether yours, ours or someone else’s) including, but not limited to, as a result of any errors or omissions in any User Content, or in the Services.


Access and Interference


You agree that you will not use any spiders, robots, other unauthorized automatic devices, or manual process to monitor or copy the Services or any Audette Content, or the use of the Services or any User Content by any party, or for any other unauthorized purpose without our express prior written permission. You agree that you will not use any device, software or routine to interfere or to attempt to interfere with the proper working of the Services; to destroy, manipulate, remove or impair any portion of the Services; or to disrupt our servers or network, nor will you do or cause to be done anything that imposes an unreasonable or disproportionately large load on our infrastructure.


Equipment

Unless otherwise set out in the applicable purchase order for the Services, you are solely responsible for obtaining, maintaining and paying for all communications services, mobile devices, computers, hardware, and other equipment and services required to access and use the Services and any Audette Content and/or User Content (as applicable) submitted to, or accessed, generated or obtained through your use of, the Services. Use of the Services is at solely at your own risk. Audette assumes no responsibility and shall not be liable for any damage to, or viruses that may infect your software, computer equipment (including mobile devices) or other property as a result of your access to or use of the Services or associated websites and apps, or from using or downloading any information, data, text, software, photographs, graphics, images, messages, ideas or other Audette Content.

Indemnity

You agree to defend, indemnify and hold us, our affiliates and licensors, and each of our and their respective officers, partners, directors, employees and agents harmless, from and against any and all claims, threats, actions, proceedings, demands, losses, costs (including without limitation legal costs) and damages, including those arising in connection with any third party claims, resulting from or related to: (a) your breach of these Terms, including the Privacy Policy, (b) your access to or use (or misuse) of the Services, or of Audette’s or any other party’s User Content; (c) your use, submission or transmission of any User Content, or (d) your violation of any other party’s rights including, without limitation, any intellectual property, privacy or proprietary right, or obligation of confidentiality. You agree to use your best efforts to cooperate with us in the defense of any claim made against us. Audette reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

No Warranty; Disclaimers

WE, OUR AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS AND WARRANTIES RELATING IN ANY WAY TO THE SERVICES, THE AUDETTE CONTENT, OR OTHERWISE. WITHOUT LIMITATION, YOU EXPRESSLY UNDERSTAND AND AGREE AS FOLLOWS:

(A) YOUR USE OF THE SERVICES, INCLUDING ANY DATA, INFORMATION, TOOLS, LINKS OR OTHER AUDETTE CONTENT OR USER CONTENT, IS AT YOUR SOLE RISK.

(B) DUE TO THE NUMBER OF SOURCES FROM WHICH AUDETTE CONTENT OR USER CONTENT MAY BE OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, ERRORS AND/OR INACCURACIES IN THE SERVICES AND/OR CONTENT, FOR WHICH WE CANNOT BE LIABLE.

(C) THE SERVICES ARE PROVIDED TO YOU FOR YOUR INTERNAL USE IN ACCORDANCE WITH THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AUDETTE CONTENT, AND ANY OTHER DATA, INFORMATION, TOOLS AND MATERIALS THAT WE MAKE AVAILABLE TO YOU OR THAT YOU ACCESS THROUGH THE USE OF THE SERVICES, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY SET OUT HEREIN, AUDETTE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, UPTIME, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(D) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY THAT (I) THE SERVICES OR ANY CONTENT, WEBSITES, APPS, OR OTHER INFORMATION, TOOLS OR MATERIALS WILL MEET YOUR EXPECTATIONS OR SATISFY YOUR REQUIREMENTS, (II) THE USE OF THE SERVICES OR ANY CONTENT, APPS, TOOLS, WEBSITES, DATA FEEDS, OR OTHER MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, INCLUDING ANY DATA OR OTHER CONTENT ACCESSED THROUGH THE SERVICES, WILL BE COMPLETE, ACCURATE, RELIABLE OR USEFUL, (IV) THE QUALITY OF ANY DATA, INFORMATION, TOOLS, PRODUCTS, SERVICES, PROGRAMS, OR OTHER MATERIAL ACCESSED BY YOU THROUGH YOUR USE OF THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES, WEBSITES, APPS, AUDETTE CONTENT, TOOLS OR OTHER MATERIALS WILL BE CORRECTED.

(E) ANY AUDETTE CONTENT, USER CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE ACCESSED OR OBTAINED THROUGH THE USE
OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY HARM OR DAMAGE, INCLUDING (BUT NOT LIMITED TO) DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR LOSS OR CORRUPTION OF DATA, THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.

(F) THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT, ADVICE OR SERVICE ADVERTISED OR OFFERED BY LINKED SITES AND THE COMPANY WILL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY.

(G) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NO ADVICE OR INFORMATION OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, THROUGH YOUR USE OF THE SERVICES (INCLUDING ANY DECISION TOOLS) OR OTHERWISE, WILL CREATE ANY WARRANTY OR OTHER LIABILITY NOT EXPRESSLY STATED IN THESE TERMS.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT IF YOU ARE DISSATISFIED WITH THE SERVICES, AUDETTE CONTENT, OR WITH ANY RESULTS OBTAINED THROUGH THE USE OF THE SERVICES, YOUR ONLY REMEDY IS TO DISCONTINUE USE OF THE SERVICES OR AUDETTE CONTENT.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT AUDETTE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES, OUR SYSTEMS, ANY AUDETTE CONTENT, ANY USER CONTENT, OR ANY DATA, INFORMATION, TOOLS, OR MATERIALS GENERATED, ACCESSED OR OBTAINED THROUGH THE USE OF THE SERVICES; (II) ANY ERRORS OR OMISSIONS IN THE SERVICES OR ANY CONTENT; (III) BUSINESS OR FINANCIAL DECISIONS MADE IN RELIANCE UPON ANY INFORMATION OR OTHER CONTENT OBTAINED OR GENERATED THROUGH THE SERVICES; (IV) THE SUSPENSION OR TERMINATION OF YOUR ABILITY TO ACCESS THE SERVICES; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE OR FAILURE OF OUR SYSTEMS; (VI) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PARTS THEREOF; (VII) UNAUTHORIZED ACCESS TO OR ALTERATION OF OUR SYSTEMS OR ANY CONTENT; (VIII) CONDUCT OF ANY THIRD PARTY USING THE SERVICES; (IX) ANY BUGS, VIRUSES OR THE LIKE THAT ARE TRANSMITTED TO OR THROUGH OUR SYSTEMS OR SERVICES BY ANY THIRD PARTY; OR (X) ANY OTHER MATTER OR EVENT RELATING TO OR RESULTING FROM YOUR OR ANY OTHER PARTY’S USE OF THE SERVICES.
YOU EXPRESSLY ACKNOWLEDGE THAT WE HAVE ENTERED INTO THIS AGREEMENT WITH YOU, AND HAVE AND WILL MAKE THE SERVICES AVAILABLE TO YOU IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF, FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THE AGREEMENT BETWEEN YOU AND US.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages and, accordingly, some or all of the above limitations may not apply to you. In such jurisdictions, you agree that our liability shall be limited to the greatest extent permitted by applicable law. Notwithstanding any other provision of these Terms, in no event will Audette’s and its affiliates’ total collective liability exceed the total amount of fees paid by you to Audette for the Services in the twelve (12) months immediately preceding the event giving rise to the most recent claim.


Termination

You may discontinue your use of the Services at any time, for any reason or for no reason, upon written notice to Audette at support@audette.io. Audette will have no obligation to refund any prepaid fees.

In addition to any other termination rights that we may have, we reserve the right to modify, suspend, discontinue or terminate the Services or any party’s ability to access or use the Services, Audette Content or other materials, at any time and for any reason (or no reason), in our sole discretion, including any breach by you of these Terms.
Upon termination, you will have no further right to access or use the Services or any Audette Content, and any rights and license Audette granted to you under these Terms will terminate. You may continue to use any Usage Data and associated reports and other materials previously provided by Audette to you in connection with the Services, provided that Audette has received payment in full for the Services. Termination or other discontinuation of your use of the Services will not relieve you of any obligations arising prior to termination regarding the use and protection of intellectual property or confidential information, ownership, or indemnification, nor will it relieve you of any liability for any breach of these Terms. Upon termination we will have the right, but not the obligation, to retain any User Content or other information that you have submitted.

Governing Law/Jurisdictional Issues

These Terms will be interpreted, construed and governed by the laws in force in the Province of British Columbia, and the federal laws of Canada applicable therein, without reference to its conflicts of laws principles. Each party hereby agrees to submit to the exclusive jurisdiction of the courts of the Province of British Columbia sitting at Vancouver, and to waive any objections based upon venue; provided, however, that
Audette will have the right to obtain injunctive or other equitable relief in any court of competent jurisdiction in order to restrain or prevent loss or damage to its property, reputation, interests or assets. You agree that any claim or action brought by you in connection with these Terms or your use of the Services or any Content will be brought within twelve (12) months of the first occurrence of the loss or damage on which the claim is based.

International Users

The Services originate, and are owned by parties having operations in the Province of British Columbia. You agree to comply with all applicable laws, rules and regulations governing your use of the Services, including laws regulating the import or export of data to or from Canada and your country of residence.

Miscellaneous

These Terms, including the Privacy Policy and the license terms applicable to any apps, and the duly executed purchase order for the Services, contain the entire agreement between you and us governing your use of the Services and any Audette Content. The legal agreement created by your acceptance of these Terms is personal, and cannot be transferred or assigned by you. We may assign this agreement and/or any of our rights or obligations under these Terms at any time, without notice.

Our failure to exercise or enforce any right or remedy under these Terms will not constitute a waiver of such right or remedy.

No use of the Services or any Audette Content will create or be deemed to create any partnership, joint venture, agency, franchise or other business relationship, even if your use is for a commercial purpose which has been authorized by us. You and Audette shall, at all times, be and remain independent contractors.

The provisions of these Terms are severable. If any individual term or condition is held to be invalid, unenforceable or contrary to applicable law, such provision will be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of the provision, and all other terms and conditions will remain in full force and effect.

Audette may communicate with you by email or by posting notices on its website. You consent to receive communications from Audette electronically, and agree that all notices, waivers, agreements, disclosures and other communications satisfy any legal requirements that such communications be in writing. You further agree that these Terms, and all correspondence and documentation relating to these Terms and your use of the Services, will be written in the English language. Vous acceptez que ces terms d'usage, ainsi que toute la correspondence et la documentation relative à ces termes d'usage, soient rédigées en langue anglaise.

If you wish to contact us with any questions, comments or concerns regarding these Terms or the Services, or to provide any notice pursuant to these Terms, please contact us at support@audette.io.