AUTHORIZED USER LICENSE TERMS (the “Terms”) of KELVIN ZERO INC., a corporation duly incorporated under the laws of Canada with offices located at 1080 Beaver Hall Hill #2100, Montreal, Qc, Canada H2Z 1S8 (“Kelvin Zero”).  These Terms cover the use of those Kelvin Zero products services which you (“you” or “Authorized User”) are granted access to as a result of your registration for an Application (as defined below). You accept these Terms by registering and creating a user account, as well as through your use of the Service (as defined below), or by continuing to use the Service after being notified of a change to these Terms.  You also acknowledge and agree that your use of the Service is subject to the agreement(s) your organization (“Licensee”) has with Kelvin Zero.

                                                                                                                                             

  ARTICLE 1.– DEFINITIONS

As used in the present Terms, the following terms have the following meanings:

Application” means any software application owned, developed, licensed and/or maintained by Kelvin Zero and made available for download, access and/or use, as the context may require, including, without limitation, the following applications: SoLID™, MULTIPASS™ AND SHERLOCK™.

Content” refers to all data, Personal Information and any other information or materials uploaded by, or on behalf of, Licensee to an Application or the Site in connection with Licensee’s use of a Service.

Device” means any device upon which an Application can be downloaded, installed, accessed and/or used.

Documentation” means the online or other documentation provided by Kelvin Zero in connection with a Service, including, without limitation, any documentation describing an Application and/or its use. You shall use the Documentation only as expressly permitted in these Terms.

Personal Information” has the meaning set out in the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) or other applicable laws concerning personal information.

Privacy Policy” means the Kelvin Zero Privacy Policy, as amended from time to time in accordance with its terms, and posted to the Site at https://kzero.com/company/privacy-policy/.

Service” means, individually or collectively, an Application and the Site (as defined below).

Site” means, individually or collectively, all URLs owned, and/or operated, by Kelvin Zero.

Subscription Term” means a stated period, if any, of days, weeks, months or years during which a Service may be used by Licensee and you, as specified in our agreement with the Licensee.

                                                                                                                            

ARTICLE 2. – LICENCE TO USE THE SERVICE

2.1.          Service, Grant of License.

2.1.1.      Subject to your compliance with these Terms, for so long as you are an Authorized User Kelvin Zero grants to you a non-exclusive, non-transferable, revocable right to download, install, access and/or use, as the case may be, the Application on your Device by using a designated e-mail address (or other unique identifier if permitted by Kelvin Zero) and, if applicable, a password (or use any other authentication mechanism) (“Credentials”), and to use the applicable Documentation, all solely in conjunction with Licensee’s licensed use of the ordered Service. Except for the limited rights expressly granted to you hereunder, Kelvin Zero reserves all rights, title and interest in, and to, the Service, including the underlying software, the Documentation, including, without limitation, all related intellectual property rights inherent therein. Kelvin Zero does not grant you any rights whatsoever in relation to the Service other than the rights as expressly set forth in these Terms.

2.1.2.      Your Credentials are used by Kelvin Zero to authenticate and monitor your use and access of the Application on any applicable Device and Licensee’s account on the Site, if applicable, and may also be used by Kelvin Zero to perform its support obligations under these Terms. You are responsible for all access granted to, and uses of, the Application or the Site by users that have logged in using your Credential. You are responsible for any activity of users logged into your Authorized User’s account, whether or not such activity was authorized. Licensee is required to immediately notify Kelvin Zero of any unauthorized use of your account or if your email (or other unique identifier if applicable) or password has been hacked, stolen or compromised in any way. If Licensee discovers that someone is using its or any of its Authorized User’s password or account without its consent, then Licensee is obligated to notify Kelvin Zero immediately. In such event, Kelvin Zero reserves the right to suspend or discontinue all or part of Licensee’s access to the Service until such time Kelvin Zero is reasonably satisfied that someone is not using Licensee’s or any of its Authorized User’s password or account without its consent.


2.2.          Ownership

Authorized User acknowledges that:

2.2.1.      all right, title and interest in, and to, the Service, the Applications, the Site and the Documentation, and all patents, copyrights, trade secret rights, trademarks, trade names, service marks and other proprietary rights embodied therein, or associated therewith, are those of, and shall remain with, Kelvin Zero and/or its third party licensors, if applicable;

2.2.2.      these Terms convey no right, or interest, in the Service, the Applications, the Site or the Documentation other than a limited right to use the same in accordance with these Terms;

2.2.3.      the Service, the Applications, the Site and the Documentation are protected by the copyright laws of Canada, United States, and international treaties; and

2.2.4.      Kelvin Zero asserts that the Service, the Applications, the Site and the Documentation embody valuable confidential and secret information of Kelvin Zero, the development of which required the expenditure of considerable time and money.

2.3.          Content

2.3.1.      Authorized User will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that:

                                               i.     advocates, promotes, incites, instructs, informs, assists, or otherwise encourages, violence or any illegal activities;

                                              ii.     infringes, or violates, the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Kelvin Zero, or any rights of publicity or privacy of any party;

                                             iii.     attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate;

                                             iv.     promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity;

                                              v.     contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, Personal Information, or property of another; or

                                             vi.     violates any law, statute, ordinance, or regulation (including, without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

2.3.2.      Kelvin Zero shall not be responsible for the deletion, modification, corruption, destruction, loss or unauthorized disclosure of Content resulting from any action or inaction of Authorized User.

2.4.          Restrictions on Use

In connection with your access or use of the Service, you agree to not misuse the Service. For example, you must not, and must not attempt to, use a Service to do any of the following:

2.4.1.      Breach any law, third party rights or any applicable codes or regulations;

2.4.2.      probe, scan, or test the vulnerability of any system or network;

2.4.3.      send unsolicited or unwelcome messages;

2.4.4.      collect or store Personal Information about others without permission;

2.4.5.      access, tamper with, or use non-public areas of the Site or an Application, shared areas Licensee has not been invited to, or Kelvin Zero or any third-party computer systems;

2.4.6.      breach or otherwise circumvent any security or authentication measures;

2.4.7.      plant malware or otherwise use the Site or an Application to distribute malware;

2.4.8.      interfere with, or disrupt, any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Site or an Application;

2.4.9.      send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;

2.4.10.   publish anything that is fraudulent, misleading, or infringes another’s rights;

2.4.11.   undertake promotions or general marketing or sales activity; or

2.4.12.   impersonate or misrepresent your affiliation with any person or entity.

2.5.          Certain Obligations; Information Security

2.5.1.      You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user ID’s or other login information (collectively, “Passwords“) that are provided to you or that are generated in connection with your use of a Service.

2.5.2.      You (i) shall not interfere, or attempt to interfere, with or disrupt the integrity, security, functionality or proper operation of a Service; (ii) shall not attempt to copy, alter, modify, adapt, translate or create derivative works of any Service, any Application or the Documentation; (iii) shall not attempt to reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of, any Application; (iv) shall not attempt to discover or use any license keys, access codes, passwords or similar information made available to Kelvin Zero or others from time to time in connection with any Service; (v) shall not attempt to discover, access, read, alter, destroy, or damage any data or other information stored via any Service by any other party; (vi) shall not disclose or make any Password(s) available to any other person; and (vii) shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, an ordered Service.

2.5.3.      You are fully responsible for all user activities that occur on any Service under your Password or Credentials. You shall cooperate with any security measures that are provided by Kelvin Zero as a part of a Service which are designed to prevent the unauthorized use, duplication and/or transfer of a Service, as the case may be.

2.6.          Suspension, Limitation or Termination

2.6.1.      Kelvin Zero shall be entitled, without liability to Licensee or you, to suspend, terminate or limit your access to, or use of, a Service or any portion thereof at any time if you breach any of these Terms.

2.6.2.      Your access to, and use of, such Service may also be suspended for the duration of any scheduled maintenance or unscheduled downtime or unavailability of any portion or all of such Service for any reason, including as a result of power outages, system or internet failures or other interruptions, or any other acts, omissions or failures on the part of Kelvin Zero‘s service providers.

2.7.          Third Party Software

A Service may utilize Third Party Software. As used herein, “Third Party Software” means third party computer programs to which Licensee is provided electronic access in connection with the use of a Service. Your use of Third Party Software in connection with any Service shall be subject to the terms and conditions set forth herein and any other terms and conditions placed on the use of the Third-Party Software by its licensor. You may not use any Third-Party Software contained in, or provided with, a Service separately from your use of such Service.

                                                                                                                                            

ARTICLE 3.– NO WARRANTY

3.1.          No Warranty

Kelvin Zero does not warrant that (a) any Service will meet Licensee’s requirements; (b) any Service will operate without interruption or be error free; or (c) any Content will be accurate or reliable. Furthermore, Kelvin Zero is not responsible for delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. Authorized User acknowledges and agrees that Service may be subject to limitations, delays and other problems inherent in the use of the internet, servers that are hosted by third party providers and such related network and communications infrastructure.

3.2.          Disclaimer of Other Warranties

Kelvin Zero is not responsible for the accuracy, completeness, appropriateness, or legality of the Content, files, user posts, or any other information Authorized User may be able to access using a Service. There are no warranties, express or implied, by operation of law or otherwise, relating to a Service. Kelvin Zero specifically disclaims all implied warranties, including, without limitation, those of merchant ability, fitness for a particular purpose, title and non-infringement.  No representation or other affirmation of fact, including, but not limited to, statements regarding capacity, suitability for use or performance of service, whether made by Kelvin Zero employees or otherwise, shall be deemed to be a warranty by Kelvin Zero for any purpose or give rise to any liability of Kelvin Zero whatsoever. Specifically, and without limiting the foregoing, Kelvin Zero does not warrant or represent that a Service will be continuous, secure, reliable, accessible, uninterrupted or error-free, or that Kelvin Zero’s servers, site or application are free of viruses or other harmful components, or that Kelvin Zero’s security procedures and mechanisms will prevent the loss or alteration of, or improper access to, personal information or content by third parties.

                                                                                                                               

ARTICLE 4. – LIMITATION OF LIABILITY

Kelvin Zero’s total aggregate liability to you for actual and/or direct damages for any cause whatsoever will be limited to the amount last paid by Licensee to Kelvin Zero for your use of the Services, regardless of the form of action (whether in contract, extra-contractual liability (tort), breach of warranty or otherwise). The foregoing limitations shall apply to all such claims in the aggregate. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, or related to, these Terms by you must be filed within six (6) months after such claim or cause of action arose or be forever barred. In no event shall a party be liable to the other party or to any third party for any indirect, special, incidental, punitive, or consequential damages (including, but not limited to, damages for the inability to use a Service or to access content, loss of business, loss of data, loss of profits, business interruptions, or the like), arising out of these Terms even if such party or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.

                                                                                                                                                   

ARTICLE 5.– PRIVACY

5.1.          Policy

The Privacy Policy is expressly incorporated herein by reference. Any information you provide to Kelvin Zero, or that is collected in connection with your use and access of Service is subject to the terms and conditions of the Privacy Policy. The Privacy Policy may be amended from time to time in accordance with its terms.

5.2.          Collection and Storage of Personal Information

By using a Service, Authorized User agrees and acknowledges that any of its Personal Information obtained by Kelvin Zero through its use of such Service, or in connection with the provision of a Service, may be transferred across national boundaries to any country around the world for storage, backup or process. The type of transferred information may include the location and/or the universally unique identifier of any Devices that Licensee uses to access an Application and their respective telephone number(s), if any.

5.3.          Communications from Kelvin Zero

Kelvin Zero may send Authorized User marketing and/or service-related emails regarding the functionality or delivery of a Service. For more details, please consult the Privacy Policy.

5.4.          Tracking

Authorized User’s use of a Service or portions thereof may be tracked by Kelvin Zero in order to provide better service and for other purposes as set forth in the Privacy Policy.

                                                                                                                                             

ARTICLE 6.–TERMINATION

These Terms shall automatically terminate with respect to a particular Service upon the expiration, without renewal, of the Subscription Term for such Service, if any, or the expiration of such other time period as agreed to between Kelvin Zero and Licensee. You agree that Kelvin Zero may terminate or suspend your account with respect the Service if Kelvin Zero believes that you have violated, or acted inconsistently with, any of these Terms. Kelvin Zero may terminate your use of the Services, upon notice to Licensee, if you breach any obligations set forth in these Terms.

                                                                                                                                                   

ARTICLE 7. – GENERAL

7.1.          Compliance with Laws

Authorized User agrees to comply with all laws and regulations relating to its use of a Service, including, without limitation, those relating privacy and Personal Information protection.

7.2.          Governing Law

These Terms shall be governed by and construed in accordance with the substantive laws of the Province of Quebec (Canada) and the dispute mechanism provided for in the agreement between Licensee and Kelvin Zero.

7.3.          Force Majeure.

In no event shall Kelvin Zero be liable for any delay or failure to perform any of its obligations if such delay or failure is due to causes beyond its reasonable control, which causes shall include, without limitation, the continued unavailability of storage services provided by third-party service providers engaged to perform such services on behalf Kelvin Zero or the unavailability of specific hardware materials manufactured by third-parties.

7.4.          Severability.

If any provision of these Terms is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions will remain in full force and effect.

7.5.          Entire Agreement.

These Terms and the Privacy Policy constitute the complete agreement between you and Kelvin Zero concerning the subject matter herein and the use of any Service.