VALID-8 – Terms of Use

Last Updated: August 19^th , 2026

This Terms of Use is between Vametric Corp. (“Vametric”, “Company”, “our”, “we” or “us”) and you, either individually, or on behalf of your enterprise (“you” or “your”). We offer to our customers (“Customer(s)”) for download and use the VALID-8 e-portfolio software application, mobile applications, and other related services (collectively, the “Solution”), in addition to our website (“Website”) and its subdomains, which contains information about us, our technology, and information concerning our Solution, as well as demos and trials of our Solution (if and to the extent Vametric makes them available). The Website together with the Solution and related services, except if specifically, otherwise designated, shall be referred to herein as the “Services”.

The terms “User, “you” or “your” refer to: (i) Customer; (ii) Customer’s admin-user of the Solution (“Customer’s Admin”) and (ii) End Users (as such term is defined below) who have been provided access to the Solution via their enterprise.

By taking an action to indicate acceptance (such as clicking a checkbox or executing an order form) you acknowledge that you have read and understood this End User License Agreement (“Terms”), which constitute a binding legal agreement between you and Vametric and shall be is effective as of the date of your acceptance of these Terms. If you do not accept these Terms, then do not use the Services. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity’s behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.

It is the sole responsibility of each User to ensure that the User complies with all applicable laws and regulations in respect of the User’s use of the Services. By accessing or downloading the Services, you represent and warrant that you are in compliance with all applicable laws and regulations in respect of any purposes for which you use the Services.

Please note that the collection, use and disclosure of your personally identifiable information (“Personal Information”) will be governed by our Privacy Policy located at https://www.vametric.com/privacy-policy/ (“Privacy Policy”). By using the Services, you consent to our collection, use, and disclosure of Personal Information and other data as outlined therein.

Vametric may revise these Terms at any time and at Vametric’s sole discretion. Any non-material changes to these Terms will become effective on the date the change is posted on the Website. Any material changes to these Terms will be effective: (i) immediately if you are a new User; and (ii) if you are an existing User, upon the earlier of (a) thirty (30) days after notice is provided of such changes, which notice may be provided by updating the “Last Modified” date above, through email or through the Services (as applicable), or (b) your acceptance of the updated Terms.

1. The Services.

1.1 Access to the Services. Subject to compliance with these Terms and payment of any applicable fees, Customer is provided with a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free, limited right: (i) to access and use the Website; and (ii) where you have purchased one or more licenses to access and use the Solution (“Subscription”), to access and use the Solution for Customer’s internal business purposes, in accordance with any User guides and manuals provided by Vametric (“Documentation”) and solely during the term of your Subscription. As part of Customer’s Subscription, Customer may make the Solution available to Customer’s Admin and End Users (as defined below) for whom Solution licenses have been purchased.

 1.2 Modification of the Services. Vametric may continuously update the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that Vametric may make some capabilities unavailable from time to time due to maintenance. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, Vametric may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Solution.

1.3 Availability. The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and Vametric’s service providers and contractors. Vametric will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Vametric does not warrant or guarantee that the Services will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free. Information sent or received over the internet is generally insecure and Vametric cannot and does not make any representation or warranty concerning security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information.

1.4 Third-Party Services. The Services may integrate with or rely on artificial intelligence (“AI”) technologies powered by machine learning and third-party platforms and services (including, without limitation, third-party AI technologies (“AI Services”)) that are not owned or controlled by Vametric (collectively, “Third-Party Services”). Customer acknowledges that the use and enabling (as applicable) of any such Third-Party Services will be subject to any terms which govern and/or apply to such Third-Party Services. You acknowledge that we are not responsible for the products and services provided by any Third-Party Services, and that Vametric is not the author or owner of any Third-Party Services and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Services.

1.5 Subcontractors. Vametric may retain the services of independent contractors or consultants, which may include Third-Party Services (“Subcontractors”) from time to time to assist Vametric in performing its obligations under these Terms. Subcontractors shall remain under the direction and control of Vametric. Vametric shall, in the performance of its obligations under these Terms, use reasonable efforts to comply with all Customer policies, procedures and rules pertaining to Subcontractors that have been communicated to Vametric in writing.

1.6 Professional Services. Vametric may provide professional services to assist with the implementation, customization, or other support related to the Services (“Professional Services”) or for creation of work product (“Deliverables”). If the Customer wishes to order Professional Services, the parties will negotiate and enter into a statement of work setting out applicable commercial terms (“Statement of Work”). Upon execution of a Statement of Work, Vametric will provide Professional Services for Customer all as described in the Statement of Work. For increased clarity, no support is provided by Vametric for the Services unless otherwise agreed to in a Statement of Work.

1.7 Interactive Services. We may from time to time provide interactive services on our site, including without limitation: (a) support/chat rooms; (b) bulletin/information boards; (c) upgrade offers or other services that may be of use (collectively, “Interactive Services”).

1.7.1 Moderation. Where we provide any Interactive Services, we will provide clear information to you about the kind of service offered, if it is moderated, and if applicable, what form of moderation is used (including whether it is human or technical). Customer is solely responsible for assessing any possible risks for Users (and in particular, for minors) posed by third parties when they use any Interactive Services provided on our Website. Vametric will implement moderation services where it deems appropriate in its sole discretion and reserves the sole right to decide what form of moderation is appropriate in light of the specific risks associated with each case. Vametric is under no obligation to oversee, monitor, or moderate any Interactive Services that we provide on our Website, and we expressly exclude our liability for any loss or damage arising from the use of any Interactive Services by a User in contravention of our content standards, whether the Interactive Service is moderated or not. Where we do moderate an Interactive Service, we will make reasonable efforts to provide you with a means of contacting the moderator should a concern or difficulty arise.

1.7.2 Use of Interactive Services by Minors. The use of any of our Interactive Services by a minor is subject to the consent of their parent or guardian. We advise parents and guardians who permit minors to use an Interactive Service that it is important they communicate with minors about their safety online, as even moderated Interactive Services carry risks. Minors who are using any Interactive Services should be made aware of any potential risks to them.

1.7.3 Content Standards. These content standards apply to any and all material which Users contribute to any Interactive Services that we offer (“Contributions”). Contributions must be (i) where they state facts, accurate; (ii) where they state opinions, genuinely held; (iii) comply with applicable laws in any country from which they are posted or accessible. Contributions must not contain any content which: (i) is defamatory, obscene, offensive, hateful, inflammatory, sexually explicit or age-restricted; (ii) promotes (I) violence, (II) discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or (III) any illegal or unlawful activity; (iii) infringes any copyright, database right, patent, or trademark of any other person; (iv) is likely to or attempting to deceive, cause an annoyance or inconvenience, or cause needless anxiety to any person; (v) is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence or confidentiality; (vi) harasses, threatens, abuses, upsets, embarrasses, alarms, or invades the privacy of another person; (vii) impersonates any person, or misrepresents your identity or affiliation with any person; (viii) gives the impression that they emanate from us, if this is not the case.

1.7.4 Suspension and Termination of Use of Interactive Services. We reserve the right to suspend or terminate your right to use and/or participate in any Interactive Services if you or your Contributions do not comply with the spirit and letter of our content standards, anything else contained in these Terms, or for any other reason at our sole discretion. Action taken by Vametric may include:

 (i) immediate temporary or permanent withdrawal of your right to use Interactive Services or our Website;
(ii) immediate temporary or permanent removal of any Contributions by you to our Website;
(iii) the issuance of a warning to you;
(iv) legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
(v) further legal action against you if copyrights or patents are infringed;
(vi) disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude all liability for actions taken in response to breaches of our content standards. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

2. Registration and Account

 2.1 User Eligibility. By using the Services and agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; or (ii) that you are the legal guardian of the User under the age of eighteen (18) and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Services subject to these Terms; (iii) that you or your legal guardian have not previously been suspended or removed from the Services; and (iv) that your use of the Services is in compliance with any and all applicable laws and regulations.

 2.2 Account Registration.  To use the Solution, Customer must register and open an account through the Website or as otherwise directed by Vametric (“Account”). You agree to provide accurate, current, and complete Account registration information requested by any Account registration forms (“Registration Data”), including but not limited to your name, organization name, e-mail, and password. The Solution requires an internet connection.

 2.3 Account Security. You are responsible for maintaining the confidentiality of your Registration Data and for all activities that occur under your Account. You agree not to disclose your Account credentials to any third party, and you are responsible for any use or misuse of the Services performed through your Account (including by any third party). If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, Vametric reserves the right to temporarily disable an Account until a resolution has been determined. Vametric cannot, and will not, be responsible or liable for any loss or damage arising from your failure to comply with the requirements in this Section 2.3.

 2.4 Setup. To onboard Customer onto the Solution, Customer may need to provide Vametric with access to Customer’s internal systems, data, and information. Customer agrees to provide access to Customer’s internal systems, data, and information as reasonably required by Vametric to permit Customer’s onboarding. Vametric may be required to customize Customer’s internal systems to enable the Solution to function. Any integrations or intellectual property developed by Vametric in connection with the Customer’s onboarding process (“Integrations”) shall be the sole property of Vametric.

2.5 End User Access. Once Customer has been onboarded, Customer’s Admin may invite end users from Customer’s enterprise to access and use the Solution (“End User(s)”). Customer’s Admin and invited End Users will be required to register an Account or may be provided with Account credentials to access and use the Solution, as applicable. Accounts are for use by designated Users and cannot be shared or used by more than one User or reassigned to different Users. Customer and/or Customer’s Admin may assign and reassign the User roles offered in the Services to User Accounts as required. Customer shall ensure that no End User or Customer’s Admin commences or maintains any claim against Vametric for any matter arising in connection with these Terms (whether founded on breach of contract or tort or any other legal theory).

2.6 Audit Rights. Vametric shall have the right to use the capabilities of the Services to confirm the number of Users using the Solution and Customer’s compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property, or safety of our Users and the public.

3. Use of the Service.

3.1 Vametric Responsibilities. Vametric shall: (i) use, modify, or disclose all electronic data or information submitted by Users to the Services or passed through the Services by a User via a Third-Party Service (“Customer Data”) in accordance with applicable laws and solely to perform its obligations or exercise its rights under these Terms; (ii) maintain the security and integrity of the Services and the Customer Data and notify Customer of any breach thereof in accordance with applicable laws; and (iii) use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which Vametric shall make best efforts to give at least eight (8) hours’ notice via the Services and which Vametric shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. Eastern Time Friday to 3:00 a.m. Eastern Time Monday); or (b) any unavailability caused by circumstances beyond Vametric’s reasonable control, including without limitation, circumstances described in Section 11.9 hereto.

 3.2 Customer Responsibilities. Customer is responsible for all activities that occur under its Account and End User Accounts and for End User and Customer’s Admin’s compliance with these Terms. Client’s Admin and End Users shall be bound by these Terms to the same extent as Customer and Customer will be directly responsible for any breaches of these Terms by Client’s Admin and End Users. Customer shall: (i) have sole responsibility for obtaining all consents and third-party licenses, and providing all necessary notices in accordance with applicable laws to ensure Customer Data can be shared with Vametric and used by Vametric as contemplated herein; (ii) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Vametric promptly of any such unauthorized access or use; and (iv) comply with all applicable local, provincial, state, federal and foreign laws in using the Services.

 3.3 Use Guidelines. Customer shall not (and shall not permit Customer’s Admin or End Users to): (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party without the written consent of Vametric; (ii) use the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Services to send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (“Malicious Code”); (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (v) attempt to gain unauthorized access to the Services or its related systems or networks; (vi) upload, make available, or otherwise transmit any Customer Data via the Services which results in a violation of a third party’s rights under applicable laws or that: (I) constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (II) infringes any patent, trade-mark, trade secret, copyright, publicity, or other proprietary or privacy rights of any party; (III) is misleading, fraudulent, contains sexually explicit or age-restricted content, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable; (IV) or contains any Malicious Code; (vi) for the purpose of harming or attempting to harm minors in any way; (viii) in any way that breaches any applicable local, national, or international law or regulation; or (ix) use any other measures in an attempt to mislead Vametric or Vametric’s other customers, or otherwise take advantage of the Services.

3.4 Publicity. Vametric may include the name and logo of the Customer in its public lists of customers or vendors (“Lists”) in accordance with Customer’s standard guidelines governing use of its logos (as applicable).

 3.5 Trial and Free Services. In the event of a conflict between Section 3.5 and any other portion of these Terms, Section 3.5 shall control.

 3.5.1 Trial Services. At Vametric’s discretion, Vametric may make some or all of the Services available on a trial basis (“Trial”). If Customer registers for a Trial, Vametric will make the applicable part of the Services (“Trial Service”) available to Customer (and Customer’s Admin or End Users, as applicable) on a trial basis until the earlier of: (a) the end of the Trial period for the applicable Trial Service; (b) Customer purchasing the applicable Trial Service; or (c) termination by Vametric in its sole discretion. Use of the Trial Service is subject to these Terms. Additional Terms may be applicable to the Trial Service and will be made available at the time of registration (as applicable) and will be incorporated into these Terms by reference.

 3.5.2 Free Services. Vametric may make some of the Services available free of charge (“Free Services”). Free Services shall exclude any Trial Service. Use of Free Services is subject to these Terms and may be provided to Customer (and Customer’s Admin or End Users, as applicable) up to certain limits, with usage over the limits requiring purchase or subscription for continued use. Vametric, at its sole discretion and for any or no reason, may terminate access to the Free Services or any part thereof. Any termination of access to the Free Services may be without prior notice, and Vametric shall not be liable to Customer or any third party for such termination.

 3.5.3 Customer Data; Outputs. Any Customer Data, Outputs (as defined below), and customizations made by a User while using Trial Services or Free Services may be permanently lost unless Customer purchases a subscription to the same services as the Trial Service or Free Services, or exports such data before the end of the Trial Period or termination of access to Free Services. Subject to a User’s rights in the underlying Customer Data, Vametric shall own all rights, title, and interest in and to Outputs generated by a User while using Trial Services or Free Services.

 3.5.4 representations and Warranties; No Indemnification. Notwithstanding anything in these Terms to the contrary, the Trial Services and Free Services are provided “as-is” without any warranty and Vametric shall have no indemnification obligations nor liability of any type to a User with respect to any damages arising out of the User’s use of the Trial Services or Free Services. Without limiting the foregoing, Vametric and its Affiliates and licensors do not represent or warrant to that: (a) use of the Trial Services or Free Services will meet the User’s requirements; or (b) use of the Trial Services or Free Services will be uninterrupted, timely, secure or free from error.

4. Fees and Payment

4.1 Fees. To use the Solution, Customer must pay the applicable Licensing fee (“Licensing Fees”), which will vary depending on the Solution version selected. Certain functionalities or services may require the payment of one-time fees (“One-Time Fees” and together with Licensing Fees, “Fees”). One Time Fees will be specified and billed at the time of purchase. Customer is required to pay all Fees by either electronic wire payment, electronic funds transfer, or cheque (“Payment Method”). The Customer must maintain accurate payment information and notify us of any changes to billing information. For some Payment Methods, financial institutions may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method, and you are solely responsible for any such fees. Except as otherwise agreed in writing, all fees are quoted and payable in Canadian Dollars ($CAD).

4.2 Billing. Fees are billed by Vametric at regular intervals as determined between Vametric and Customer on an applicable Statement of Work. If no interval is explicitly specified, Fees will be billed annually. Unless Customer terminates the Subscription before the next billing date, Customer will pay to Vametric all Fees using an applicable Payment Method on the first day of each Subscription billing cycle. If the payment for Fees is not received by Vametric on or before the first day of each Subscription billing for any reason, Customer’s Subscription may not be continued or renewed (as applicable) and in addition to any of its other rights or remedies, Vametric reserves the right to suspend access to the Solution, without liability to Customer, until all outstanding Fees are paid in full.

 4.3 Add-Ons and Premium Versions. Customers and Users may have the option of purchasing add-on features or premium versions of the Solution (“Purchased Software”) for additional Fees, or allowing other individuals (e.g., Users, clients, members, or employees) to make such purchases on that Customer’s behalf. Customer shall pay all Fees specified in an order for Purchased Software, whether such order was made by one of its Users or by another individual on Customer’s or one of its User’s behalf.

 4.4 No Refunds. All payment obligations are non-cancellable and all Fees are non-refundable. Unless otherwise specified herein or in an order, Fees are based on the number of licenses purchased and not actual usage. We do not provide refunds or credits for any partial Subscription periods or unused Solution functionality.

 4.5 Overdue Payments. Any incurred Fees not received from Customer by their due date may accrue (except with respect to fees then under reasonable and good faith dispute), at Vametric’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

 4.6 Taxes. Unless otherwise stated, all Fees are exclusive of any direct or indirect local, state, provincial, federal, or foreign taxes, duties, levies or similar governmental assessments of any nature, including value-added, goods and services, use or withholding taxes (collectively, “Taxes”). All Taxes (exclusive of any Taxes based upon Vametric ’s net income or property) shall be assumed by and paid for by Customer, not Vametric. If Vametric has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer.

5. Term and Termination.

5.1 Term. The Term of this agreement will commence (i) upon taking an action to indicate your acceptance of these Terms (such as clicking a checkbox or executing an order form; or (ii) upon your first download or use of the Services, and will remain effective either (i) for the term of your Subscription; (ii) until your account is deactivated or rendered dormant by Vametric or Customer; or (iii) until this agreement is otherwise terminated.

5.2.Termination by Customer. You may terminate this agreement at any time by ceasing to use the Services and all copies thereof.

5.3 Termination by Vametric. Vametric may, at its sole discretion and without prior notice, immediately terminate your ability to access or receive the Services (as applicable) or portions thereof due to: (a) discontinuance or material modification to the Services (or any part thereof); (b) Customer’s breaches or violations of these Terms; or (c) Customer becoming the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. You acknowledge and agree that all terminations may be made by Vametric in its sole discretion and that Vametric shall not be liable to you or any third party for any termination of your access to the Services. Any termination of these Terms by Vametric shall be in addition to any and all other rights and remedies that Vametric may have.

 5.4 Result of Termination. Upon termination, User will no longer be able to access the Solution and the permissions, rights and licenses granted under these Terms shall terminate. Termination may cause the loss and/or availability of content, features, or capacity of your Account. To the extent Customer Data is in the Vametric’s possession, custody, or control, Vametric will perform such deletion subject to the retention policy in our Privacy Policy, and upon your request, we will certify the same in writing. You will destroy the Solution, including all copies and all relevant documentation in your possession. Termination of these Terms by Customer shall not terminate any open Statements of Work. Termination of the Terms by Vametric shall terminate all Statements of Work. Upon termination, Customer remains liable for all Fees incurred and owing under these Terms, including any fees for Professional Services and including any interest incurred. The following provisions shall survive termination: 3.2-3.5, 4, 5.4, and 6-11, along with any other provisions which by their nature should survive the termination of this agreement.

6. Intellectual Property Rights; License

 6.1 Vametric Intellectual Property. Any proprietary and intellectual property rights in and to the Integrations and Services, including any content thereon, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Vametric’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered (“Content”), are the property of Vametric and/or its licensors and are subject to copyright and other intellectual property rights under applicable laws. You acknowledge and agree that you have no right, license, or authorization with respect to the Integrations or Services or any of the technology underlying the Integrations or Services except as expressly set forth in these Terms. The Services are licensed to you and not sold. Except as expressly stated herein, nothing in these Terms gives you the right to use Content without the Vametric’s prior written consent. For clarity, no part of the Services shall be included in any Outputs. You agree that you will not challenge the validity of any Patent/Patent Pending or Copyright notices related to the Services.

 6.2 Professional Services. Vametric’s templates and processes used for Professional Services are deemed proprietary to Vametric and nothing shall stop Vametric from using the same templates and processes for its other customers.

 6.3 Use Restrictions. You may not and you shall not permit any person, and/or any third party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or Content except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any User limits or other timing or use restrictions that are built into the Services; (c) remove any Content or other proprietary notices, labels, or marks from the Services; (d) frame or mirror any content forming part of the Services; (e) unbundle any component of the Services; or (f) access the Services in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Services.

6.4 Customer Data. As between Vametric and Customer, Customer and its licensors retain all rights, title, and interest in and to all Customer Data and Outputs (subject to Section 3.5.3), including all intellectual property rights therein. You hereby grant Vametric a non-exclusive, non-transferable, irrevocable, sublicensable, worldwide, royalty-free, fully paid-up license for the Subscription period (and for thirty (30) days thereafter) to use and otherwise exploit the Customer Data as reasonably required to provide and improve the Services (including, without limitation, to generate Aggregated Statistics) and meet its obligations under these Terms. For clarity, all Customer Data and Outputs (subject to Section 3.5.3) shall be owned by the Customer and the Customer’s Admin and not the End User.

 6.5 Aggregated Statistics. Vametric may create aggregated and anonymized statistical analytics arising from your interaction with and use of the Services (“Aggregated Statistics”), which shall not include any underlying Customer Data, nor shall they otherwise be capable of referencing back to an identifiable individual. As between Customer and Vametric, Vametric shall own all rights to such Aggregated Statistics free from encumbrance.

6.6 Feedback. If you provide Vametric with any suggestions, comments or other feedback relating to Vametric’s services (collectively, “Feedback”), you hereby grant Vametric a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate Feedback into the Services and/or any other Vametric products or services and waive any moral rights you may have in such Feedback. You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Vametric and shall promptly inform Vametric as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you. You also agree that we are not subject to any confidentiality obligations in respect to any Feedback.

7. Confidentiality

7.1 Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, research, know-how, technology, technical and financial information, product or service designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

 7.2 Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care). Each party shall execute appropriate written agreements with employees and consultants who have a “need-to-know” for the purposes of complying with these Terms.

 7.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.

 7.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

8. Disclaimers and Warranties.

8.1 Warranties. You warrant that: (i) you have the legal power to enter into and accept these Terms; and (ii) you have all rights and licenses necessary to perform your obligations hereunder and grant the licenses contemplated hereunder. Vametric warrants that: (I) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (II) the Services will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in or otherwise originating from Customer or Customer’s Admin or an End User).

 8.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, VAMETRIC PROVIDES THE SERVICES ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES WILL VAMETRIC BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM USE OF OR RELIANCE ON THE SERVICES, OR HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. FOR CLARITY, VAMETRIC DOES NOT WARRANT THAT USE OF OR RELIANCE ON SERVICES WILL GUARANTEE ANY RESULT OR COMPLIANCE WITH ANY REGULATORY OR SECURITY REQUIREMENTS.

 8.1 AI Services. You acknowledge, understand, and agree that you are prohibited from using AI Services in certain prohibited manners, which include, but are not limited to, bypassing filters or otherwise making an AI Service perform unanticipated actions, exposing any information used in an AI Services’ training data, overriding the privacy or security controls in an AI Service, creating or exacerbating biases in an AI Service, or otherwise negatively impacting an AI Services’ safeguards or extracting personal information in the course of using an AI Service.

 8.4 Outputs. AI Services use machine learning models that generate predictions based on patterns in data. Given the probabilistic nature of machine learning, Customers should evaluate the accuracy of any output generated by AI Services arising out of your use of the Services (“Output”) as appropriate for their use case, including by manually reviewing the Output. You shall be solely responsible for all decisions made, advice given, actions taken, and failures to act based on use of or reliance on Outputs. Vametric does not represent or warrant that Outputs: (i) will be accurate or applicable for your desired use; or (ii) will be unique to you.

8,5 Disclaimer. The Services provided by Vametric are intended solely for informational and organizational purposes. Vametric is designed for use by individuals qualified to assess the content uploaded to the Services. Vametric does not provide professional, financial, or legal advice. Users are solely responsible for consulting with qualified professionals, especially regarding any high-risk or regulated fields. Vametric disclaims all liability for decisions made based on information or Outputs.

9. Indemnification 

9.1 Indemnification of Vametric. You shall defend, indemnify and hold Vametric and its subsidiaries, affiliates, officers, agents, and employees (“Vametric Parties”) harmless against any and all claims, actions, allegations, damages, losses, liabilities and expenses (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that Vametric or any related party may sustain as a result of any acts, errors or omissions of Customer or its affiliates, Customer’s Admin, or End Users, including but not limited to: (i) breach of any of the provisions of these Terms, Additional Terms; (ii) negligence or other tortious conduct, or willful misconduct; (iii) breach of a third party’s intellectual property rights or rights under privacy laws; (iv) any violation by you of applicable law or regulation; or (v) claims arising in connection with Customer Data or Third-Party Services (each a “Customer Claim”); provided, that Vametric : (a) promptly gives written notice of each Customer Claim to Customer; (b) gives Customer sole control of the defense and settlement of each Customer Claim (provided that Customer may not settle or defend any Customer Claim unless it unconditionally releases Vametric Parties of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance in respect to each Customer Claim.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential and Related Damages. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL VAMETRIC HAVE LIABILITY TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR ARISING OUT OF THE TERMS OR THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL VAMETRIC BE RESONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OF THE INFORMATION CONTAINED THEREIN. VAMETRIC ASSUMES NO LIABILITY OR RESPONSBILITY FOR ANY (I) ERRORS, MISTAKES, OR INNACURACIES IN THE SERVICES; (II) PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES.

10.2 Limitation of Liability. VAMETRIC’S LIABILITY TO YOU SHALL IN NO EVENT EXCEED THE FEES PAID BY YOU TO VAMETRIC DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

10.3 Certain Damages Not Excluded. NOTWITHSTANDING SECTIONS 10.1 AND 10.2 NO LIMITATION OF LIABILITY SET FORTH IN THESE TERMS SHALL APPLY TO: (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 7; (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) ANY CLAIMS FOR NON-PAYMENT OF FEES; OR (IV) EACH PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 9.

11. General

11.1 Relationship of the Parties. The parties are independent. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor franchisee relationship between the parties hereto.

11.2 No Third-Party Beneficiaries. Except as expressly provided in these Terms in Section 9.4, there are no third-party beneficiaries to these Terms.

11.3 Export Restrictions. The Services and related information are subject to export and import restrictions. By downloading, installing, or using the Services, Customer is representing and warranting that Customer is not located in, under the control of, nor is a national or resident of, any country to which the export of the Services or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. Customer is also representing and warranting that Customer is not an individual to whom the export of the Software or related information would be prohibited by the laws and/or regulations of the United States or Canada. Customer shall comply with the export laws and regulations of the United States and Canada that are applicable to the Services and related information and Customer shall comply with any local laws in Customer’s jurisdiction that may impact Customer’s right to export, import, or use the Services or related information, and Customer represents and warrants that Customer has complied with any such applicable laws or regulations. The Services shall not be used for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. Customer shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Services or related information.

11.4 Governing Law and Jurisdiction.

11.4.1 Vametric Corp. Any claim relating to the Services or these Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services or these Terms will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of Ontario, Canada.

11.4.2 United Nations Convention on Contracts for the International Sale of Goods. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded for Customers Vametric Corp.

11.5 Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, under any circumstances. Notwithstanding the foregoing, Vametric may assign these Terms in their entirety, without your consent, at any time and for any reason. Any attempt by you to assign your rights or obligations under these Terms in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.6 Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.

11.7 No Waiver. No failure or delay by Vametric in exercising any right, power, or remedy under these Terms, except as specifically provided herein, shall operate as a waiver of any such right, power, or remedy.

11.8 Electronic Form. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

11.9 Force Majeure. Neither party shall be responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

11.10 Entire Agreement. These Terms, including our Privacy Policy, any orders for the Solution or other services, external documents referenced herein, and any applicable Additional Terms, constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal, or representation (whether written or oral) concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void.

11.11 Notices. Vametric may give notice to you by means of: (i) a general notice in your Account, effective the following business day after enacting the notice; or (ii) by electronic mail to your e-mail address on record in your Account, effective the following business day. You may give notice to Vametric by e-mail to support@vametric.com, with such notice shall be deemed given the following business day after sending the e-mail. All notices shall be in writing.

11.12 Counterparts. These Terms may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.