Terms

Inverite Verification Inc End-User License Agreement

Terms defined in the Privacy Statement used in this agreement will retain the definitions provided in the Privacy Statement. The software you are downloading, and the website functions you are accessing shall be collectively referred to as "Licensed Materials". Licensed Materials, any Web Sites owned and operated by us and any content available in relation thereto shall be collectively referred to as "Supplied Materials". By exercising your right and decision to use or install and use copies of the Licensed Materials you agree to be bound by the terms of this End-User License Agreement ("EULA"). If you do not agree to the terms of this EULA, do not install or use the Licensed Materials.

1. Ownership; All Users of this Electronic Device Bound

You represent and warrant that you are the owner of the Electronic Device you intend to install the Licensed Materials on, you have authorized the download and installation of the Inverite Verification Inc Licensed Materials or the owner of the Electronic Device has authorized you to do so. With respect to all other users of the Electronic Device that you have caused the supported Licensed Materials to be located in, you agree to provide a copy of the Privacy Statement and End-User License Agreement to those other users and obtain their consent to those terms before allowing them to use the Electronic Device to use the Inverite Browser & Capture application to view web sites on the Internet and to submit data to Inverite Verification Inc, and the requesting Merchant. You also agree not to use the Licensed Materials in a manner prohibited by law or in violation of any contractual provision by which you are bound. You agree to comply with all applicable laws, rules and regulations in your use of the Licensed Materials.

2. Access and Interference

You agree that you will not use any robot, spider, or other automatic or manual device or process intended to interfere or compromise the proper working of any of the Licensed Materials.

3. Voluntary Licensed Materials and Right to Uninstall

You understand that the Licensed Materials comprise voluntarily installed software programs. You may uninstall any of them at any time by using the uninstall or remove feature in your electronic device. Thereafter, the Inverite Verification Inc software will remove itself.

4. Termination

Any user may terminate these Terms and Conditions at any time, by uninstalling all our Licensed Materials from the Electronic Device using the uninstall or remove feature in your electronic device.

5. Bank Account Access

You agree to exclusively use the Licensed Materials on Bank Accounts that you are the sole owner of and have permission to access. You hereby grant Inverite Verificiation Inc permission to access the history and all linked accounts to your Bank Account through the online banking portal.

6. Downloadable Application

When using the Downloadable applications, no credentials will be stored or sent to our servers. You agree to transit all data visible and the contents of all visible webpages when pushing the Capture button to Inverite Verification Inc, as well as the selected Mercchant.

7. Web Frame Verification

When using the Web Frame Verification you grant Inverite Verification Inc the right to use and transmit your submitted credentials to the selected Institution. All credentials will be stored temporarily using industry standard encryption which will be kept from a period of: 24 hours for typical use; up to 30 days for an institution in debug mode; or up to 2 years (730 days) if your requesting Merchant has enabled Instant Refreshes. You hereby grant Inverite Verification Inc express permission to access your online banking portal during these time frames. If you wish to revoke access to your online banking portal, you may change your online banking password at any point.

8. Security

Users are solely responsible for maintaining the confidentiality of their password(s). They are also responsible for all uses of their information stored in any supported Licensed Materials, whether or not authorized by them.

9. Links

Advertising vehicles that are displayed on your Electronic Devices screen may (and likely will) contain links to Internet websites operated by other parties (3rd Party websites). The linked websites are not under our control. We are not responsible for the content available on any other websites so linked. Unless otherwise stated, such links do not imply our endorsement of the material on any other website. Access to any other websites linked as herein described is at the user's own risk.

10. Scope of License

We grant you a non-exclusive, limited license, pursuant to the terms set out herein, to: (i) install and use the most current versions of the Licensed Materials solely for the purpose for which they are supplied; and (ii) use the Licensed Materials only for your personal, non-commercial purposes.

11. License Restrictions & Updates/Enhancements

(1) Your license to an existing version of Licensed Materials may, at our discretion, expire when new versions of Licensed Materials are released. We reserve the right to add additional features or functions to existing Licensed Materials. When installed on your Electronic Device all Licensed Materials that communicate with our or 3rd Party servers do so as described in the Privacy Statement. Additionally, we may require the update or automatic distribution of Licensed Materials on your Electronic Device when a new version of the Licensed Materials is released, when new features are available.

(2) Notwithstanding the foregoing, our business associates and we have no obligation to make available to you any subsequent versions of Licensed Materials. You may not distribute or copy (other than for backup purposes) Licensed Materials. You may not modify, reverse-engineer, decompile, disassemble, or otherwise discover or disassemble Licensed Materials or the equivalent of Licensed Materials in any way. You do not have the right to create derivative works of Licensed Materials. You agree not to attempt, or allow others to attempt, to reverse-engineer Licensed Materials and/or modify Licensed Materials source code. Any and all such modifications or enhancements to Licensed Materials by you, our business associates, or us shall remain our sole property or that of our business associates. You further agree not to access either our own or our business associates' services or Licensed Materials applications by any means other than the interface provided by us or them to access the relevant service. Without limiting our rights, you understand that we, in our discretion, may modify, discontinue, or suspend your right to access any of the Licensed Materials at any time or terminate your license.

(3) We reserve all rights not expressly granted to you in this agreement.

12. Other Restrictions

You may not rent, lend, assign or lease Licensed Materials, but you may transfer your rights under this EULA and related/incorporated agreements on a permanent basis provided: (i) you transfer all copies of the Licensed Materials and these terms and conditions; and (ii) the recipient agrees to be bound to this EULA and related/incorporated agreements.

13. Ownership

You agree that all Licensed Materials are licensed, not sold to you. No ownership rights are conveyed. You agree that Licensed Materials belong to us, including all intellectual and proprietary rights, unless otherwise specified. We retain all right, title and interest in and to Licensed Materials at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. Additionally, all content accessed through Licensed Materials is the property of the applicable content owner and may be protected by applicable intellectual property laws, including copyright and trademark. This Agreement gives you no rights to such content. Any suggestions, ideas or inventions that you voluntarily and optionally disclose to us through any means will be used or not used by us at our sole discretion; we will have no obligation to you regarding any ideas or inventions that you disclose through such means.

14. Disclaimer of Warranty

(1) USE OF SUPPLIED MATERIALS IS AT YOUR OWN RISK. WE PROVIDE SUPPLIED MATERIALS ON AN "AS IS", "WHERE IS", BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT. WE ALSO DISCLAIM ALL LIABILITY WITH REGARD TO YOUR VIEWING OF ANY WEB SITES THAT MAY BE LINKED FROM ANY SUPPLIED MATERIALS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. WE MAKE NO WARRANTY THAT (I) THE SUPPLIED MATERIALS ARE ACCURATE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SUPPLIED MATERIALS WILL BE RELIABLE; (III) THE SUPPLIED MATERIALS WILL IDENTIFY ANY IDENTITY THEFT, (IV) THE QUALITY OF ANY PRODUCTS OBTAINED OR PURCHASED THROUGH THE USE OF THE SUPPLIED MATERIALS WILL MEET YOUR EXPECTATIONS; OR (V) ANY ERRORS IN THE SUPPLIED MATERIALS WILL BE CORRECTED.

(2) THE ABOVE EXCLUSIONS MAY NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES.

15. Limitation of Liability

(1) IN NO EVENT WILL WE, OUR DISTRIBUTORS, DISTRIBUTEES, SUPPLIERS, MERCHANTS, BUSINESS ASSOCIATES, ADVERTISERS, THIRD-PARTY DEVELOPERS OR DISTRIBUTORS OF LICENSED MATERIALS, OR ANY OF THE FOREGOING ENTITIES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (COLLECTIVELY "PROTECTED PARTIES") BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF OUR PRIVACY STATEMENT, END-USER LICENSE AGREEMENT, OR YOUR USE OR INABILITY TO USE LICENSED MATERIALS, OR SUPPLIED MATERIALS EVEN IF A PROTECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PROTECTED PARTIES MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT, OR OUR PRIVACY STATEMENT, EXCEED THE LESSER OF $10.00 CDN. OR THE REVENUE ACTUALLY RECEIVED BY US DIRECTLY ATTRIBUTABLE TO THE LICENSED MATERIALS.

(2) BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, PROTECTED PARTIES' LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

16. No Protected Parties Liability

The Protected Parties assume no liability hereunder for, and shall have no obligation to defend you or to pay costs, damages or lawyers' fees for, any claim arising from: (i) any method or process in which Licensed Materials may be used by you; (ii) any results of using Licensed Materials; (iii) any use of other than a current unaltered release of Licensed Materials; or (iv) the combination, operation or use of any Licensed Materials furnished hereunder with non-Licensed Materials if such infringement could have been avoided by not combining operating or using the Licensed Materials with other programs, data or materials.

17. Privacy Statement and Other Policies

You agree to be bound by and comply with the Privacy Statement applicable to any Licensed Materials, the privacy statements applicable to third party software/materials and any other policies governing the use of Licensed Materials to which, as appropriate, you have agreed to be bound or of which you have been provided notice. The Privacy Statement can be found at https://www.inverite.com/privacy

18. Permissions You Grant Us

(1) You grant Inverite Verification Inc the right to collect, retain and analyze all information submitted using the "Capture" function in the Inverite software. This may include, but is not limited to, information and data regarding your Inverite browser session, screen captures of your Inverite browser window and contents; Internet Protocol (static or dynamic) addresses; Web connection details, and/or the duration and number of visit(s) to websites and pages (collectively the "Information"). With respect to any Information gathered by the Licensed Materials, you agree that Inverite Verification Inc may use such Information for its business purposes, including, but not limited to; Consumer Verification, Product Support; fraud investigation; Internet surfing trends and analysis; Information aggregation; pattern and geographic analysis; marketing, and development; both for ourselves and for your requested Merchant. You grant us the express permission to transfer all information to the Merchant requested in your Inverite Session.

(2) Upon installation and/or registration of the Licensed Materials, you grant to Inverite Verification Inc your express permission to contact you with important information about your account and updates to our services, policies and business practices. You have the option to choose not to be contacted by requesting to be unsubscribed and uninstalling the Licensed Materials. If any information you provide to Inverite Verification Inc is incomplete or inaccurate, we have the right to terminate your license and ability to use the Licensed Materials.

19. Export Controls

The supported Licensed Materials, and the underlying information and technology may not be downloaded or otherwise exported or re-exported to certain countries, depending on your country of residence or citizenship If you are an American you may not download, otherwise export of re-export the foregoing: (i) into, or to a national or resident of, Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Licensed Materials, you are agreeing to the foregoing and you represent and warrant that you (as applicable) are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws that pertain to you.

20. Applicable Law

The laws of British Columbia, Canada will govern this agreement, without reference to conflicts of law principles. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the provincial and federal courts in British Columbia, Canada. The United Nations Convention on Contracts for the Sale of Goods does not apply to this agreement.

21. Arbitration

Any claim or controversy arising out of or related to these Terms and Conditions, Licensed Materials, Supplied Materials, or any supported Licensed Materials may be settled by binding arbitration in accordance with the rules of Arbitration Act, R.S.A. 2000, c. A-43, its rules, and the regulations appurtenant thereto, at our option. Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party. The election of arbitration shall not preclude us from seeking any injunctive relief in any state, provincial or federal courts for protection of our intellectual property rights.

22. Successor Agreements

(1) These Terms and Conditions may change in the future. In such case, and when appropriate, we will notify you prior to the new document going into effect.

(2) In most cases, we will provide you with an e-mail notice informing you that changes have been made to the documents and will provide you either with an active link, or inactive URL address, that you can use to view a Web Page containing the revised documents (or leading you to the appropriate documents). We will always post our most recent Privacy Statement and End-User Licence Agreement on our Web Site that can be accessed at www.inverite.com.

(3) You agree that after receipt of such change notice, you consent to our revised terms and conditions unless you uninstall all supported Licensed Materials from your Electronic Device, and destroy all copies of same you may have created. Failure to uninstall and destroy all supported Licensed Materials from your Electronic Device will be deemed an acceptance of the terms of our most current terms and conditions for which you have given your consent, or for which you have been given notice, as appropriate.

23. U.S. Government Restricted Rights

Licensed Materials are provided with Restricted Rights. Use, duplication or disclosure by the United States Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Licensed Materials clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Licensed Materials-Restricted Rights at 48 C.F.R. 52.227-19, as applicable.

24. General

These terms and conditions set out herein, as modified from time to time as described above, including the policies/terms incorporated by reference, set forth the entire understanding and agreement between you and us with respect to the subject matter hereof. If any provision or provisions hereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby. We shall not be liable for any delay or failure in performance under this Agreement or interruption of service resulting from acts of God, civil or military authority, war, labour disputes, materials provided by third parties, or any cause beyond our reasonable control. Except as described herein, you may not assign this agreement without our explicit consent.

25. Effective: September 5, 2017.

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