Terms and EULA

Copyright Notice

You should assume that everything you see or read on this web site is copyrighted unless otherwise noted.

The copyright in this site and the underlying software code are the property of Octeth and its licensors unless otherwise stated. The reproduction or use of part or all of the content of this web site in any way (including without limitation viewing, downloading, printing and saving) is prohibited except in accordance with the following conditions:

You must obtain our permission in writing if you wish to reproduce, distribute, modify, transmit, reuse, re-post, or use or copy anything from this site. In general, you may reproduce these pages for the purpose of browsing them, or providing hypertext links to them.
Whenever images of people used on this site are used with. Reuse of them without permission may violate privacy and publication rights of those persons.
All content contained in pages that are linked to does not belong to Octeth and is the property of their respective owners. We have not reviewed the content linked to. Your right to reproduce and use the content linked to is (1) subject to the conditions that the respective owners may impose, and (2) is at your own risk. You further acknowledge and agree that Octeth is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Anything you transmit to us by electronic mail or otherwise or post becomes the property of Octeth and may be used for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, advertising, broadcast and posting. Octeth is free to use any ideas contained in any communication you send to us for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.
Octeth reserves the right to revoke these permissions at anytime without reasonable notice.
The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on this Site are registered and unregistered trademarks of Octeth and others. Your use of the trademarks displayed on this web site is strictly prohibited without our written permission.

Any questions? Click here to contact us.

Terms and Conditions

By accessing and browsing this web site you accept, without limitation or qualification, the Terms and Conditions contained. We may at any time revise these Terms and Conditions by updating this posting. You agree to be bound by such revisions, and you should periodically revisit this page to review the then current Terms and Conditions.

Copyright and Trademarks

Click here to read our copyright notice

Modifications to Software

Octeth reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, particular software products or the support associated with them with or without notice. You agree Octeth shall not be liable to you or to any third party for any modification, suspension or discontinuance of such software products or support services. By using Octeth software, you accept the software license agreement, other terms and conditions and policies which are announced on Octeth website (www.octeth.com). They will be valid when applying.

Modifications to Website Content

Octeth reserves the right at any time and from time to time to modify or complete change, temporarily or permanently, particular website content with or without notice. You agree Octeth shall not be liable to you or to any third party for any modification, suspension or discontinuance of such website content. By visiting Octeth website, you accept the software license agreement, other terms and conditions and policies which are announced on Octeth website (www.octeth.com). They will be valid when applying.

No endorsement

Reference to any product, process, publication, or service of any third party by trade name, trademark, manufacturer or otherwise does not constitute or imply the endorsement or recommendation of such by Octeth.

NO LIABILITY

YOUR USE OF THESE PAGES AND ANY SOFTWARE AND SUPPORT ACQUIRED FROM OCTETH IS AT YOUR SOLE RISK. THIS WEB SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OCTETH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THIS WEB SITE AND ITS SOFTWARE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT OCTETH IS NOT LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER INTANGIBLE LOSSES ARISING FROM YOUR USE OF THIS WEB SITE OR SOFTWARE OR SERVICES ACQUIRED FROM OCTETH, EVEN IF OCTETH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Any questions? Click here to contact us.

Imprint:
Octeth is a registered trademark and service of;
Octeth, Inc.
156 2nd St. San Francisco 94105 CA, United States
Phone: 1 (530) 447-0655

EULA

End User Software License Agreement (EULA)

PLEASE CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT AND ALL OTHER POLICIES PUBLISHED ON THIS WEBSITE BY USING THE ENCLOSED SOFTWARE.

License Grant

In this license agreement, “You” means the person or company who is being licensed to use the Software,Documentation or Service. “We”, “us” and “our” means Octeth.

Title

We remain the owner of all right, title,logo,content and interest in the Software and related explanatory written materials (“Documentation”).

Archival or Backup Copies

You may copy the Software for back-up and archival purposes, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed in the “License Grant” section above.

Things You May Not Do

Below, things you may not to do are listed.
Copy the Documentation,
Copy the Software except to make archival or backup copies as provided above,
Reverse engineer, disassemble, decompile, unobfuscate or make any attempt to discover the source code of the Software,
Modify the source code of the software for reselling or distributing to third parties
Sublicense, rent, lease or lend any portion of the Software or Documentation.
Your license is non-transferable.

Term and Termination

This license agreement takes effect upon your use of the software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession.

Confidentiality

The Software contains trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence.

Warning!

Under no circumstances shall Octeth or the authors of this product be liable for any incidental or consequential damages,data loss, security problems, bug related damages or problems, nor for any damages in excess of the original purchase price.

Any use or disclosure of the software, or of its algorithms, protocols or interfaces, other than in strict accordance with this license agreement, may be actionable as a violation of our trade secret rights.

Money Back Guarantee

Octeth offers the Best No-Risk, No-Worry, Cant-Lose, Refund Policy in the industry!

If Within 60 Days Your Email Marketing and Campaign Tasks Are Not Easier, Faster, Better Tailored, More Powerful and Effective For You Or Your Clients – We’ll Buy It Back From You, No Questions Asked!

Support Service

Octeth is responsible from the following support issues

Feature questions
Setup questions
Software errors

Octeth is NOT responsible from the following support issues

Server related problems
Server configuration and optimization issues
Browser or computer problems
Any other non-software related problems

Installation / Upgrade Service

Installation service is subject to service fee. It can be purchased and requested from the client area.
Upgrade service is subject to service fee. It can be purchased and requested from the client area.

Support Service Description

Support Department: You can contact Support Department anytime via support@octeth.com for personal assistance.

Unsupported Methods of Support

Octeth does not provide support by phone
Support requests posted to other departments can be ignored

Support Service Period

3 months free support service subscription with your purchase
After the first 3 months, customer can extend his/her support service subscription at anytime for 12 months

Future Updates Guarantee

Product Pricing

Octeth reserves the right to change the price of products or apply extra fees to the prices anytime without any pre-post announcement. Octeth also reserves the right to make discounts on any Octeth product anytime without any announcement. The prices are for the licenses only. Octeth reserves the right to make changes to pricing and/or product specifications at any time.

Product Updates

Octeth reserves the right to update Octeth products anytime without any announcement. These updates may be free or priced for existing clients and future clients.

Periodical Updates

To keep Octeth products up-to-date, we periodicaly release updates for the products. These updates includes bug-fixes, new features, improvements, etc. These updates are free for product owners.

Product owners will be informed about the update releases and they will receive the update immediately.

The period of releases may vary product to product.

Critical Updates

These are the updates which are critical and must be installed by the product owner. These updates include critical bug fixes. These critical updates are also free for product owners.

Product owners will be informed and will receive the update immediately.

New Version Updates

To make Octeth Products more powerful and efficient, we collect feedbacks from our users and analyse them. We decide the new features which will be included in the coming version.

The new version prices may be different from the previous version. In this case, we may provide special discounts to the previous version users and may include them a free upgrade utility (if suitable). Our new clients will order the product from the new price.

How to upgrade?

Any questions? Click here to contact us.

Support Policy

Support Service Policy

Octeth provides 3 months free technical support service to each new Oempro license. Support service is provided through web based help desk system.

In this page, our support service limits are explained with all details. You accept and agree to be bound by this policy and all other policies published on this website by using the enclosed software and visiting our website.

Support Service Life Time

Initial Support Service Subscription
New Oempro edition purchase comes with 3 months free service subscription
Support Service Extension Cost
For 1-user Oempro licenses, it’s $79 per year. For Oempro ESP licenses, it’s 20% (per year) of the license fee you have paid.
Support Service Medium
Web based help desk system — First in first out order.
Support Service Coverage
Free access to web based help desk system. Free access to latest product downloads

Supported Issues and Cases

Following issues and cases are supported and covered by our Support Service Policy:

Oempro related how to questions
Oempro related feature questions
Oempro usage questions
Oempro related unexpected behaviors and troubleshooting
Oempro related technical problems
Oempro related bugs
Oempro documentation problems and questions
Oempro installation issues
Oempro upgrade issues
Issues reported in the web based help desk

Not Supported Issues and Cases

Following issues and cases are NOT covered by our Support Service Policy and our support team will not be able to help on these cases:

CRON (scheduled task) setup
Email piping or POP3 account setup
Web server related issues and questions (web server time-out, resource problems, unexpected process terminations, configuration problems, etc.)
MySQL database server related issues and questions (resource problems, incorrect configuration problems, database corruption problems, etc.)
Mail server and mail delivery related issues and questions (SPAM filtering problems, black listing issues, slow email delivery issues, SPF/SenderID, DKIM/DomainKeys configuration problems, etc.)
Issues reported in by email or live chat or by phone conversation
Products where code (or user interface) has been customized (both minor and major customizations)
Data migration
Database repair
Mail server debugging, fine-tuning
Issues experienced in non-supported (and non-compatible) environments (both server and client)
Old version products
Discontinued products and version series

New Feature Requests and Implementation Procedure

We welcome every new feature request and idea from our customers. New feature requests can be submitted through the web based help desk system or by sending email.

We never guarantee that every received feature request will be implemented. We also never guarantee an immediate new feature implementation to our products.

Bug Reports and Bug Resolution Procedure

Bug reports and technical problems should be reported to Octeth by using the web based help desk system. Our support team will be able to get in touch with the issue reporter and learn required details to reproduce the problem. If the problem is identified and approved as a bug, it will be recorded to internal Octeth issue tracking system and scheduled for one of the future updates.

We do not guarantee or promise an immediate bug fix. However, all reported and approved bugs are targeted to be removed as fast as possible.

Support Service Period

All Oempro editions come with 3 months free upgrade and support service coverage. All customers can download both minor and major version updates for free and request support service within this period.

After the end of the first 3 months free service subscription period, Octeth customers can extend their service subscription at any time for a nominal fee for 12 months. Purchased and owned licenses are never expire or terminate if the support service subscription is not extended. Once expired service contract is renewed, it will be renewed from the expire date. Therefore, it’s important to keep your support service contract up-to-date.

Response Times

Dedicated Octeth Support Team targets the fastest response time for every received ticket. However, some tickets may take longer to resolve. We never guarantee a resolution time or quick response to our customers.

Average new ticket reply duration is maximum 24 work hours. Each received ticket has the same priority with other pending tickets and tickets are replied in first-in-first-out order.

Reported problems through email, live chat, phone conversation or any other mediums other than the web based help desk system will not be received and replied by the support team.

Octeth Support Team work hours are 10am – 6pm GMT+2 Monday through Friday. No support service is provided during National Holidays and after work hours.

Liability

Any questions? Click here to contact us.

Installation Policy

Product Installation Service Policy

Product installation service is provided with a nominal fee ($200.00 USD per installation request). Installation requests must be submitted through the “Help Desk > Installation Request” form. Installation requests submitted through other channels will not be processed.

Supported Installation Procedures and Steps

Following procedures and steps are supported and covered by our Installation Service Policy:

Uploading Oempro files to the FTP server
Setting up Oempro file and directory permissions
Creating Oempro database tables on an existing MySQL database
Setting up the Oempro administrator account
Setting up bounce, fbl and email request handling on cPanel and Plesk control panels
CRON, email piping and pop3 account setup on cPanel and Plesk control panels

Not Supported Procedures and Steps

Following procedures and steps are NOT covered by our Installation Service Service Policy and our support team will not be able to help on these cases:

CRON setup on servers without cPanel and Plesk control panels
Email piping on servers without cPanel and Plesk control panels
POP3 account setup on servers without cPanel and Plesk control panels
Database setup on servers without cPanel and Plesk control panels
Web server, mail server, MySQL server or any other server component installation or configuration

Response Times

Average new ticket reply duration is maximum 24 work hours. Each received ticket has the same priority with other pending tickets and tickets are replied in first-in-first-out order.

Reported problems through the community email, live chat, phone conversation or any other mediums other than the web based help desk system will not be received and replied by the support team.

Octeth Support Team work hours are 10am – 6pm GMT+2 Monday through Friday. No support service is provided during National Holidays and after work hours.

Liability

Any questions? Click here to contact us.

Refund Policy

An Unconditional Money-Back Guarantee

Here’s why you have absolutely nothing to lose and absolutely everything to gain.

Note: Refund terms written below is only for 1-user Oempro license. Refunds are not possible for ESP licenses. If you are interested in ESP license, you can try our trial version or purchase 1-user license and try it for 60 days before making ESP license purchase decision.

Octeth offers the best no-risk, no-worry, cant-lose, refund policy in the industry!

We’re going to remove any hesitation you may have by making a guarantee few dare make…

“If within 60 days your email marketing and campaign tasks are not easier, faster, better tailored, more powerful and effective for you or your clients – we’ll buy it back from you, no questions asked!”

NOTE: We positively guarantee that Octeth’s Oempro is the most viable, user friendly and effective email management software on the planet!

How in the world can we offer such a guarantee? Simple, we are so confident that our products produce results for our clients and that they will do what we say they will do that we can offer this without fear of loss or abuse.

We know our products are the best in the industry and we are ready to prove it.

Now in case you have any lingering doubts about this whatsoever, we want to make it completely foolproof for you or your clients. So here’s the deal;

Test drive our quick-to-install, pain-free, easy-to-use email software, use our products to run laser-targeted email marketing campaigns, create unlimited number of follow-up auto responders, generate better customer contact and response, reinvent and re-engineer your entire email marketing processes, until you get your email systems the way you want them to be…

And if for any reason, you are not absolutely thrilled and satisfied with our product, let us know and we will refund 100% of your purchase price…

No hassles.

No hard feelings.

What we are saying is this; don’t decide now if this product is for you.

Just get it and put it to work for you. If it doesn’t do everything we say and more, if you try the program, really put it to work in your processes and current email marketing methods you have nothing to worry about because you can get every dime of your money back under our guarantee within 24 business hours of your request, just like that.

You will never be stuck with a product that doesn’t work or support that doesn’t help – ever!

“My name is Eddie and I recently ordered Oempro. I am very much pleased with your product, it is excellent! With the same satisfaction I must say that your support department has been incredibly professional, gracious and pleasant. I will recommend your product not only because I believe in it but especially because your support department knows what customer service is all about” – Eddie

Any questions? Click here to contact us.

Partner Terms & Conditions

Partners Terms and Conditions

Thank you for your interest in our Partners Program, which allows you to build plugins that interact with, and use content from Oempro, email marketing software. This Agreement contains the terms on which we will permit you to do that. Where we write “us”, “we” or “our”, we mean Octeth, Inc., the corporation that provides email marketing solutions under the Octeth and Oempro brands. Where we write “you” or “your”, we mean the individual developer and the developer’s employer. The person who accepts this agreement is deemed to bind his or her employer to these terms.

IF YOU DO NOT ACCEPT ALL THE TERMS OF THIS AGREEMENT, FOR YOURSELF AND YOUR EMPLOYER, THEN WE DO NOT LICENSE YOU TO USE THE DEVELOPMENT TOOLS, PLUGIN ENGINE OR API. If you proceed to use the Development Tools, Plugin Engine or to access our API, you will be deemed to have accepted and agreed with all of the following terms. If you cannot accept that we may terminate your use and anybody’s use of your Plugin in our discretion, then you should not begin.

1. DEFINITIONS

“API” means an Application Program Interface provided by us, that is a set of routines, data structures, object classes or protocols. There may be more than one, and in this Agreement the term is both singular and plural.
“Application” means the software application, website or other interface that you develop, own or operate to interact with the API.
“Customer” means a person visiting a Store, regardless of whether there is an e-commerce transaction.
“Development Tools” means the software code and information made available to you from Shopify.com and perhaps from other sites controlled by us.
“Merchant” means a person (individual or corporate) operating a Store.
“Personal Information” means any information pertaining to a directly or indirectly identifiable individual.
“Store” means an on-line presence for e-commerce, hosted by us.

2. DEVELOPERS PROGRAM CONDITIONS

3. MODIFICATIONS

Modification of the API and Stores. We may modify the Development Tools, the API, permitted API calls, databases, the permitted uses under this Agreement, and any Store. Merchants may also modify their Stores. Merchants may deny API access to their Stores. Modifications may affect your Application and may require you to make changes to your Application at your own cost to continue to be compatible with, or interface with, the API or our Stores and services. That is a risk you must accept.
Modification of this Agreement. We may from time to time change the terms of this Agreement. We will post the amended terms on Shopify.com and we may also send you a notice about the amended terms by email. Except where stated otherwise herein, all amended terms will be effective thirty days after they are posted or emailed to you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY SENDING A TERMINATION NOTICE TO US AT SHOPIFY.COM. The termination notice will be effective on the date we receive it. The most current version of this Agreement will be available on Shopify.com and will supersede all previous versions of this Agreement. YOUR USE OF THE API OR YOUR APPLICATION AFTER THE EFFECTIVE DATE OF CHANGES WILL BE DEEMED TO BE ACCEPTANCE OF SUCH CHANGES.

4. MONITORING AND ENFORCEMENT

Right to Monitor and Audit. You agree that we may monitor or audit your Application or activities relating to your access to our API. You must not try to block or otherwise interfere with the monitoring or audit, and we may use technical means to overcome any methods you may use to block or interfere with such monitoring. Audits may include requests for documents and for information and for a visit to your facilities. Your failure to reasonably comply with our audit shall constitute a material breach of this Agreement.
Remedy for Breach. If we, in our sole discretion, believe that you or your service providers have breached this Agreement, or that you or your service providers have engaged in fraudulent activity, we may take any and all steps we consider appropriate, including warning, investigating, or terminating or suspending your rights under this Agreement.
Corrective Action. In addition to any other available remedies, we may, in our sole discretion, seek specific performance, an injunction, and legal costs. We reserve the right to take corrective action as we see fit if we receive complaints from Merchants or Customers about your Application or your actions.

5. NO FEES

Access. We charge no fee for access to our API and Development Tools, but we reserve the right to introduce fees in the future for things that we have not already provided to you.
Directory. For no fee, we will advertise your Application in a directory on our website, if your Application meets our criteria which are entirely in our discretion, in a manner that enables existing and potential Merchants to contact you.
Merchant. You and a Merchant may agree on any fee for use of your Application. It may be a one-time fee, or a periodic fee, or a component of prices paid by each Customer.
Revenue Sharing. If you set up a Shop for someone else at arm’s length from you, we will pay you 20% of the revenue we earn from that Shop. If you sell an application to a Shop, we will collect your specified licensing fees from the Shop and retain 20% for our collection service. All payments to you will be sent in the month after we have collected successfully from the Shop.

6. DISCLAIMER OF ANY WARRANTY

THE API AND DEVELOPMENT TOOLS ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND NON-INFRINGEMENT. YOU USE THE API AND DEVELOPMENT TOOLS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THEIR USE INCLUDING, BUT NOT LIMITED TO, DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

7. LIMITATION OF LIABILITY

WE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY AMOUNT, WHETHER AS INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE API OR DEVELOPMENT TOOLS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT YOU ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES.

8. AVAILABILITY, SECURITY AND STABILITY

We make no guarantees with respect to the availability or uptime of any Development Tools, Stores or services. We may conduct maintenance on, or stop providing, any Development Tool, or close any Store or cease any service, at any time without notice to you. In the event of degradation or instability of our system or an emergency, we may temporarily suspend your access to the API and to the Stores and services.

9. RELEASE AND INDEMNIFICATION

To the maximum extent permitted by applicable law, you hereby release and waive all claims against us, and our affiliates, partners, officers, employees, agents, consultants, licensors, co-branders or other collaborators (collectively, “Covered Persons”), for all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the API and Development Tools. You will indemnify, defend and hold Covered Persons harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) that may arise from or are related to your use of the API and Development Tools or to the development, maintenance, use and contents of your Application, including but not limited to any infringement of any third-party proprietary rights. You will control the defense and settlement of any Claim that is subject to this indemnification, provided that we may at any time elect to take over control of the defense and settlement of any such Claim. In any event, you will not settle any such Claim without our prior written consent.

10. TERM AND TERMINATION

Term. The term of this Agreement will begin on the date on which you begin to use the Development Tools or the API. It will continue until terminated in accordance with this Agreement.
Termination. This Agreement will terminate automatically without notice if you fail to comply with any of its terms. The license that is granted hereunder is dependent on your compliance with this agreement and terminates automatically if you fail to comply with the terms. WE RESERVE THE RIGHT TO TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE YOUR ACCESS TO THE API, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON, AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU.
Voluntary Termination. If you wish to terminate this Agreement, you must email a termination notice to developer-relations@shopify.com. Your termination notice will be effective when we receive it. Any other method by which you try to terminate the Agreement will not be effective unless we acknowledge it in writing to you.
Effect of Termination. Within ten days after the termination of this Agreement, you must destroy all your copies of the content of Stores, and Personal Information, and provide us with written proof of destruction upon our request.
Survival. The following Sections will survive any termination of this Agreement: [1] Definitions, [6] Disclaimer of Any Warranty, [7] Limitation of Liability, [9] Release and Indemnification, [10.4] Effect of Termination, [12] Miscellaneous.

11. LAW AND VENUE

This Agreement will be construed as if both parties jointly wrote it. It shall be governed by the laws of Ontario, Canada, except for Ontario’s conflicts of laws principles. Any litigation arising under or relating to this Agreement must be brought exclusively in a court in Ottawa, Ontario, and by accepting this Agreement you attorn to the jurisdiction of such court.

12. MISCELLANEOUS

You acknowledge and agree that this Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof and any conflicting or additional terms in other documents or oral discussions are void. You may grant approvals, permissions and consents to us by email, but any modifications by you to this Agreement must be made in a writing (not including email) signed by both parties. We may refuse to execute any such writings in our sole discretion. Any notices to us must be sent to our corporate headquarters address as set forth on our website and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, your consent shall not be required for us to make an assignment or transfer (1) due to operation of law, or (2) to an entity that acquires substantially all of our stock, assets or business, or (3) to a related entity (e.g., parent or subsidiary of parent). You are not our legal partner or agent, but an independent contractor. A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.

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