AMILIA CORPORATION INC.
CUSTOMER SERVICE AGREEMENT

This Service Agreement (the “Agreement”) are entered into by and between Amilia Corporation Inc. (“Amilia”) and the customer (“Customer” or “you”). By subscribing to Amilia web-based application platform (the “Service”), the Customer 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 Customer a non-exclusive, personal, non-transferable, non-sublicenseable right and license to use the Service for its internal business purposes only. The Customer 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.
Customer responsibilities:: The Customer 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 Customer 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) comply with all applicable local, state, provincial, federal and foreign laws in using the Service; (iv) collect and maintain any personal information from users (the “Users”) which have entered into a User Agreement (the “User Agreement”) with Amilia and are registering or enrolling in the web-based program offered by Amilia , and the Beneficiaries (as this term is defined in the User Agreement), in accordance with all applicable laws; and (v) have sole responsibility for chargebacks (the “Chargebacks”) incurred by Amilia and agree to reimburse Amilia (vi) 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 Customer 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 Customer’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- Term, Modifications and Termination

Term:: The subscription to 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 subscription upon a 15-day prior written cancellation notice (the “Cancellation Notice”). Cancellation Notice received before the 15th day of a calendar month will be effective on the last of day of such calendar month. Cancellation Notice received after the 15th day of a calendar month will be effective on the last of day of the following calendar month. Upon cancellation, Amilia will delete all the Customer data related with your previous use of the Service.
Modifications:: For any upgrade or downgrade regarding the Service, the Customer will automatically be charged the then applicable Application Fee and Processing Fees for such upgraded or downgraded Service starting the 1st day of the following calendar month. Downgrading your account may cause the loss of content, features, or capacity of Customer account, 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 Customer’s payment obligations (each a “Default”) and such Default is not cured or remedied within 10 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.

3- Billing

Service:: The Service is offered in several editions. Please see Amilia website at http://www.amilia.com for features and pricing differences between the various editions.
Pricing:: The pricing for the Service include a monthly application fee (the “Application Fee”), and a transaction and electronic payment fee (the “Processing Fee”) and chargeback fee (the “Chargeback Fee”).
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 each month statements (the “Statements”) detailing the Application, Processing Fees, Chargeback Fees and funds (“Funds”) transfers.
Taxes:: Unless otherwise stated, the Application Fee and Processing Fees do not include any local, state, provincial, federal or foreign taxes, including VAT, levies or duties of any nature (“Taxes”). The Customer is responsible for paying all applicable Taxes, excluding only taxes based on Amilia’s income.

4- Funds Transfers

Payment authorisation:: The Customer agrees to pay the Application Fee, Processing Fee and Chargeback Fee by authorising Amilia to deduct, at each billing date, from the Funds held by Amilia, for and on behalf of the Customer, any amount payable on its account (“Balance”). For greater certainty, (i) Amilia’s obligation to remit the Funds to the Customer 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 money collected by Amilia is not sufficient to cover all the Customer Balance, the Customer authorise Amilia to withdraw from its bank account the necessary amount to cover the remaining Balance.
Chargeback:: If you lose the dispute, Amilia will remove the Funds from your Account.
Timing:: Amilia transfer Funds to the Customer 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.

5- 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 Customer, and all such licenses and rights are expressly reserved. The Customer 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 Customer relating to the Service.
Customer Data:: All Customer data, inputted or uploaded, is the sole and exclusive property of the Customer. The Customer, 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 Customer 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 Customer 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.

6- 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 CUSTOMER REQUIREMENTS OR EXPECTATIONS, OR THE PERFORMANCE OR THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICE.

7- 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 CUSTOMER 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 CUSTOMER.

8- General Provisions

Public Disclosure:: The Customer agrees to grant Amilia the right to reference the Customer on the customer section of Amilia’s public web site until such time the Customer use of the Service is discontinued. For the purposes above, the Customer grants to the right and license to publish, on its public web site or third party web site, the information about the Customer activities and use the Customer’s name and trademarks. The Customer 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 Customer 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 Customer 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.

AMILIA CORPORATION INC. CUSTOMER SERVICE AGREEMENT