TERMS AND CONDITIONS####THIS IS A LEGAL AGREEMENT BETWEEN TRACTION SALES AND MARKETING INC. DBA “TRACTION ON DEMAND” (“TOD”) AND YOU (“CLIENT”, “YOU” OR “YOUR”). THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES. IF YOU DO NOT ACCEPT THE TERMS, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR USE THE SERVICES. ##AGREEMENT:####For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ToD and Client agree as follows:####1. Definitions. Unless the context requires otherwise, capitalized terms in this Agreement shall have the following meanings:####a) “Affiliate” means, with respect to a party, any person, partnership, joint venture, corporation, or other entity, that directly or indirectly controls, is controlled by, or is under common control with such party;####b) Aggregate Information” means information about Client’s activities on or in connection with the Services that typically cannot be used to identify, locate, or contact Client including information regarding the frequency of use of the Services, components of the Services most frequently accessed, and browser types used by Client;####c) “Applicable Law” means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the Services and the Software, and Client’s use thereof, including without limitation, all privacy laws, including laws for the protection of Personal Information, and Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation” or “GDPR”), to the extent applicable; #### d) “Services” or “Software” means: i) ToD’s software application currently described as the “Traction Thrive Critical Care Resource Management” application.####2. Client’s Responsibilities. Client is responsible for all of Client’s use of the Services. Client shall comply with all Applicable Law and not use the Services to engage in any deceptive, misleading, or unethical activities that may be detrimental to ToD or its Affiliates.####3. Use of Information. Client grants to ToD a non-exclusive, royalty free right during Client’s use of the Services to process Client’s Personal Information and Aggregate Information to the extent required to provide the Services to Client, to improve the features and functionality of the Services, to communicate with Client in the event Client submits any questions or requests to ToD, and to, even if the Agreement is expired or terminated, comply with Applicable Law.####4. ToD Consulting Services. If required, ToD may provide consulting services (“Consulting Services”). All Consulting Services will be provided under a separate agreement and do not form part of the Services.####5. Indemnification. Client shall defend, indemnify, and hold ToD and its directors, officers, employees, and Affiliates harmless against any loss, damage, or cost (including reasonable attorneys’ fees) incurred in connection with a claim, demand, suit, or proceeding alleging that Client’s use of the Services has harmed a third party or infringes upon the privacy rights of a third party or is in violation or alleged violation of any Applicable Laws. ####6. Miscellaneous.##a) Proper Law. This Agreement shall be governed by and construed in accordance with the laws of the province of British Columbia and the parties agree to attorn to the exclusive jurisdiction of British Columbia.####b) Survival. Sections 1, 3, 4, 5, 6, and 7 of this Agreement shall survive any expiration or termination of this Agreement for any reason.####c) Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter herein. This Agreement supersedes all previous communications between the parties, whether written or oral, with respect to the subject matter herein.####7. Use and License. Client shall only use of the Software pursuant to the 3-Clause BSD License, the terms and conditions of which are produced here: ####3-Clause BSD License####Traction Thrive Critical Care Resource Management Application####Traction Sales And Marketing Inc.####i. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:####ii. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.####iii. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.####iv. Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.####v. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
