CALLIFLOWER ACCOUNT – TERMS OF SERVICE

IMPORTANT-READ CAREFULLY: YOUR USE OF THE CALLIFLOWER SERVICES AND ASSOCIATED SOFTWARE (THE “SERVICES”) IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.

1. You must agree to these Terms of Service in order to use the Calliflower Service
The following Terms of Service (“TOS”) are between you and iotum Inc. (“ “we” or “us”) and constitute a legal agreement that governs your use of your Calliflower account and service (collectively, the “Service”). “You” refers to the individual who registered and/or provided us his or her credit card or other payment mechanism for the Services or, if an individual is purchasing the Services on behalf of an entity authorized to purchase the Services on behalf of such entity, then “You” refers to such entity. These TOS govern your use of the Service, which you access by signing in with an email address, a screen name or other credential (each, a “Screen Name”) issued by us. You can agree to these TOS by: a) registering a Screen Name with us and using the Service, or b) clicking a box that indicates you agree to the Service, where such a box is made available to you. You must be at least 13 years of age and legally competent to agree to these TOS. If you do not agree to any of the following terms, please do not use the Service. You should print or otherwise save a copy of these TOS for your records. “iotum” as used herein means iotum Inc., located at 6 Gurdwara Road, Suite 205 Ottawa, ON CANADA K2E 8A3.

Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

2. Changes to these Terms of Service
We may update or change these TOS at any time and recommend that you review the TOS on a regular basis. You understand and agree that your continued use of the Service after the TOS has changed constitutes your acceptance of the TOS as revised. Without limiting the foregoing, if we make a change to the TOS that materially impacts your use of the Service, We may provide prior notice of any such change in our sole discretion.

3. Registration and Payment
Upon completing the registration information for your Calliflower account, you may select or we will assign to you a Screen Name and you will be required to select a password. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your Calliflower account and Screen Name. You agree that all information you provide to us during the registration process will be complete and accurate information. You shall keep this information up to date while using the Service.

You agree that we may charge to Your credit card or other payment mechanism selected by You all amounts due and owing for the Services, We may change prices at any time without prior notice. You agree that in the event that we are unable to collect the fees owed to us for the Services, we may take other steps as we deem necessary to collect such fees and that You will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, court costs and fees of legal counsel. The charge will appear on your credit cards as “iotum”.

4. Content and Your Use of the Service
“Content” means any information that may be generated or encountered through use of the Service, such as data files, written text, software, music, graphics, photographs, images, sounds, videos, messages and any other like materials. You understand that all Content whether publicly posted or privately transmitted on the Service is the sole responsibility of the person from whom such Content originated. This means that you, and not us, are solely responsible for any Content you upload, download, post, transmit, store or otherwise make available through your use of the Service. You understand that by using the Service you may encounter Content that you may find offensive, indecent, or objectionable, and that you may expose others to Content that they may find objectionable. We do not control the Content posted via the Service, nor do we guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk.

You may use the Service for lawful purposes only. You agree that you will NOT use the Service to submit or transmit any Content, or otherwise engage in any conduct that:
a. is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, invasive of another’s privacy, hateful, or racially or ethnically offensive, or otherwise objectionable;
b. impersonates or misrepresents yourself as another person, business or entity, including We and its employees and agents;
c. violates or infringes the rights of others including patent, trade secret, copyright, trademark, publicity, or other proprietary right;
d. posts, sends, transmits or otherwise makes available, directly or indirectly, any unsolicited bulk communications (including email and instant messages), advertising, promotional materials, or junk mail, or harvests information about our users to be used for the same purpose;
e. contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware;
f. interferes with or disrupts the normal operations of the Services, or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service, (including any unauthorized access to, use or monitoring of data, traffic, or equipment thereon) or could damage, disable, overburden, impair or otherwise impair or disrupt the websites, Services or any network or networks connected to the Services;
g. is unsolicited commercial email in violation of applicable law;
h. violates these TOS; or
i. violates any applicable export control laws.

5. Changes to the Service
We reserve the right to modify or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. You agree that we shall not be liable to you or any third party for any interruption, modification or cessation of the Service. We may also impose certain operating guidelines or limitations upon use of the Service and reserves the right to institute or modify such limitations upon use at any time.

6. Our Privacy Policy
You understand that by using the Service, you consent and agree to the collection and use of certain information about you and your use of the Service in accordance with our Privacy Policy. For more information please read our full privacy policy at http://www.calliflower.com/privacy.html You further understand and agree that this information may be transferred to Canada and/or the United States and/or other countries for storage, processing and use by us and/or our affiliates and that this information will be protected in accordance with Canadian laws respecting privacy.

7. Software
You acknowledge and agree that we and/or our licensors own all legal right, title and interest in and to the Service, and any software provided to you as a part of and/or in connection with the Service (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including the Software, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws.

8. Termination
We may at any time, without cause and/or prior notice, immediately terminate or suspend your Screen Name and access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the TOS or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) unexpected technical or security issues or problems; (g) your participation in fraudulent or illegal activities; or (h) where your account has been deactivated for inactivity as set forth above. Any such termination or suspension shall be made by us in our sole discretion. Upon termination of your account you lose all access to the Service, any data stored thereon, and your Screen Name. We will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

You may terminate your account at any time by doing so online at calliflower.com. Our then current policy for terminations will be applicable, which may include a refund of any fees charged for any full months left in any then-current period.

9. Disclaimer of Warranties
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, WE AND OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

10. Limitation of Liability
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (IV) ANY OTHER MATTER RELATING TO THE SERVICE.

11. Indemnity
You agree to defend, indemnify and hold us, our affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of these TOS; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these TOS and/or your use of the Service.

12. Additional Obligations or Terms of Use
Particular components or features of the Service provided by us and/or our licensors, may be subject to separate software or other license agreements or terms of use. You must read, accept, and agree to be bound by any such separate agreement as a condition of using the Service and any particular components or features of the Service.

13. No Unauthorised Commercial Use of Service
Other than using the Serivce for conferences or meeting in which You are an active participant, and as permitted under the terms and conditions of these TOS, the Services may be used for internal business purposes only. You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose, use on a timeshare or service bureau basis, or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.

14. Links and Third Party Materials
Certain Content, components or features of the Service may include materials from third parties and/or hyperlinks to other web sites, resources or Content. Because We may have no control over such third party sites and/or materials, you acknowledge and agree that We are not responsible for the availability of such sites or resources, and do not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any Content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that We shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Content, advertising, products or materials on or available from such sites or resources.

15. Trademark Information
iotum, Calliflower, the Calliflower logo, and other iotum trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of iotum Inc. in Canada and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.

16. Notices
We may provide you with notices regarding the Service, including changes to these TOS, by email to your registered email address, by regular mail, or by postings on our website and/or the Service.

17. Governing Law
Your use of the Service and these TOS shall be governed by the laws of the Province of Ontario, Canada, excluding its conflicts of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the province of Ontario, Canada, to resolve any dispute or claim arising from your use of the Service or these TOS. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

18. General
These TOS and any supplemental terms, policies, rules or guidelines posted on the Service constitute the entire agreement between you and us, govern your use of the Service and completely replace any prior agreements between you and us in relation to the Service. If any part of these TOS is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of iotum Inc. to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these TOS, there shall be no third-party beneficiaries to this agreement. Nothing in these TOS shall be construed to convey to you any interest, title, or license in a Screen Name. Any translation of these TOS is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these TOS shall govern. You agree that any claim or cause of action arising out of or related to these TOS or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred.