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BETA TERMS AND CONDITIONS

Version 1.0

These beta terms and conditions (“Beta Terms and Conditions” or “Agreement”) are binding on and apply to visitors

of our website, https://www.inboundr.ai/ (the “Site”), and any users (“you”, “your”, “User”) accessing, using, or

otherwise interacting with the Software, provided by Inboundr Inc. (“Inboundr”, “us”, “we”), from the time that we

provide you with access to the Software.

By purchasing a subscription, or otherwise by accessing and using the Software, you acknowledge that you have read,

understood, and agree to be bound by these Beta Terms and Conditions, along with any and all policies included by

reference, such as our Privacy Policy at https://www.inboundr.ai/data-privacy.

If you are accessing or using the Software on behalf of an entity or organization, you represent and warrant that you:

(i) have the authority to legally bind such entity or organization; and (ii) that you are duly authorized to enter into this

agreement on behalf of entity or organization. In that event, all references to “you” in this agreement shall be a refer-

ence to both (1) you as an individual User (defined below); and (2) the entity or organization on whose behalf you are

accessing and using the Software.

You can review the current version of the Terms and Conditions at any time at:

https://www.inboundr.ai/terms-conditions. Inboundr reserves the right to update and change the Terms and Condi-

tions by posting updates and changes to the Site. We strongly encourage you to check the Terms and Conditions

from time to time for any updates that may impact you.

1. Definitions.

Account” means the account created through contacting Inboundr and used by User as part of and to access

the Software and related Beta Services provided by Inboundr.

Affiliate” means any entity which directly or indirectly controls, i.e. having direct or indirect ownership or

control of more than 50% of the voting interests of the subject entity, is controlled by, or is under common

control with the subject entity.

Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines,

orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any

governmental or regulatory authority that apply to the parties.

Beta Services” means all tools, features, functionality, and other Beta Servicess that may be provided by

Inboundr to its Users under these Beta Terms and Conditions, and which may be designated by Inboundr as

experimental, pilot, limited release, in development, prototype, developer previous, or early access.

Inboundr” means Inboundr Inc., its employees, contractors, agents, Affiliates, and any other individual au-

thorized by Inboundr dealing in the matters under these Terms and Conditions.

Inboundr Technology” means the technology and intellectual property used in providing the products and

Beta Servicess offered by Inboundr, including the Software and any Beta Servicess, including but not limited

to the Beta Services, provided through the Software, computer software, programs, connectors, websites, net-

works, and equipment. Inboundr technology does not include third-party applications or other software pro-

grams and technology provided or made available to Users by third parties.

Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code,

files, scripts, agents or programs.

Personal Data” means any information relating to an identified or identifiable natural person; an identifiable

natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such

as a name, an identification number, location data, an online identifier or to one or more factors specific to the

physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For greater

certainty, Personal Data does not include information that is anonymized or aggregated.Page 2 of 9

Register” or “Registration” means the point at which the User creates an Account through by contacting

Inboundr either directly or via the Site.

Software” means the software developed by Inboundr and provided to its Users for the purpose of automating

the ideation, editing and formatting process to make it simpler for employees and executives to share high-

quality, engaging content, which is owned and provided by Inboundr to its Users.

Subscription Plan” means one of the payment plans under which Inboundr provides Users with access to and

use of the Software.

Subscription Term” means the period set out under a particular Subscription Plan.

Term” means the period from the effective date of a Subscription to the date of expiration of such Subscrip-

tion.

User(s)” means any individual(s) who has created an Account.

User Data” means all electronic data or information (i) uploaded by the Users in the process of using the

Software, including profile information; or, (ii) created as a result of additional inputs by the User in the process

of using the Software. For greater clarity, User Data includes Personal Data and may comprise of sensitive

information including geolocation, and/or other personal information uploaded by User through the Software.

Website” or “Site” means the website owned and operated by Inboundr at https://www.inboundr.ai/.

2. The Beta Services.

2.1 Beta Services. Inboundr hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-subli-

censable, right for a limited time period as solely determined by Inboundr to access and use the Beta Services provided

through the Software for the limited number of Users Inboundr permits to access and use such Beta Services. You

agree that the access granted to you under this Section 2 is limited to the purposes of evaluating and testing such Beta

Services, and to report to Inboundr regarding the usefulness and functionality of such Beta Services. Inboundr reserves

the right to extend or terminate the Term of the Beta Services at its sole discretion. Upon expiration or earlier termi-

nation of the Term, you shall immediately discontinue use of the Beta Services unless otherwise agreed by Inboundr.

2.2 Description of the Software. The Software, which is powered by the Inboundr Technology and other Inboundr

proprietary technology, provides businesses the tools to automatize the ideation, editing and formatting process to

make it simpler for employees and executives to share high-quality, engaging content. Any new features or tools

which are added to the current Software shall also be subject to these Terms and Conditions.

2.3 Provision of the Software. Inboundr shall make the Beta Services available to User during the Term, as ap-

plicable. User may also subscribe for additional Beta Services, which may be subject to additional fees, as such addi-

tional Beta Services become available. User agrees that its Registration for the Beta Services is neither contingent

upon the delivery of any current or future functionality or features nor dependent upon any oral or written public

comments made by Inboundr with respect to current or future functionality or features. User acknowledges that the

Beta Servicess provided hereunder are on a trial basis for the purposes of testing and evaluating the efficacy and

usefulness of the Software, and agrees that User has not relied on any availability of any Beta Services offerings,

technology, or enhanced or updated features or functionality.

2.4 Acknowledgement of Beta Services. By using the Beta Services, you accept and acknowledge that: (a) the

Beta Services are a pre-release version that is still under development and may not work as it is intended, or at all; the

Beta Services might not be reliable and the results of the Beta Services may not be accurate; and, your use of the Beta

Services might present risks of operational failure; (b) the Beta Services is intended for testing and evaluation only,

and is provided on an “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis; (c) Inboundr reserves the rightPage 3 of 9

to change or terminate the Beta Services at any time without notice to you, and we are not obligated to release a

commercial version of the Beta Services; (d) any commercial version of the Beta Services may be substantially dif-

ferent from the Beta Services and may not be compatible with certain software or systems; (e) Inboundr is not obli-

gated to provide you with User support for the Beta Services or Third-Party Applications; (f) any and all information

you obtain regarding the Beta Services is confidential and you may not disclose that information to any other person

or entity, or use that information for any purpose other than providing feedback to us; and (g) to participate in the Beta

Services, you must have a device with a modern web browser and a stable internet connection capable of supporting

real-time data processing..

3. Account.

3.1 User Account. To access and use the Software, Users must contact Inboundr, either by phone, email, or

through the Site to obtain a quote for access to the Beta Services and to Register for an account (“Account”) by

providing your name and a valid e-mail address, and any other information required by Inboundr. Inboundr may, in

its sole and absolute discretion, reject an application for an Account for any reason, and Inboundr reserves the right to

refuse Beta Services to anyone for any reason at any time. Upon Registration, User will be granted authentication

material to install the Software to the Third-Party Application (as defined below).

3.2 Third Party Applications. Inboundr operates or uses application programming interfaces (“APIs”) and/or

other services operated or provided by third parties. User may use its or other third-party applications, software, in-

terfaces, APIs, products, services or websites that interoperate with the Software (collectively, “Third-Party Appli-

cations”). User is solely responsible for acquiring license and rights to use the Third-Party Applications and accepting

and complying with the appliable terms and conditions and any data loss or other losses it may suffer as a result of

using such Third-Party Applications. Inboundr does not warrant or support any Third-Party Applications or control

the privacy practices of any Third-Party Application to which data may be sent or from which data may be retrieved,

whether or not they are commended by Inboundr or designated by Inboundr as preferred, certified or otherwise, and

shall have no responsibility, liability or indemnification obligations for any claims, losses or damages arising out of

or in connection with your use of any Third-Party Applications. Except as expressly stated in this Agreement, Inboundr

does not guarantee compatibility with any Third-Party Application and Inboundr shall not be responsible for any

changes or new developments in Third-Party Applications which may interrupt User’s use or interaction with the Beta

Services.

3.3 Account and Password Security. Inboundr will not be liable for any loss, damage, or claims, whether insti-

gated by you or otherwise, directly or indirectly resulting from your failure to maintain the security of your Third-

Party Application login.

3.4 User Requirements. You must be at least 18 years of age to subscribe to the Beta Services. By subscribing to

the Beta Services, you represent and warrant that:

• You can form a binding contract with Inboundr;

• You are not a person who is barred from using the Software under the laws of Canada or any other applicable

jurisdiction;

• You will comply with these Terms and Conditions and all applicable local, provincial, national and interna-

tional laws, rules and regulations; and,

Persons under the age of majority in their jurisdiction (“Minor”) may not create or use an Account unless they have

obtained the written consent of their parent or legal guardian. If you are a Minor, you may only use the Software with

the consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed

these Terms and Conditions with you.

3.5 Communication. You acknowledge that Inboundr may use the Personal Data you provide to Inboundr at the

time of Registration or as updated by you from time to time to communicate with you on matters related to the Software

pursuant to the Privacy Policy available at https://www.inboundr.ai/data-privacy.Page 4 of 9

4. Use of the Beta Services.

4.1 Inboundr Responsibilities. You acknowledge that Inboundr has no obligation under these Beta Terms and

Conditions to provide support, maintenance, upgrades, modifications, or new releases of the Beta Services to you, and

may discontinue such Beta Services at any time. Inboundr’s sole responsibility under this Agreement is to provide

you with access to and use of the Beta Services as they may be available.

4.2 User Responsibilities. User is responsible for all activities that occur in User Account and for Users’ compli-

ance with these Terms and Conditions. User shall: (i) have sole responsibility for the accuracy, quality, integrity,

legality, reliability, and appropriateness of all User Data; (ii) use the Software in compliance with the Use Guidelines

described in Section 4.3; (iii) use reasonable efforts to prevent unauthorized access to, or use of, the Software, and

notify Inboundr promptly of any such unauthorized access or use, including any such improper or unauthorized use

by Users; and (iv) comply with all Applicable Laws in using the Software.

4.3 Use Guidelines. User shall use the Software, solely for the purposes of evaluating the efficacy and usefulness of

the Beta Services and for no other purpose. Users shall not: (i) license, sublicense, sell, resell, rent, lease, transfer,

assign, distribute, time share or otherwise commercially exploit the Beta Services or make the Software available to

any third party; (ii) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws; (iii)

send or store infringing, obscene, pornographic, threatening, libelous, or otherwise unlawful or tortious material, in-

cluding material that is harmful to children or violates third party intellectual property or privacy rights; (iv) send or

store Malicious Code (whether intentional or inadvertent); (v) interfere with or disrupt the integrity or performance of

the Software or the data contained therein; or (vi) attempt to gain unauthorized access to the Software or its related

systems or networks. You are responsible for all activity and content uploaded by you through the Software, and for

ensuring the accuracy and completeness of any information we require to process your transactions.

4.4 Third Party Links. Our Software may include links to other internet websites owned by third parties. These

third-party sites are not owned, operated, or controlled by Inboundr. Inboundr is not responsible for, and has no lia-

bility for any third-party sites, their businesses, products, or content, except for the content that we have published

specifically on those websites. If you choose to click on any link to a third-party and visit their sites, these Terms and

Conditions will no longer apply, and you will be subject to the Terms and Conditions and any other legal documents

posted on that third-party site. Your use of those sites is at your own risk, and you agree that you will not bring a claim

against Inboundr arising from your use of any of these other websites.

4.5 Investigation and Other Content. Inboundr may investigate and take any available legal action in response

to illegal and/or unauthorized uses of the Software including such activities set out under Section 4.3. Such legal

action or responses include, but are not limited to, terminating your Account.

5. Fees & Payment.

5.1 User Fees. User acknowledges that, as the Beta Services provided by Inboundr are a pre-release version of the

Software and is currently still under development, no Fees will be charged to User for the use of the Beta Services,

which are provided free of charge. As consideration for the provision of the Beta Services to the User free of charge,

User agrees that it will provide prompt and accurate feedback regarding their use of the Software and Beta Services

either following the conclusion of User’s use of the Beta Services, or throughout its use. Any such feedback shall be

governed by the terms set forth in Section 6.6 – Suggestions below.

6. Proprietary Rights.

6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, and except for those intel-

lectual property rights held by third parties in connection with the Software, Inboundr reserves all right, title, and

interest, including all intellectual property rights, in and to the Software and all technologies related thereto, including

any and all processes and/or content developed by Inboundr and all derivatives, modifications, or improvements of or

to any of the foregoing made by or for Inboundr, whether or not created or developed in connection with the Software.

No rights are granted to User hereunder other than as expressly set forth herein.Page 5 of 9

6.2 Restrictions. User shall not (i) modify, copy or create derivative works based on the Software; (ii) frame or

mirror any content forming part of the Software, other than for User’s own purposes; (iii) reverse engineer, disassem-

ble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Software, in

whole or in part or (iv) access the Software in order to (A) build a competitive product or Beta Services, or (B) copy

any ideas, features, functions or graphics of the Software.

6.3 User Data. As between Inboundr and User, User exclusively owns all rights, title and interest in and to all

User Data. User Data is deemed Confidential Information under these Beta Terms and Conditions. You acknowledge

that you upload sensitive information at your own risk and that Inboundr shall not be liable for any loss, vulnerability,

or damages resulting from the upload of such sensitive information by you for any reason.

6.4 Sensitive Company Data. User acknowledges that the Software’s functionality is dependent on the User up-

loading and/or otherwise providing information, data, or company discussions that the User considers confidential,

sensitive, and/or proprietary (“Sensitive Company Data’). As between Inboundr and User, User shall exclusively

own all Sensitive Company Data, and all Sensitive Company Data will be deemed “Confidential Information” under

this Agreement. Inboundr shall ensure that all Sensitive Company Data is stored, processed, and accessed securely in

accordance with the principle of least privilege. Inboundr will implement and maintain industry standard practices to

address the secure handling, storage, and transfer of any Sensitive Company Data within the Software.

6.5 Usage Data. Inboundr may collect certain data and information regarding User’s use of the Beta Services,

including, but not limited to, data involving functions within the Software most used by User or other items (“Usage

Data”). Inboundr may use and exploit Usage Data for any purpose in connection with operating, improving and sup-

porting the Software and any machine learning technology that underlies the Software (“Usage Data Purpose”).

Notwithstanding any term in these Terms and Conditions to the contrary, User hereby consents to the use of such

Usage Data for the Usage Data Purpose, and User irrevocably assigns all rights, title and ownership of the Usage Data

to Inboundr, and User hereby waives any applicable non-assignable rights to such Usage Data to the extent User is

legally permitted to do so. Inboundr represents and warrants that it shall not use the Usage Data for any other purpose

other than the Usage Data Purpose.

6.6 Suggestions. Users are encouraged to submit any suggestions and feedback ("Feedback") related to their use

and operation of the Software, and can do so by sending an e-mail to us at feedback@inboundr.ai. If you provide

us with any Feedback, you acknowledge that we may, in connection with the Beta Services provided hereunder, freely

use, copy, disclose, modify, improve upon, enhance, distribute, license, and otherwise exploit any such Feedback in

any manner without any obligation, royalty, or other restriction based on intellectual property rights or otherwise.

Nothing in these Beta Terms and Conditions shall serve to limit our right to independently use, develop, evaluate,

promote, market, or sell any products or services, whether they incorporate any Feedback or otherwise. Inboundr

acknowledges that any Feedback that you may provide is provided on an “as-is” basis, without representation of any

kind as to the efficacy or usefulness of such feedback.

7. Privacy Rights.

7.1 Privacy Obligations. Notwithstanding any provisions, representations and warranties to the contrary, Inboundr

and User acknowledge that there is a possibility that the User Data and Usage Data may contain Personal Data, the

use of which data is subject to various privacy laws, including all provincial, state, federal and international laws and

regulations and provincial, state, federal and national government agency orders and decrees to which User may be

subject (“Privacy Laws”), as well as certain restrictions imposed on the Personal Data by the data subjects or other

third party data providers. Inboundr and User agree to strictly abide by all such restrictions pertaining to the Personal

Data, as they are promulgated and applied, currently and in the future. Furthermore, Inboundr shall in good faith

execute any and all agreements that User is required to have Inboundr execute in order that User may comply with

any Privacy Laws. If Inboundr or User’s use (whether directly or indirectly) of the Personal Data is contrary to any

Privacy Law, or contrary to any of the restrictions set forth in these Terms and Conditions, the non-violating party

shall have the right to: (a) terminate this Agreement for cause if such breach has not been cured within five (5) days

of receipt by the violating party of written notice, and (b) pursue any other legal and equitable remedies. For greaterPage 6 of 9

certainty, Inboundr’s Privacy Policy https://www.inboundr.ai/data-privacy governs Inboundr’s collection, use, disclo-

sure, retention and disposal of Personal Data, and forms part of these Terms and Conditions.

8. Confidentiality.

8.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential

and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether

orally or in writing, or whether disclosed purposefully or inadvertently, that is designated as confidential or that rea-

sonably should be understood to be confidential given the nature of the information and the circumstances of disclo-

sure, including the Software, Beta Services, and any User Data. Confidential Information shall not include any infor-

mation that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing

Party; (ii) was known to Receiving Party prior to disclosure by Disclosing Party without breach of any obligation

owed to Receiving Party; (iii) is received from a third party without breach of any obligation owed to Disclosing Party;

or (iv) was independently developed by Receiving Party without any use of or reference to Disclosing Party’s Confi-

dential Information.

8.2 Confidentiality. Receiving Party shall implement and maintain commercially reasonable and appropriate

technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release,

access to or publication of Confidential Information, or Personal Information. Receiving Party shall implement pro-

cesses and maintain procedures designed to comply with Applicable Laws. For the purposes of Inboundr’s processing

of User Data, these Beta Terms and Conditions are User’s instructions for storing User Data, and Inboundr shall not

process User Data for any other purpose. Receiving Party may use subcontractors to facilitate its obligations under

these Terms and Conditions. Receiving Party shall use commercially reasonable measures to ensure that such subcon-

tractors implement and comply with reasonable security measures in handling any Confidential Information. Receiv-

ing Party shall not disclose or use any Confidential Information for any purpose outside the scope of these Terms and

Conditions, except with Disclosing Party’s prior written permission, subject to Section 8.3.

8.3 Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Dis-

closing Party, including User Data, it shall provide Disclosing Party, as applicable, with prior notice of such compelled

disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party

wishes to contest the disclosure.

9. Warranties & Disclaimers.

10.1 Warranties. Each party represents and warrants that it has the legal power to be bound by these Beta Terms

and Conditions. User represents and warrants that for any Personal Data controlled by it, or any other Personal Data

provided or transmitted by User to Inboundr, whether advertent or otherwise, User, as applicable, has obtained the

necessary consent or legal right to provide or transmit such data. Inboundr makes no representations or warranties of

any kind with respect to the provision of the Beta Services, which are provided on an “AS-IS” and “AS-AVAILABLE”

basis.

10.2 No Guarantee. User acknowledges that the Software is designed to assist companies and Users in automatizing

the ideation, editing and formatting process to make it simpler for employees and executives to share high-quality,

engaging content. Inboundr accepts no responsibility, and hereby disclaims all liability arising out of or relating to

any losses or damage that may be incurred by User or the company User represents for any decisions or posts due to

the results generated by the Software. The Software is intended to compliment, and not replace, User’s review of

posts.

10.3 Limited Warranty and Disclaimer. INBOUNDR WARRANTS THAT TO ITS KNOWLEDGE, THE

BETA SOFTWARE DOES NOT INFRINGE ON ANY THIRD-PARTY INTELLECTUAL PROPERTY

RIGHTS. HOWEVER, USER ACKNOWLEDGES THAT NO APPLICATION IS CAPABLE OF PROVIDING

ACCURATE AND COMPLETELY FACTUAL SOCIAL MEDIA CONTENT. EXCEPT FOR THE LIMITEDPage 7 of 9

WARRANTY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE

SOFTWARE AND ANY BETA SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS,” WITH ALL

FAULTS, DEFECTS, BUGS, AND/OR ERRORS THAT MAY BE PRESENT IN THE BETA SERVICES, AND

INBOUNDR MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS,

OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,

WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF

DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FIT-

NESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE

THE SOFTWARE AND/OR BETA SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR

BETA SERVICESS PROVIDED TO USER BY INBOUNDR. INBOUNDR DOES NOT WARRANT THAT ALL

ERRORS CAN BE CORRECTED, OR THAT THE OPERATION OF THE SOFTWARE SHALL BE UNINTER-

RUPTED OR ERROR FREE.

10.4 User Representation and Warranty. You represent and warrant that all information and content you submit

upon creating your Account, including information linked to any social media accounts, are accurate and truthful, and

you have the right to post such content or information through the Software. You also acknowledge and agree that

Inboundr, its affiliates, or third-party partners, may place advertising through the Software.

11. Indemnification.

11.1 Indemnification by User. Subject to these Terms and Conditions, User shall defend, indemnify and hold

Inboundr harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection

with any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands,

suits, or proceedings (“Claims”) made or brought against Inboundr by a third party alleging that the User Data, or

User’s use of the Software: (i) infringes the intellectual property rights of such third party, or (ii) has harmed such

third party because Malicious Code was uploaded or inputted by Users, (iii) electronic data or information was up-

loaded or inputted by Users without such third party’s authorization or permission, or (iv) violates any Applicable

Law, or has otherwise harmed a third party; provided, that Inboundr (a) promptly gives written notice of the Claim to

User; (b) gives User sole control of the defense and settlement of the Claim (provided that User may not settle or

defend any Claim unless it unconditionally releases Inboundr of all liability); and (c) provides to User, at User’s cost,

all reasonable assistance.

12. Limitation of Liability.

12.1 Limitation of Liability. IN NO EVENT SHALL INBOUNDR’S AGGREGATE LIABILITY ARISING OUT

OF OR RELATED TO THESE TERMS AND CONDITIONS, OR RELATIONSHIP BETWEEN INBOUNDR AND

USER, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE

SUBSCRIPION FEES, IF ANY, PAID BY AND DUE FROM USER HEREUNDER.

12.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL INBOUNDR HAVE ANY

LIABILITY TO USER(S) FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PU-

NITIVE, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES HOWEVER CAUSED AND, WHETHER IN

CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT USER HAS OR

HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Limitation of Claims. EXCEPT WITH RESPECT TO CLAIMS RELATING TO THE MISUSE OF CON-

FIDENTIAL INFORMATION OR PERSONAL INFORMATION, USER SHALL NOT BRING ANY CLAIM RE-

LATING TO THE AGREEMENT MORE THAN TWO YEARS AFTER THE EVENTS GIVING RISE TO THE

CLAIM OCCURRED.

12.4 General. THESE EXCLUSIONS AND LIMITATIONS APPLY EVEN IF THE REMEDIES ARE INSUF-

FICIENT TO COVER ALL OF THE LOSSES OR DAMAGES OF USER. SOME JURISDICTIONS DO NOT AL-

LOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABIL-

ITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THEPage 8 of 9

ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY AND THE PARTIES MAY HAVE ADDI-

TIONAL RIGHTS.

13. Termination.

13.1 Termination for Cause. Inboundr may terminate this Agreement immediately without written notice to User

for a breach or violation, or suspected breach or suspected violation, of any provision under these Terms and Condi-

tions, as determined in the sole discretion of Inboundr. Verbal or written abuse of any kind (including threats of abuse

or retribution) of any Inboundr User, employee, member, or officer will result in immediate Account termination. If

Inboundr, in its sole and absolute discretion, suspects for any reason that User has uploaded illicit or prohibited mate-

rials under these Terms and Conditions to their Account, Inboundr reserves the right to terminate the Account in

connection with such suspicion.

13.2 Cancellation. User may cancel the Account and terminate this Agreement at any time by contacting

support@inboundr.ai or deleting the User Account through account settings.

13.3 Outstanding Fees. Termination or cancellation shall not relieve User of the obligation to pay any fees accrued

or payable to Inboundr prior to the effective date of termination.

13.4 Surviving Provisions. The following provisions of these Terms and Conditions shall survive any termination

or expiration of these Terms and Conditions: Sections 6 through 14.

14. General Provisions.

14.1 Relationship of the Parties. These Terms and Conditions do not create a partnership, franchise, joint venture,

agency, fiduciary or employment relationship between the parties.

14.2 No Third-Party Beneficiaries. Except as otherwise expressed herein, there are no third-party beneficiaries

under these Terms and Conditions.

14.3 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these

Terms and Conditions shall constitute a waiver of that right. Other than as expressly stated herein, the remedies

provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

14.4 Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to

be contrary to law, the provision 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 these Terms and

Conditions shall remain in effect.

14.5 Assignment. User may not assign any of its rights or obligations hereunder, whether by operation of law or

otherwise, without the prior written consent of Inboundr (not to be unreasonably withheld). Notwithstanding the fore-

going, Inboundr may assign this Agreement in its entirety, without consent of the User, in connection with a merger,

acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by User to assign its

rights or obligations under these Terms and Conditions is in breach of this Section 14.5 shall be void and of no effect.

Subject to the foregoing, these Terms and Conditions shall bind and enure to the benefit of the parties, their respective

successors and permitted assigns.

14.6 Governing Law and Exclusive Jurisdiction. These Terms and Conditions will be governed by and construed

in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to

principles of conflicts of laws. In the event that any dispute should arise in connection with these Beta Terms and

Conditions, or the construction or application thereof, or as to any act, deed, or omission of Inboundr, any User, the

parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario for the resolution ofPage 9 of 9

any such dispute.

14.7 Equitable Relief. User acknowledges that damages may be an inadequate remedy if User violate the obliga-

tions under these Terms and Conditions, and Inboundr shall have the right, in addition to any other rights it may have,

to seek injunctive relief without any obligation to post any bond or similar security.

14.8 Notices. Inboundr shall communicate announcements of general interest by email or by posting on its Website.

Inboundr shall provide User with legal notices by email provided by User. User shall immediately notify Inboundr if

User’s email address for notice changes. Except as otherwise specified in these Terms and Conditions, all notices must

be in writing to info@inboundr.ai.

Last Updated: September 11th

, 2024