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These Expression 2.0 Terms of Software (this “Agreement”) is a legal agreement between you and Backbone Technology Inc. (“Backbone”) for the use of the Expression 2.0 (all versions) software (the “Software”). BY DOWNLOADING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO THE CUSTOMER AGREEMENT AND TO BE BOUND BY THE TERMS OF SOFTWARE.

1. Definitions
a) “Account” refers to your account with Backbone for the registration and use of the Software.
b) “Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.
c) “Customer Data” means any content or data (in any form) you collect, process or store using the Software.
d) “Documentation” means any accompanying documentation made available to You by Backbone for use with the Software, including any documentation available online.
e) “Property” means any web page, app, or other property under Your control that utilizes the Software.
f) “Third Party” means any third party (i) to which You provide access to Your Account or (ii) for which You use the Software to collect information on the third party's behalf.
g) “Visitors” means visitors to Your Properties.
h) “You” and “Your” refer to the individual, company, partnership, trust or entity, whether by an employee, consultant or agent thereof, as the case may be, that accepts the terms and conditions of this Agreement.
The words “include” and “including” mean “including but not limited to.”

2. Account, Password, and Security
To register for the Software, You must complete the registration process by providing Backbone with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. You will protect Your password(s) and take full responsibility for Your own, and third party, use of Your Account. You are solely responsible for any and all activities that occur under Your Account. You will notify Backbone immediately upon learning of any unauthorized use of Your Account or any other breach of security. Backbone’s support staff may, from time to time, log in to the Software under Your customer password in order to maintain or improve software, including to provide You assistance with technical or billing issues.

3. Restrictions
You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Documentation or the Software; (iv) remove any proprietary notices or labels on the Software or placed by the Software; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Software or the Software. You will comply with all applicable laws and regulations in Your use of and access to the Documentation and the Software.

4. Confidentiality
Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.

5. Information Rights and Publicity
Backbone may retain and use, subject to the terms of its privacy policy (located at https://www.backbonetechnology.com/●), information collected in Your use of the Software. Backbone will not share Your Customer Data or any Third Party’s Customer Data with any third parties unless Backbone (i) has Your consent for any Customer Data or any Third Party’s consent for the Third Party’s Customer Data; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Customer Data is reasonably necessary to protect the rights, property or safety of Backbone, its users or the public; or (iii) provides Customer Data in certain limited circumstances to third parties to carry out tasks on Backbone's behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by Backbone. When this is done, it is subject to agreements that oblige those parties to process Customer Data only on Backbone’s instructions and in compliance with this Agreement and appropriate confidentiality and security measures.

6. Privacy
You will not and will not assist or permit any third party to, pass information to Backbone that Backbone could use or recognize as personally identifiable information. You will comply with all applicable laws, policies, and regulations relating to the collection of information from Visitors. You will use commercially reasonable efforts to ensure that a Visitor is provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies or other information on the Visitor’s device where such activity occurs in connection with the Software and where providing such information and obtaining such consent is required by law. You must not circumvent any privacy features (e.g. an opt-out) that are part of the Software.

7. Indemnification
To the extent permitted by applicable law, You will indemnify, hold harmless and defend Backbone, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against Backbone or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable legal fees and other litigation expenses) incurred by Backbone or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement; (ii) Your use of the Software; (iii) Your violations of applicable laws, rules or regulations in connection with the Software; (iv) any representations and warranties made by You concerning any aspect of the Software to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Software; (vi) violations of Your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Software. Backbone will provide You with written notice of any claim, suit or action from which You must indemnify Backbone. You will cooperate as fully as reasonably required in the defense of any claim. Backbone reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

8. Third Parties
If You use the Software on behalf of the Third Party or a Third Party otherwise uses the Software through Your Account, whether or not You are authorized by Backbone to do so, then You represent and warrant that (i) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement; (ii) Backbone may share with the Third Party any Customer Data that is specific to the Third Party's Properties; and (iii) You will not disclose Third Party’s Customer Data to any other party without the Third Party’s consent.

9. DISCLAIMER OF WARRANTIES
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. BACKBONE MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED.

10. LIMITATION OF LIABILITY
YOU ASSUME ALL RISK ASSOCIATED WITH THE INSTALLATION AND USE OF THE SOFTWARE. IN NO EVENT SHALL BACKBONE, THE AUTHORS OR COPYRIGHT HOLDERS OF THE SOFTWARE BE LIABLE FOR CLAIMS, DAMAGES OR OTHER LIABILITY ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE AND ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.

11. Proprietary Rights Notice
The Software, which includes the Software and all intellectual property rights therein are, and will remain, the property of Backbone. All rights in and to the Software not expressly granted to You in this Agreement are reserved and retained by Backbone and its licensors without restriction, including, Backbone’s right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Software; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Software for any purpose without the express written consent of Backbone; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Backbone other than in the name of Backbone; (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Software; or (h) seek, in a proceeding filed during the term of this Agreement or for one year after such term, an injunction of any portion of the Software based on patent infringement.

12. Term and Termination
Either party may terminate this Agreement at any time with notice. Upon any termination of this Agreement, Backbone will stop providing, and You will stop accessing the Software; In the event of any termination (i) You will not be entitled to any refunds of any usage fees or any other fees; and (ii) any outstanding balance for Software rendered through the date of termination will be immediately due and payable in full.

13. Modifications to Terms
Backbone reserves the right to modify these terms or any additional terms that apply to the Software at any time and for any reason, without notice.

14. Miscellaneous, Applicable Law
This Agreement, as may be amended from time to time by Backbone, represents the complete agreement between You and Backbone concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement will be governed by and construed under the laws of the Province of British Columbia and the laws of Canada applicable therein, and such laws shall prevail and govern to the extent of any conflict with foreign law, rules or regulations. Each party agrees to submit to the exclusive and personal jurisdiction of the courts of the Province of British Columbia. Any notices to Backbone must be sent to: Backbone Technology Inc., 55 East 7th Avenue, Vancouver, BC V5T 1M4. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights in this Agreement without Backbone’s prior written consent, and any such attempt is void. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The following sections of this Agreement will survive any termination thereof: 1, 3, 4, 5 (except the last two sentences), 6, 7, 8, 9, 10, 11, 12, and 14.

Last Updated: 12/01/2020