WooPOS SERVICE AGREEMENT

THIS SERVICE AGREEMENT (“AGREEMENT“) IS A LEGAL AGREEMENT BETWEEN WOO ECOMMERCE INC. (“WooPOS“) AND THE INDIVIDUAL OR LEGAL ENTITY IDENTIFIED BELOW (“CUSTOMER“). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE AGREEING TO THESE TERMS. BY AGREEING TO THESE TERMS OR USING THE WooPOS PRODUCT, WHICHEVER OCCURS EARLIER, CUSTOMER IS AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1.Subscription to WooPOS Product

Customer hereby agrees to license the WooPOS product(s) (each a “Product”) identified on the web form in the case of a Product trial or in the subscription documentation (i.e., the quote or invoice)(the “Subscription”) exchanged by the parties in conjunction with Customer’s acceptance of this Agreement. The specific Products and the fees payable with respect to such Products are set forth in the Subscription. Each Product may include updates, cloud-based services, support services, applications or documentations, each of which is subject to the terms of this Agreement as applicable. WooPOS may add to, change or discontinue any component of the Products at any time; provided however, that no such change shall materially increase Customer’s obligations or materially decrease Customer’s entitlements under this Agreement. Customer is responsible for all actions taken under its WooPOS account credentials, regardless of whether such actions are taken by Customer, its employees or a third party. WooPOS is not liable for any loss or damage arising from any unauthorized use of Customer’s account.

2.Grant of License

During the Term (as defined below), WooPOS grants Customer a limited, non-exclusive, non-transferable, non- sublicensable, revocable license to use, and, in the case of WooPOS Products that permit additional Users (as set forth in the Product specific terms below), to allow such Users to use, the Products on the terms set forth in this Agreement. Customer agrees that all rights, title and interest in and to all the intellectual property rights in the Products, and all modifications, extensions, scripts and other derivative works of the Products provided or developed by WooPOS are owned exclusively by WooPOS or its licensors. All rights not granted to Customer in this Agreement are reserved by WooPOS.

3.License Restrictions

Customer and any Users shall not (and shall not allow any third party to): (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Products, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Products; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Products; (iv) remove any product identification, copyright or other notices from the Products; (v) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Products in whole or in part, to any third party; (vi) use the Products for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Products to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Products; (viii) use the output or other information generated by the Products for any purpose other than as contemplated by this Agreement; (ix) use the Products for any use other than Customer’s internal business use; (x) use unauthorized modified versions of the Products, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Product; or (xi) use the Products in any way that is contrary to applicable local, state/provincial, federal and foreign laws, including without limitation those relating to privacy, data protection, electronic communications and anti-spam legislation. WooPOS retains all title to, and, except as expressly licensed herein, all rights to the Products, all copies, derivatives and improvements thereof and all related documentation and materials.

4.Cancellation of accounts

WooPOS can cancel or suspend customer’s account at any time if, in WooPOS’s sole discretion, customer have committed a material or persistent breach of these Terms or any other terms applying to customer’s use of the WooPOS Services. Customer are entitled to cancel customer’s account with WooPOS at any time. Customer may cancel customer’s account by following the prompts when customer are logged into customer’s account through the Apps or the Website. If customer cancel customer’s account before the end of customer’s current paid up month or year, customer’s cancellation will take effect immediately and customer will not be entitled to any refund of Fees paid in advance (unless WooPOS agree otherwise). If customer’s account is cancelled: (a) customer’s account will be deactivated or deleted; (b) all of customer’s rights granted under these Terms will immediately come to an end; and (c) all of customer’s data and content may be deleted from WooPOS’s systems immediately. Customer’s content cannot be recovered once customer’s account is cancelled. WooPOS are not liable for any loss or damage following, or as a result of, cancellation of customer’s account, and it is customer’s responsibility to ensure that any content or data which customer require is backed-up or replicated before cancellation.

5.Fees and Payment

Customer shall pay WooPOS the annual and/or monthly fees (“Fees”) specified in the Subscription, in accordance with the timing and currency specified in the Subscription. All payments by Customer to WooPOS under this Agreement are non-refundable, and made via the automatic payment method specified by Customer in the Subscription, or as otherwise agreed by the parties. Customer shall undertake any additional actions reasonably requested by WooPOS to implement the foregoing automated fee payment process. Any amounts past due from Customer under this Agreement shall accrue interest at a rate which is the lesser of two percent (2%) per month or, if less, the maximum rate allowable by law. Any applicable federal, state, provincial, or other goods and services or sales taxes will be added to fees owing pursuant to this Agreement. WooPOS may at any time during any Renewal Term increase fees to the then-current list price upon 30 days’ prior notice.

6.Confidential Information

WooPOS and Customer (and its Users) shall each retain in confidence all information received from the other party pursuant to or in connection with this Agreement that the disclosing party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information“), and will make no use of such Confidential Information except as necessary to fulfill their respective obligations under the terms and during the term of this Agreement. Each party shall treat the terms and conditions of this Agreement as confidential; however, either party may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of that party’s business. Notwithstanding the foregoing, the restrictions set forth above will not apply to (i) information previously known to the receiving party without reference to the disclosing party’s Confidential Information, (ii) information which is or becomes publicly known through no wrongful act of the receiving party, (iii) information that is independently developed by either of the parties, or (iv) information required to be disclosed pursuant to applicable law. The foregoing shall also not prevent WooPOS from using Customer data on an aggregate, anonymized basis.

7.Customer’s Representations and Indemnification

Customer represents and warrants that currently and throughout the Term (i) it is fully authorized to enter into this Agreement and that Customer and any Users are fully authorized to utilize the Products, (ii) Customer and any Users are and will remain in compliance with all applicable laws and regulations with respect to its and their activities related to this Agreement, including but not limited to privacy laws; and (iii) if Customer or any of its Users imports lists into the Products for the purpose of sending electronic communications (e.g., emails, texts) to such list, or otherwise collects electronic addresses for the purpose of sending electronics messages, then Customer warrants that each person on such list has previously opted-in to receive promotional electronic communications from Customer and that the content of such communications by Customer will comply with applicable laws and regulations. Customer shall indemnify, defend and hold harmless WooPOS and its officers, employees, agents and affiliates from and against all losses, expenses, liabilities, damages and costs including, without limitation, reasonable attorneys’ fees (collectively “Costs“), to the extent that such Costs are attributable to any breach by Customer or any User, employee, independent contractor, or affiliate thereof, of any representations, warranties or other obligations set forth in this Agreement. Customer and each of its Users agree to comply with all WooPOS policies and all laws, rules and regulations relating to the use of the Products. Any violation of this section may result in loss of features, up to and including termination of Customer’s account. Customer will indemnify WooPOS for any costs, fines or damages incurred by WooPOS due to Customer’s or its User’s failure to comply with this section.

8.Privacy

In order to use the Services, all Users will need to submit certain personal information such as their email address, name, address, telephone number. Users may be asked to submit further information from time to time. The personal information that Users provide will only be used in connection with the Services offered by WooPOS , to communicate with Users in relation to the Services or to co-operate with any government, industry or regulatory authorities. WooPOS reserves the right to use data (on an anonymous basis) in relation to Users’ use of the Services for marketing purposes. WooPOS does not sell customer’s Information or unique identifiers to any third party. Customer agree to allow WooPOS to use and share with third parties non-personaldata to build anonymous data profiles, provide segmented marketing information, create aggregate statistical reports, and to improve current and new products and services.

9.Submissions

Customer agrees that any materials that it provides to WooPOS, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information regarding WooPOS or the Products, whether such materials are provided in email, feedback forms, or any other format, shall belong exclusively to WooPOS, without any requirement to acknowledge or compensate Customer.

10.Third Party Services

Customer may decide to enable, access or use any Third Party Services (as defined below). Customer agrees that access and use of such Third Party Services shall be governed solely by the terms and conditions of such Third Party Services, and that WooPOS is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle data (including Customer’s data) or any interaction between Customer and the provider of such Third Party Services, regardless of whether or not such Third Party Services are provided by a third party that is a member of a WooPOS partner program or otherwise designated by WooPOS as “certified”, or “approved” by WooPOS. Any use by Customer of Third Party Services shall be solely between Customer and the applicable third party provider. Customer irrevocably waives any claim against WooPOS with respect to such Third Party Services. WooPOS is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s enablement, access or use of any such Third Party Services, or Customer’s reliance on the privacy practices, data security processes or other policies of such Third Party Services. “Third Party Services” means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which one or more Products link to, or which Customer may connect to or enable in conjunction with one or more Products.

11.Maintenance activities

It may be necessary for WooPOS to perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the Product, which may temporarily degrade the quality of the services or result in a partial or complete outage of the Product. WooPOS will endeavor to carry out such repairs or maintenance during times that will cause the least disruptions to Customer’s business. Customer shall cooperate, if necessary, to perform maintenance or repair work.

12.Termination and Suspension

12.1.Termination for Breach. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by giving the breaching party written notice specifying the nature of the breach in reasonable detail and the non-breaching party’s intention to terminate (a “Termination Notice“). If the breach has not been cured within the period ending thirty (30) days following delivery of the Termination Notice, then this Agreement shall automatically terminate. Notwithstanding the foregoing, if Customer is in breach of any material provisions of this Agreement, including the license restrictions of Section 3, the payment terms of Section 5, or the confidentiality restrictions of Section 6, then WooPOS may immediately suspend or terminate Customer’s use of the Products. Any such suspension shall not relieve Customer of any of its obligations under this Agreement or entitle Customer to any refund of payments previously made.

12.2.Suspension. WooPOS may suspend Customer’s access to the Products immediately without notice if WooPOS, in its sole discretion, believes: (1) such suspension is required by law; (2) Customer has breached this Agreement and has not remedied such breach within 15 days of receiving notice of the alleged breach from WooPOS; or (3) there is a security or privacy risk to Customer. Any suspension of Customer’s access to the Products will not limit or waive WooPOS’s rights to terminate this Agreement or Customer’s access to the Products.

12.3.Effect of Termination. Upon termination of this Agreement, Customer shall discontinue its use of the Product(s). Notwithstanding the foregoing, termination of this Agreement by WooPOS shall not limit Customer’s obligation to pay all of the applicable fees, nor restrict WooPOS from pursuing any other remedies available to it, including injunctive relief. Sections 3, 5, 6, 7, 9-14, and 16-19 shall survive termination of this Agreement, along with any other provisions that are intended by their terms to survive.

12.4.Customer Data. Customer understands and agrees that WooPOS has no control over the content of the data processed by WooPOS on Customer’s behalf. Customer is responsible for taking its own steps to maintain appropriate security, protection and back-up of its data and software, including the use of appropriate back-up and archiving. Customer remains responsible for properly handling and processing notices regarding personal data Customer’s clients. Customer understands and agrees that WooPOS is not responsible for any loss or corruption of Customer data or other software. Customer agrees that following termination of Customer’s account and/or use of the Product, WooPOS may immediately deactivate Customer’s account and delete Customer data. Customer further agrees that WooPOS shall not be liable to Customer nor to any third party for any termination of Customer access to the Product or deletion of Customer data.

13.Limitation of Liability

To the maximum extent permitted by law, WooPOS shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible losses (even if WooPOS has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service (in whole or in part) or any technical malfunctions; (b) the cost of procurement of substitute goods and services; (c) unauthorised access to, or alteration of, customer’s communications or data; (d) statements or conduct of any third party regarding the WooPOS Services; or (e) any other matter relating to the WooPOS Services. In any case, WooPOS maximum aggregate liability under or in connection with these Terms or customer’s use of the WooPOS Services is limited to the amount of Fees paid by customer in the past 12 months.

14.Disclaimer of Warranties

The WooPOS Services are provided on an “as is” and “as available” basis, and customer’s use of them is at customer’s sole risk. WooPOS will try to promptly address (during normal business hours) all technical issues that arise in connection with the WooPOS Services. WooPOS do not warrant that: (a) the WooPOS Services will meet customer’s specific requirements; (b) the WooPOS Services will be uninterrupted, timely, secure, or error-free; (c) the WooPOS Services will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by customer through the WooPOS Services will meet customer’s expectations; or (e) any errors in the WooPOS Services will be corrected. Customer acknowledge that WooPOS may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the WooPOS Services. The acts and omissions of those third party suppliers may be outside of WooPOS’s control, and WooPOS does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier. On behalf of itself and such third party suppliers, WooPOS excludes any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law.

15.Assignment and Contractors

Customer may not assign any of its rights or obligations under this Agreement without WooPOS’s prior written consent. WooPOS may, without Customer’s prior consent, assign its rights and obligations under this Agreement. Subject to the foregoing, the provisions of this Agreement shall be binding on and inure to the benefit not only of the parties hereto but also to their successors and assigns. WooPOS shall be free to perform all or any part of this Agreement through one or more subcontractors.

16.Governing Law

This Agreement will be construed and interpreted in accordance with the laws of the Province of British Columbia and the parties hereto hereby irrevocably attorn to the jurisdiction of the Courts of the Province of British Columbia for the purposes of any legal or equitable suit, action or proceeding relating to this Agreement.

18.Severability, Force Majeure, Entire Agreement, Amendment

If one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected. Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment obligations) by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. WooPOS may amend this Agreement at any time upon reasonable prior notice. Any terms or conditions appearing on the face or reverse side of any purchase order, acknowledgment, or confirmation that are different from or in addition to those set forth in this Agreement shall not be binding on the parties, even if signed and returned, unless expressly stated that such other terms and conditions take precedence over conflicting terms of this Agreement.

19.Miscellaneous

Customer has reviewed, understood and accepted the terms and conditions set forth in this Agreement and has either consulted with legal counsel prior to executing this Agreement or has knowingly forgone its right to consult with legal counsel prior to such execution. WooPOS may provide any and all notices, statements and other communications to Customer through either Email, posting on its Site, or by mail or express delivery service.