TERMS AND CONDITIONS

THIS IS A LEGAL AGREEMENT BETWEEN ILLUMINATE DATA SCIENCE INC. ("CANNAMETRICS") AND YOU. THIS AGREEMENT GOVERNS YOUR USE OF THE APP. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS (THE “AGREEMENT”), THEN YOU ARE NOT AUTHORIZED TO USE THE APP. YOUR USE OF THE APP CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THIS AGREEMENT. THE PERSON AGREEING TO THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE / SHE IS AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE PERSON, ENTITY, OR ORGANIZATION USING THE APP.

AGREEMENT:

In consideration of the mutual covenants and agreements set out in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Cannametrics and You agree as follows:

  1. Definitions. Unless the context requires otherwise, capitalized terms in this Agreement have the following meanings:
    1. "Agreement" means the entire agreement between Cannametrics and You about the App that includes this Agreement, and incorporates the Privacy Policy located at www.cannametrics.io/privacy-policy
    2. “App” means: i) Cannametrics’s software application currently described as “Cannametrics”, including any updates, software, content, upgrades, patches, technology, material, modifications, bug fixes, enhancements, data, features, related website, related technologies, and contents, as it may be added or removed by Cannametrics from time to time and including all written information, documentation, and materials made available to You in respect of same
    3. "Intellectual Property" means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.
    4. "Intellectual Property Rights" means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property.
    5. “Personal Data” means any information relating to an identified or identifiable natural person that You input to the App or that You directly or indirectly make available to the App. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
    6. "You" or "Your" means the party entering into this Agreement with Cannametrics and includes the person, entity, or organization having control of the use of the App and any successor of same.
  2. Legal Use. You represent and warrant to Cannametrics that You are legally permitted to use the App in your jurisdiction.
  3. Use and License. You will:
    1. use the App only for Your own personal purposes and not for any business operations;
    2. not use the App as a service for any third party.
    3. not reproduce, create derivative works from, reverse engineer, translate, rearrange, decompile, disassemble, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the App or the App’s Intellectual Property, in whole or in part, except as expressly provided by this Agreement;
    4. not download or use the App if Your download, installation or use of the App is prohibited under any applicable laws;
    5. not attempt to gain unauthorized access to the App;
    6. not collect, use, or disclose any Personal Data in connection with the App, unless you have obtained all necessary consents under all Applicable Law to do so;
    7. only input Personal Data into the App that You hereby consent to be disclosed to third-parties for the provision of the App, such as cannabis growers and retailers, at the reasonable discretion of Cannametrics;
    8. not use the App to engage in any deceptive, misleading, illegal or unethical marketing activities or activities that otherwise may be detrimental to Cannametrics;
    9. comply with all applicable laws;
    10. be solely responsible for all of Your use of the App (You acknowledge and agree that Cannametrics is not be liable for any loss or damage arising from unauthorized access to, or use of, the App from Your account);
    11. not upload to, or store within, the App (and Personal Data will not contain) any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;
    12. not use the App to store or transmit any viruses, trojan horses, worms, time bombs, cancel bots, or other computer programming routines or code that may detrimentally interfere with the App or any data or Personal Data maintained by Cannametrics; and
    13. be solely responsible for all hardware devices needed to access or use the App and internet access to such devices.
  4. Support. Cannametrics may, but is not obligated to, provide You with:
    1. reasonable telephone, web-based, or e-mail technical support; and
    2. product upgrades, enhancements, support or remedies for errors, defects or deficiencies.
  5. Use of Your Data. You grant to Cannametrics an irrevocable, non-exclusive, royalty-free right to access, process, retain, and disclose Your Personal Data to (a) provide the App to You; (b) improve the features or functionality of the App; (c) communicate with You; (d) comply with any applicable laws, court order, or government request; (e) enforce this Agreement in the event You submit any questions or requests to Cannametrics; and (f) to protect the security or integrity of the App.
  6. INDEMNIFICATION. You will defend, indemnify, and hold Cannametrics and its directors, officers, employees, contractors, subsidiaries, 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 Your use of the App has harmed a third party or infringes upon the privacy rights of a third party or does not comply with applicable local, state, provincial, federal and foreign laws, provided You are notified in writing by Cannametrics as soon as reasonably practicable as to any such claim. Cannametrics will provide You reasonable information, cooperation and assistance in defending any such claim, at Your cost.
  7. DISCLAIMER OF WARRANTIES. THE APP IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANNAMETRICS AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE APP, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE APP, WHETHER MADE BY EMPLOYEES OF CANNAMETRICS OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, WILL NOT BE DEEMED TO BE A WARRANTY BY CANNAMETRICS FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF CANNAMETRICS WHATSOEVER.
  8. LIMITATION OF LIABILITY. IN NO EVENT WILL CANNAMETRICS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER WHETHER BY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING LOSS OF REVENUE, LOST OR LEAKED DATA, CRIMINAL SANCTIONS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA. THE AGGREGATE LIABILITY OF CANNAMETRICS IN RESPECT OF ANY AND ALL CLAIMS, INCLUDING THOSE RESPECTING THE APP, YOUR PERSONAL DATA, AND THIS AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE LESSER OF ONE HUNDRED ($100) CANADIAN DOLLARS OR THE LOWEST AMOUNT THAT A PARTY MAY LIMIT ITS LIABILITY PURSUANT TO APPLICABLE LAW.
  9. Outage Policy. You acknowledge and understand that Cannametrics does not warrant that the App will be uninterrupted or error free and that Cannametrics may occasionally experience disruption due to internet disruptions or disruptions that are not within Cannametrics’s control.
  10. Ownership of IP. All Intellectual Property Rights in the App or made available or disclosed to You in the provision of the App are and will remain the sole and exclusive property of Cannametrics and, except for the limited license to use the App as set out in this Agreement, no right, title, or interest in any Intellectual Property is granted to You. Cannametrics owns all rights, title, and interest, including all Intellectual Property Rights, in and to any improvements to the App or any new programs, upgrades, modifications or enhancements, even when such refinements and improvements result from Your data, requests, or comments. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in Cannametrics by virtue of this Agreement or otherwise, You hereby transfer and assign to Cannametrics all rights, title, and interest which You may have to such refinements and improvements.
  11. Term and Termination. The term of this Agreement starts on the date your download or use the App (which ever is first) and continues until Your delete the App and completely cease using the App. Either party may terminate this Agreement for cause immediately upon a breach of this Agreement by the other party. Upon Your request, provided such request is made within 30 days of the date of termination of this Agreement, Cannametrics will make available a CSV extract of Your data entered into the App, that is in Cannametrics’s possession or control and at the end of that period, Cannametrics will have no obligation to maintain or provide Your data, and Cannametrics may, at its option, delete or destroy all copies of Your data in its possession or control.
  12. Changes. Cannametrics reserves the right to modify this Agreement at any time, which modified Agreement will supersede prior versions. Unless otherwise provided, any modifications to the Agreement will be effective fourteen (14) days after You have been notified of such modified Agreement or they have been published, whichever occurs first. Your continued use of the App will be deemed acceptance of the new or modified Agreement.
  13. Miscellaneous and Interpretation.
    1. Proper Law. This Agreement will 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.
    2. Survival. Sections 5,6,7,8,10, and this subsection, this Agreement survive any expiration or termination of this Agreement.
    3. Headings. The headings used in the Agreement are for convenience and reference only and will not affect the construction or interpretation of this Agreement.
    4. Assignment. This Agreement may not be transferred or assigned by You without the prior written consent of Cannametrics, which may be unreasonably withheld or delayed. Cannametrics may assign all or any part of this Agreement, without notice to You or Your consent.
    5. Notice. Any notice or communication pursuant to this Agreement will be in writing and either personally delivered, sent by postal service or courier, or, sent by e-mail or other electronic means. All notices will be in English and will be effective upon actual receipt, except for notices sent by e-mail or other electronic means, which will be deemed to have been received the day after such notices are sent. Unless otherwise requested, all notices to Cannametrics will be sent to the attention of "Legal" and may be sent to [email protected]
    6. Force Majeure. Cannametrics is not liable for any cessation, interruption or delay in its performance of obligations due to causes beyond its reasonable control.
    7. Waiver. Any waiver by Cannametrics is not a waiver of any succeeding breach of the same or any other provision.
    8. Relationship. The Agreement will not be construed as creating any partnership, joint venture, or agency among the parties and no party will be deemed to be the legal representative of any other party for the purposes of the Agreement. No party will have and will not represent itself as having, any authority to act for, to undertake any obligation on behalf of any other party, except as expressly provided in the Agreement.
    9. Gender, Plural and Singular. In the Agreement, unless the context otherwise requires, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa, "or" is not exclusive" and "including" is not limiting, whether or not such non-limiting language (such as "without limitation" or "but not limited to") is used with reference to it, and modifications to the provisions of the Agreement may be made accordingly as the context requires.
    10. 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.
    11. U.N. Convention. The parties agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement and will not apply to any purchase order issued in connection herewith.

EFFECTIVE: 24.04.2019