AMILIA CORPORATION INC.
CLIENT SERVICE AGREEMENT

This Service Agreement (the “Agreement”) is entered into by and between Amilia Corporation Inc. (“Amilia”) and the client (“Client” or “you”). By subscribing to Amilia web-based application and payment platform (the “Service”), the client agrees to the terms and conditions contemplated in this Agreement, which Agreement shall govern the provisions of the Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.

1- Grant of Rights; Service; Updates

Grant of Rights :

During the term of this Agreement, Amilia grants the client a non-exclusive, personal, non-transferable, non-sublicenseable right and license to use the Service for its internal business purposes only. The client may not access, use, subscribe to or purchase the Service: (a) if it is a direct competitor of Amilia, as determined by Amilia, in its sole discretion; or (b) for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.

Availability :

Amilia agrees to use commercially reasonable efforts to operate and maintain the Service generally available 24 hours a day, 7 days a week, except for: (i) planned downtime (which Amilia shall schedule to the extent reasonably practicable during evening and weekend hours); or (ii) downtime caused by circumstances beyond Amilia's reasonable control, including, but not limited to, any Internet or telecommunications failure transmission limitations or interruptions, legislative action, act of God, action of the elements, serious fire, labour disturbance, delays in transportation, shortage of materials or supplies, government restrictions, war, riots, flood, earthquake, epidemic, or other conditions beyond the control of Amilia (“Force Majeure”).  Amilia shall not be responsible for delays nor failures of performance resulting from any downtime, transmission limitations or interruptions, as well as any case of Force Majeure. Nothing in this Agreement shall be interpreted as an undertaking on the part of Amilia to provide Internet access or telecommunication lines or infrastructure.

Client responsibilities :

The Client agrees to use the Service solely for its internal business purposes as contemplated by this Agreement and further agrees that it will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Client data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Amilia promptly of any such unauthorized use; (iii) not act fraudulently to reduce the cost of the Service (the “Fraud”); (iv) comply with all applicable local, state, provincial, federal and foreign laws in using the Service; (v) collect and maintain any personal information from users (the “Users”) which have entered into a User Agreement (the “User Agreement”) with Amilia and have created a User Account, and the Beneficiaries (as this term is defined in the User Agreement), in accordance with all applicable laws; (vi) have sole responsibility for chargebacks (the “Chargebacks”) incurred by Amilia, for and on behalf of the Client and agree to reimburse Amilia for such Chargeback (vii) mandate Amilia to resolve any Chargeback issues related to the Client; (viii) defend, indemnify and hold harmless Amilia, its shareholders, directors, officers, employees, agents and representatives from and against any and all claims, actions or lawsuits related to or arising from (1) the use by an employee, officer, consultant or representative of the client of Amilia's services, and (2) the collection, transmission, use, storage or disclosure of any personal information of any Users and Beneficiaries, and will not: (i) license, sublicense, sell, resell, rent, lease, assign, distribute, timeshare or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (iii) send or store infringing, obscene, threatening, libellous or otherwise unlawful or material which gives rise to a delict or is otherwise tortuous, including material violating third party rights including, but not limited to, privacy of rights; (iv) send or store material containing software viruses, worms, Trojan horses or harmful computer codes, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi) attempt to gain unauthorized access to the Service or its related systems or networks; (vii) modify, copy or create derivative works based on the Service or the Amilia Technology (as defined herein); (viii) create internet “links” to or from the Service, or “frame” or “mirror” any content forming any part of the Service other than on the client's own intranets for the purposes hereof or otherwise for its own internal business purposes; or (ix) disassemble, reverse engineer or decompile the Service or the Amilia Technology for any purpose or reason.

2- Account creation

Client must create an account with Amilia (“Client Account”) in order to use the Service. Our Client Account creation process asks the Client for certain information including banking information. Client must provide accurate and complete information in response to our questions. Client must also keep the information provided up-to-date.

3- Term, Modifications and Termination

Term :

The Service is available on monthly pay-as-you go basis. Your subscription will be automatically renewed for one month at the end of each calendar month, unless you inform us that you do not wish to renew the Service by written cancellation notice (the “Cancellation Notice”). Cancellation Notice will be effective on the last day of calendar month. Upon cancellation, Amilia will keep for 2 years the data related with your previous use of the Service. During this period, Client will be able to reactivate their account by paying a reactivation fee (“Reactivation Fee”) of 500$.

Modifications :

For any upgrade, the Client will automatically be charged the then applicable application fee (“Application Fee”) and a payment fee (“Payment Fee”) starting immediately. Downgrading your account is not possible before 12 month following the date at which you subscribed to the actual plan. Downgrading may caues loss of content, features, capacity of Client accounts and Amilia hereby expressly disclaims any liability for such loss.

Termination :

In the event that a party hereto breaches any of the terms and conditions herein including, without limitation, the client's payment obligations or Fraud (each a “Default”) and such Default is not cured or remedied within 5 days (the “Cure Period”) from the date of receipt of a notice of default from the other party to that effect, this Agreement may be terminated by the non-defaulting party upon expiration of the Cure Period.

4- Billing

Application Fee (“Application Fee”) :

Subscription
The Client is billed at the end of the month, the subscription fee (“Subscription Fee”) for the Service.

Usage
The client is billed the usage fee (“Usage Fee”) twice a month, on the 1st and 15th day of each month for usage that occurred during the two weeks preceding the billing date.

Payment Fee (“Payment Fee”) :

Processing Fee
The Client is billed the processing fees (“Processing Fee”) twice a month, on the 1st and 15th day of each month for the electronic payments that occurred during the two weeks preceding.

Service Fee
The Client is billed a service fee (“Service Fee”) at the time when Amilia act on behalf of the Client for any payment disputes related to the Client.

Modification to the Service and Price :

Amilia reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Prices of the Service, are subject to change upon 30 days notice from Amilia. Such notice may be provided at any time by posting the changes to the Amilia web site (www.amilia.com) or the Service itself.

Statements :

Amilia provides twice a month an electronic statement (the “Statement”) detailing the Application and Payment Fees billed during the period and the transfer of funds, held by Amilia, for and on behalf of the client (“Funds”).

Taxes :

Unless otherwise stated, the Application, Processing and Chargeback Fees do not include any local, state, provincial, federal or foreign taxes, including VAT, levies or duties of any nature (“Taxes”). The client is responsible for paying all applicable Taxes, excluding only taxes based on Amilia's income.

5- Funds Transfers

Payment authorisation :

The Client agrees to pay the Application and Payment Fees by authorising Amilia to deduct, at each billing date, from the Funds, any amount payable on its account (“Balance”). For greater certainty, (i) Amilia's obligation to remit the funds to the client as part of the Service will be offset, in whole or in part, by the amount of the balance, and (ii) Amilia shall be fully authorized to collect payment of the balance out the Funds it holds. If the Funds held by Amilia are not sufficient to cover all the client Balance, the Client authorise Amilia to withdraw from its bank account the necessary amount to cover the remaining Balance.

Reserve :

In order to use the Service, the Client is required to maintain an amount of funds in a separate reserve account (“Reserve”) to secure the performance of your payment obligations under this Agreement. The Reserve may be raised, reduced or removed at any time by Amilia, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Amilia's favour, or otherwise as Amilia or its processor may determine or require. If you do not have sufficient funds in your Reserve, the Client authorise Amilia to deduct from the Funds or, if the money collected by Amilia is not sufficient, to withdraw from its bank account the necessary amount to cover the remaining Reserve. The Client grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement. This security interest survives for as long as we hold funds in your Reserve.

Chargeback :

When a chargeback occurs, Amilia will add the chargeback amount to the Client Balance. If the chargeback is won, the chargeback amount will be removed from the Client Balance

Timing :

Amilia transfer Funds to the Client twice a month, on the first 5 business days of each calendar month for the period from the 16th day to the last day of the previous calendar month and on the first 5 business days following the 16th day of each calendar month for the period from the 1st day to the 15th day of the current calendar month.

6- Proprietary Rights to Service and Data

IP Rights :

In providing the Service, Amilia utilizes (i) certain audio and visual information, documents, software and other works of authorship and (ii) other technology, software (source code, object code and documentation), products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions (patentable or not) and other tangible or intangible technical material and information (collectively, the “Amilia Technology”), which is covered by intellectual property rights owned by or licensed to Amilia (collectively, the “Amilia IP Rights”). Other than as is expressly set forth in this Agreement, no license or other rights in or to the Amilia Technology or the Amilia IP Rights are granted to the client, and all such licenses and rights are expressly reserved. The Client grants to Amilia a royalty-free, fully paid, worldwide, perpetual, irrevocable, fully transferable and fully sub-licenseable right and license to use, develop, improve, modify, incorporate and commercialize into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the client relating to the Service.

Client Data :

All Client data, inputted or uploaded, is the sole and exclusive property of the Client. The Client, on its behalf, grants to Amilia a royalty-free, fully paid, worldwide, perpetual, irrevocable, fully transferable and fully sub-licenseable right and license to use the Client data in connection with the use, operation and commercialization of the Service in accordance with all applicable privacy legislation.

User and Beneficiary Data :

All User and Beneficiary data is the sole and exclusive property of Amilia. Amilia grants to the client a royalty-free, worldwide, perpetual, irrevocable fully transferable license to use the User and Beneficiary data in connection of the use of the Service and operation of their business.

7- Warranty and Disclaimer

THE SERVICE IS PROVIDED ON AN “AS IS” AND “WHEN AVAILABLE” BASIS AND AMILIA MAKES NO REPRESENTATIONS AND WARRANTIES RELATING TO THE SERVICE.  WITHOUT LIMITING THE FOREGOING, AMILIA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE, THE AMILIA TECHNOLOGY AND THE AMILIA IP RIGHTS.  AMILIA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE SERVICE OTHER THAN AS PROVIDED IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, AMILIA DOES NOT WARRANT THE SERVICE IS ERROR FREE, WILL MEET THE Client REQUIREMENTS OR EXPECTATIONS, OR THE PERFORMANCE OR THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICE.

8- Limitation of Liability

NEITHER AMILIA, ITS AFFILIATES, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR ASSIGNS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COLLATERAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER ARISING FROM OR RELATED TO THE SERVICE OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE. NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT, AMILIA'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT, IN ANY CASE, EXCEED THE TOTAL AMILIA FEES PAID BY THE Client TO AMILIA FOR THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO AMILIA'S LIABILITY HEREUNDER. IN THE EVENT OF A FORCE MAJEURE, AMILIA SHALL HAVE NO LIABILITY TO THE Client.

9- General Provisions

Public Disclosure :

The Client agrees to grant Amilia the right to reference the Client on the Client section of Amilia's public web site until such time the Client use of the Service is discontinued. For the purposes above, the Client grants to the right and license to publish, on its public web site or third party web site, the information about the client activities and use the client's name and trademarks. The client shall not use the name, Service marks or trademarks of Amilia or its affiliates without Amilia's prior written consent

Governing Law and Jurisdiction :

This Agreement shall be governed by and construed exclusively in accordance with the laws of the Province of Québec, and the federal laws of Canada applicable therein, The Parties hereby attorn to the exclusive jurisdiction of the Courts of the Province of Québec, Canada, District of Montréal.

Entire Agreement :

This Agreement contain the sole and entire agreement and understanding between Amilia and the client with respect to the use of the Service.

Severability :

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provisions shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

Amendments :

Amilia may modify this Agreement at any time by posting the revised Amilia Master Service Agreement Terms and Conditions on Amilia web site. The continued use of the Service shall constitute the client acceptance of such revised Amilia Master Service Agreement Terms and Conditions.

Language :

This Agreement has been prepared in the English language at the request of the parties.  Cette entente a été rédigée en langue anglaise à la demande des parties.