%3Ch5%3ESTANDARD TERMS AND CONDITIONS FOR SOFTWARE AND SERVICES%3C/h5%3E %3Cp%3EThese terms and conditions (“Agreement”) shall govern the provision of products and services to you by MAJiK Systems Inc. (“MAJiK”), together with the terms of an agreed upon Quote (as defined below). BY USING THE SOFTWARE AND/OR SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this Agreement, please contact us at support@majik.io%3C/p%3E %3Cp%3EDefinitions%3C/p%3E %3Cp%3E“Access Information” has the definition as set forth in Section 2.3 below.%3C/p%3E %3Cp%3E“Customized Services” shall mean the services to be provided by MAJiK that are specific to and/or customized for you, as set forth in the Quote (which may include customized UI development, implementation, installation and set-up of the Software), and performed in accordance with this Agreement.%3C/p%3E %3Cp%3E“Deliverables” means any material to be delivered to you by MAJiK under this Agreement in the course of, or as a result of, performing the Services, unless such material is specifically identified in the Quote as not being a Deliverable.%3C/p%3E %3Cp%3E“Equipment” means your specific equipment to be monitored by, or otherwise used in conjunction with, the Software.%3C/p%3E %3Cp%3E"Location” means the location, if any, set forth in the Quote; where no location is specified, the location is deemed to be the location where the Equipment is located at the time that the Quote is executed.%3C/p%3E %3Cp%3E“Quote” means the quote to which this Agreement is attached, which forms an integral part of this Agreement.%3C/p%3E %3Cp%3E“Services” means the services as defined in Section 2.1 below.%3C/p%3E %3Cp%3E“Software” means the software set forth in the Quote (including MAJiK’s Operations Management Tools and other systems monitoring software), and any copies or modifications thereto or thereof, in whole or in part, together with all documentation associated with such software provided to you by MAJiK.%3C/p%3E %3Cp%3E“Updates” means software releases from MAJiK, identified by MAJiK as updates, which supplement a version of Software that you have in your possession and that may correct defects, bugs or programming errors in such version of Software or provide minor increases in functionality for such version of Software.%3C/p%3E %3Cp%3E“Upgrades” means software releases from MAJiK, identified by MAJiK as upgrades, which replace a version of Software that you have in your possession with a newer version of such Software.%3C/p%3E %3Cp%3E“User” means a user of the Software, including any employees or contractors acting within the scope of their employment with you, using the Software in the regular course of your business, and not for the purposes of development or further distribution of the Software, including without limitation by resale or sublicensing.%3C/p%3E %3Cp%3E“You” or “you” means the entity executing the Quote and/or otherwise agreeing to the terms of this Agreement.%3C/p%3E %3Cp%3EThe Services%3C/p%3E %3Cp%3EMAJiK will provide you, through the Software, with ability to capture and collect live data from the Equipment described in the Quote, enabling you to track performance from a web browser or a mobile application, as described in the Quote (the “Services”). The Services are provided subject to the terms and conditions of this Agreement.%3C/p%3E %3Cp%3EIn order to use the Services, you must:%3C/p%3E %3Cp%3Eprovide up-to-date, complete and accurate registration information as requested by MAJiK, which may include your name, mailing address, phone number and email address;%3C/p%3E %3Cp%3Ewhere paying by credit card, provide up-to-date, complete and accurate credit card information for a credit card that is valid and legally registered to you or your authorized representative; and%3C/p%3E %3Cp%3Ebe at all times in compliance with the terms and conditions of this Agreement and applicable law.%3C/p%3E %3Cp%3EYouspecifically agree that MAJiK may rely on the accuracy of the information provided by you to MAJiK, and that MAJiK will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to MAJiK.%3C/p%3E %3Cp%3EMAJiK will provide you with certain information to allow you to use the Services, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”) for Users. The Access Information is provided on the understanding that it is personal to you and your Users; you will not permit anyone other than your authorized Users to obtain access to the Services using the Access Information. MAJiK is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.%3C/p%3E %3Cp%3EMAJiK reserves the right to change, limit, suspend or discontinue the Services at any time, including the availability of any feature or content or User access, without liability, provided that MAJiK will make reasonable efforts to minimize the effect of such changes, suspension, limitations or discontinuance on your use of the Services except where they are required due to your acts or omissions, or due to legal, governmental or technical issues outside of MAJiK’s reasonable control.Where feasible, MAJiK will provide you with reasonable advance notice of such changes, suspension, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that MAJiK shall have no liability whatsoever for its failure to provide such notice to you.%3C/p%3E %3Cp%3EYou acknowledge and agree that an integral part of the Services entails the collection of information and data from your Equipment, and the processing of such information and data by MAJiK.Nothing herein transfers any ownership of such information and data to MAJiK; however, you grant MAJiK a license to use such information and data solely to provide you with the Services. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ALL RELEVANT PERMISSIONS FOR MAJIK TO COLLECT SUCH INFORMATION AND DATA, WHERE SUCH INFORMATION AND DATA IS OWNED BY, OR OTHERWISE RELEVANT TO, ANY THIRD PARTIES. MAJIK WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY ANY THIRD PARTY WHOSE INFORMATION AND DATA ARE COLLECTED IN YOUR USE OF THE SERVICES, WHETHER RELATED TO CONFIDENTIALITY, PRIVACY OR OTHERWISE, IN RELATION TO MAJIK’S USE OF SUCH INFORMATION TO PROVIDE THE SERVICES, AND YOU AGREE TO INDEMNIFY, DEFEND AND HOLD MAJIK HARMLESS AGAINST ANY SUCH CLAIMS.%3C/p%3E %3Cp%3EYou agree that:%3C/p%3E %3Cp%3E(a) The Software and Services will be used only by Users with the specific Equipment and in the specific Locations agreed upon in the Quote;%3C/p%3E %3Cp%3E(b) You will not permit anyone other than authorized Users to obtain access to the Services through your Access Information, and will only use the Software, Services, Deliverables and Customized Services in accordance with this Agreement and applicable law;%3C/p%3E %3Cp%3E(c) You will ensure that all your employees and contractors that use the Services and have access to the Software comply with the terms and conditions of this Agreement, and you shall be vicariously liable for the acts or omissions of such employees and contractors with respect to the Services and Software;%3C/p%3E %3Cp%3E(d) You will not use the Services to provide commercial services to, or for the benefit of, any third party, including by reselling, remarketing, transferring or time-sharing the Services or receiving any charge or other benefit for the use of the Services;%3C/p%3E %3Cp%3E(e) You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including MAJiK and other users of the Services;%3C/p%3E %3Cp%3E(f) You will not in any way use the Services to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s rights%3C/p%3E %3Cp%3E(g) You will not interfere with or in any manner compromise any of MAJiK’ security measures;%3C/p%3E %3Cp%3E(h) You will cooperate with MAJiK and provide information requested by MAJiK to assist MAJiK and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.%3C/p%3E %3Cp%3E2.7 - You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all Equipment, software and services used in conjunction with using the Software and Services (except for MAJiK’s computer systems and networks), including without limitation your internal network infrastructure and selection of Internet Service Providers.%3C/p%3E %3Cp%3E2.8 - You acknowledge and agree that MAJiK cannot guarantee data integrity, and that it is solely your responsibility to back up any of your information and data that you use in conjunction with the Services%3C/p%3E %3Cp%3E2.9 - You acknowledge and agree that MAJiK will exercise no control over your use of the Services, and that you are solely responsible for any Equipment used in conjunction with the Services and for any information or data communicated through the Services. Notwithstanding the foregoing, MAJiK reserves the right to review any material stored in files or programs on MAJiK’s servers, and has the right to edit or remove any material that, in its sole discretion, believes may be unlawful or otherwise objectionable. MAJiK reserves the right to revoke service for any fraudulent use of the Services and to cease the Services, temporarily or permanently, in the event that your use of the Services or the provision of the Services constitutes, in MAJiK’s reasonable judgment, a threat to MAJiK’s or any third party’s computer systems, networks, files, mat