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Cultivated Code Inc.

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TERMS OF USE

Please read the following terms and conditions in this Terms of Use ("Agreement") carefully before clicking the check box "I AGREE". This Agreement limits your rights and disclaims liability of Cultivated Code Inc. ("Licensor"). By clicking the check box "I AGREE", you enter into this Agreement, which is a valid and binding legal contract between you and Licensor.

IF YOU DO NOT ACCEPT AND YOU ARE NOT PREPARED TO BE LEGALLY BOUND BY ALL THE APPLICABLE TERMS AND CONDITIONS BELOW, YOU MAY NOT CLICK "I AGREE" AND YOU MAY NOT USE OR ACCESS THE SERVICES. BY CLICKING ON "I AGREE", AND/OR BY ACCESSING OR USING THE SERVICES, YOU ARE ENTERING INTO A LEGAL CONTRACT AND AGREEMENT BETWEEN YOU AND LICENSOR WITH RESPECT TO THE SERVICES IDENTIFIED AND DEFINED BELOW.

END USER LICENSE: You are an end user of the Services due to a licensee of Licensor having granted you, as a customer, employee, contractor or other authorized party, limited rights to use the Services. Your rights are limited by the license agreement (the "Master Agreement") in place between Licensor and the person or entity ("Licensee") which has granted you limited rights to use the Services as an end user and in no event will you have greater rights than such Licensee. In the event of any termination or suspension of the Master Agreement, your ability to access the Services and this Agreement will be terminated, without any liability of Licensor to you.

BETA VERSION: The Software is currently a beta version only, and is subject to ongoing testing, revision and development by Licensor. As a beta version, the Software contains defects and errors and you agree to backup all your data and not rely on the Services to reliably host, backup or be able to restore such data.

THE SOFTWARE AND THE SERVICES ARE OFFERED BY LICENSOR FOR ACADEMIC STUDY AND RESEARCH USE ONLY, AND SHALL NOT BE USED BY YOU FOR ANY OTHER PURPOSE. THE SOFTWARE AND THE SERVICES SHALL IN ANY EVENT NOT BE USED IN CLINICAL, MEDICAL, EMERGENCY, HEALTH-CRITICAL OR LIFE-CRITICAL SITUATIONS AND YOU UNDERTAKE AND AGREE THAT YOU WILL NOT DO SO. THE SOFTWARE AND THE SERVICES HAVE NOT BEEN APPROVED, INSPECTED, CERTIFIED, REGISTERED OR OTHERWISE QUALIFIED BY ANY REGULATORY AGENCY FOR USE IN DIAGNOSTIC OR THERAPEUTIC PROCEDURES, OR ANY OTHER USE WHATSOEVER REQUIRING COMPLIANCE WITH ANY FEDERAL, PROVINCIAL, STATE, COUNTY, MUNICIPAL OR LOCAL LAW OR REQUIREMENT. YOU WILL BE SOLELY RESPONSIBLE FOR OBTAINING ANY APPROVALS OR COMPLIANCE CERTIFICATION REQUIRED FOR YOU TO USE THE SOFTWARE OR THE SERVICES.

THIRD PARTY SERVICE PROVIDERS: Licensor uses Amazon Web Services in order to provide the Services. Nothing in this Agreement shall bind Licensor to any obligation greater than the obligations of Amazon to Licensor (and enforceable by Licensor against Amazon) under the terms of service of Amazon in effect at the time of any Claim against Licensor. Amazon's terms of service are, insofar as is known to Licensor, currently available at http://aws.amazon.com/terms/ or at such other location as Amazon may specify from time to time.

TRANSFER OF INFORMATION OUT OF CANADA: Licensor uses service providers, including without limitation Amazon, located in the United States of America or elsewhere. In the course of your using the Services, your data will be transferred out of Canada and hosted in other jurisdictions, where it will be subject to the laws of such jurisdictions. You warrant and represent that your data either does not contain personal information, or, if your data does include personal information, you have notified all affected or subject individuals of the foregoing transfer and housing of their personal information outside of Canada, and your have obtained and will retain all required consents. Licensor shall have no obligation to inspect data for any content or to ensure your compliance with the foregoing or this Agreement.

In addition to the foregoing, the following terms and conditions apply to you:

  1. LICENSE
    You are granted a limited, non-exclusive, non-transferable, conditional and revocable license to access and use the Services. The license is personal to you and may not be sub-licensed, assigned or sold.
  2. ACCEPTABLE USE
    You agree that you will comply with all applicable laws, regulations and industry standards. You will not, and will not permit any other individual or person to:
    1. modify, translate, reverse engineer, decompile, disassemble, alter, copy, distribute or publish the Services or the Software, or create compilations or derivative works based on the Services or the Software, or use the Services as a service bureau, or assist or allow anyone to perform any one or more of those acts;
    2. transfer or assign the license granted or this Agreement to any third party without the written consent of Licensor;
    3. remove, alter or obliterate any proprietary notices, labels, or marks on the Services;
    4. interfere with the Services, or develop or use applications, software or programs which adversely affect or impact the Services, or any information system linked to or available through the Services;
    5. undertake or carry out any activity which actually or potentially creates liability or damage to Licensor, Licensor's other customers or licensees, or Licensor's licensors or suppliers;
    6. use, transmit or store anything obscene, illegal, defamatory, harassing or offensive, or which breaches or violates any Privacy Law or other applicable law, legislation or regulation, or which appropriates rights of personality, or which violates the rights of any individual with respect to their personal information or rights of privacy, or that constitutes hate literature or pornography, or that constitutes a chain letter, multi-level marketing arrangement or pyramid scheme, or which in any way violates or infringes copyright, moral rights, trademark, patent, trade secret, confidential information, proprietary information or other intellectual property rights of any kind of any person or entity;
    7. use the Services for any purpose which is contrary to the laws of any government or authority having jurisdiction over Licensor or License, including using the Services for any purpose which constitutes a tort or breach of legal, fiduciary, equitable or other duty;
    8. knowingly use the Services to send, receive or transmit any material that contains viruses, Trojan horses, worms, "bots", malware, or any other harmful, malicious or deleterious programs, data or content;
    9. disclose, distribute or publish your passwords, user names or log in information to any unauthorized person; or
    10. use the Services for any purpose not expressly permitted in this Agreement, and, without limitation, you will not under any circumstances use the Services for any purpose other than academic study or research.
  3. YOUR DATA
    You own your data. You will grant, and hereby grant, a fully-paid, royalty free and non-exclusive license to Licensor permitting Licensor, without payment of consideration of any kind, to carry out any and all activities, actions and procedures contemplated or stated herein with respect to your data, or required to provide the Services as used or requested by you, including, as required, the right to adapt, translate and create compilations of and derivations from your data.
  4. AMENDMENT
    Licensor may change, vary or modify the nature and quality of the Services at any time, and from time to time, without notice to you. If you continue to use the Services following such changes, you shall be deemed to have accepted such changes. All such changes will be subject to this Agreement. Licensor may further unilaterally amend or materially change any of the terms and conditions of this Agreement applicable to the Services, including without limitation the Fees payable for the Services or otherwise, at any time by posting the amended terms and conditions at http://www.labboard.com/UseTerms and you agree to regularly review the terms and conditions of this Agreement and be bound by any such changes. If you continue to use the Services following Licensor posting an amended version of this Agreement at http://www.labboard.com/UseTerms you shall be deemed to have accepted such changes to the terms and conditions or as set out in the notice of such change.
  5. DISCLAIMER OF WARRANTIES, CONDITIONS AND REPRESENTATIONS
    "As Is"
    THE SERVICES, AND ANY ACCESS TO YOUR DATA, ARE PROVIDED STRICTLY "AS IS", "WHERE IS" AND "AS AVAILABLE".
    No Warranties Or Conditions
    YOU ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY DETERMINED THAT THE SERVICES MEET YOUR BUSINESS REQUIREMENTS AND THAT YOU HAVE NOT, AND DO NOT, RELY ON ANY REPRESETATION MADE BY LICENSOR AS TO THE SUITABILITY OF THE SERVICES FOR ANY PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE AND SHALL BE NO REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS. GUARANTEES, OR COVENANTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, GIVEN BY LICENSOR OR AFFECTING ANYTHING TO BE DELIVERED BY LICENSOR UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE SOFTWARE, THE SERVICES (INCLUDING HOSTING SERVICES) AND ANY ADDITIONAL SERVICES OR OTHER GOODS OR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY WAIVE AND LICENSOR HEREBY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, COMPLIANCE WITH DESCRIPTION, NON-INFRINGEMENT OR NON-VIOLATION OF THIRD PARTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OR CONDITION ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE UNITED NATIONS INTERNATIONAL CONVENTION ON THE SALE OF GOODS IS EXPRESSLY DISCLAIMED.
    No Liability for Loss or Damage to Data
    LICENSOR SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF YOUR DATA, OR DAMAGE OR CORRUPTION TO YOUR DATA, HOWSOEVER CAUSED.
    Services
    EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR DOES NOT WARRANT AND GIVES NO CONDITION THAT THE OPERATION, APPLICATION OR AVAILABILITY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
    Internet Connectivity
    EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU WILL BE SOLELY RESPONSIBLE FOR OBTAINING AND DEALING WITH YOUR OWN ISP, FOR YOUR OWN CONNECTIONS TO THE SERVICES, THE INTERNET AND THE WORLD WIDE WEB. LICENSOR SHALL HAVE NO LIABILITY TO YOU FOR FAILURE OF ANY ISP OR OTHER THIRD PARTY OF ANY KIND TO PROVIDE SUCH ISP'S OR THIRD PARTY'S SERVICES.
    Risk of Errors or Loss
    YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. WITHOUT LIMITATION OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT EMAIL, ELECTRONIC COMMUNICATIONS, THE INTERNET AND THE WORLD WIDE WEB ARE NOT FULLY DEPENDABLE MEDIA OR MEANS OF COMMUNICATION AND YOU USE THE FOREGOING SOLELY AT YOUR OWN RISK. LICENSOR SHALL HAVE NO LIABILITY FOR LOSS OF, DAMAGE TO, OR ALTERATION OF DATA OR INFORMATION IN TRANSIT OVER THE INTERNET, THE WORLD WIDE WEB, VIA ELECTRONIC MEANS OR VIA EMAIL.
  6. LIMITATION OF DAMAGES AND LIABILITY
    Monetary Cap
    WITHOUT DEROGATING FROM ANY OTHER DISCLAIMER OR LIMITATION OF LIABILITY CONTAINED IN THIS AGREEMENT, YOU AGREE THAT THE AGGREGATE OF ALL LIABILITY ON THE PART OF LICENSOR FOR BREACH OF ANY WARRANTY, REPRESENTATION OR CONDITION CONTAINED IN THIS AGREEMENT OR OF ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT, OR ANY OTHER BREACH GIVING RISE TO LIABILITY, INCLUDING A BREACH OF A CONDITION OR FUNDAMENTAL TERM OR FUNDAMENTAL BREACH OR BREACHES OR IN ANY OTHER WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER AND, REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY OR TORT, INCLUDING NEGLIGENCE, BREACH OF ANY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO THE YOUR ACTUAL DIRECT PROVABLE DAMAGES IN AN AMOUNT NOT TO EXCEED ONE HUNDRED DOLLARS ($100.00) IN CANADIAN CURRENCY.
    Limited Direct Damages Only
    YOU AGREE THAT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES IN THE NATURE OF PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, ECONOMIC LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY. YOU FURTHER AGREE THAT IN NO EVENT WILL THE DIRECTORS, OFFICERS, SERVANTS, AGENTS, EMPLOYEES, OR SHAREHOLDERS OF LICENSOR BE LIABLE TO YOU FOR ANY DAMAGES.
    Enurement
    THE LIMITATIONS HEREIN PROVIDED SHALL APPLY TO, BE FOR AND ENURE TO THE BENEFIT OF LICENSOR AND ITS DIRECTORS, OFFICERS, SERVANTS, AGENTS, EMPLOYEES, CONTRACTORS, SUB-CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES. THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    Reasonableness
    YOU AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS AND DISCLAIMERS ARE VALID AND REASONABLE, ARE REFLECTED IN THE PRICING FOR THE FEES FOR THE SERVICES, ARE KNOWN TO YOU AND ARE ACCEPTED BY YOU.
    Flow-Through of Third Party Obligations
    You acknowledge and agree that certain aspects, components or portions of the Services may be provided to Licensor by third parties, including but not limited to Amazon Web Services as provided above, and in no event will your rights to pursue any claim against Licensor exceed the obligations of any applicable third party to indemnify Licensor for any such claim by you. Licensor accepts no responsibility or liability to remain with Amazon Web Services and Licensor may change its service providers at any time without notice or liability of any kind to you.
  7. CONFIDENTIALITY
    Licensor will take commercially reasonable steps to keep your data secure and confidential.
  8. GOVERNING LAW
    This Agreement shall be governed and interpreted according to the laws of Alberta, Canada, and the laws of Canada applicable therein. You attorn to the non-exclusive jurisdiction of the courts of Alberta, sitting at Calgary, without regard to the conflicts of law rules or principles of such court.
  9. GENERAL PROVISIONS
    Enurement
    This Agreement will enure to the benefit of and will be binding on and enforceable by the Parties and their respective successors and permitted assigns.
    Relationship
    This Agreement does not create or imply any agency, partnership, joint venture, or other joint relationship between the Parties, and does not authorize either Party to bind or obligate the other in any way.
    Severability
    If any part of this Agreement is void, prohibited or unenforceable, the rest of this Agreement will continue in force and effect and will be construed as if such part had never been part of this Agreement.
    No Waiver
    The failure of a Party to exercise any right under this Agreement, or their failure to insist upon strict or full performance of the obligations under this Agreement will not constitute a waiver of that Party's rights hereunder or a relinquishment of any provision of this Agreement. In order to be binding upon a Party, any such waiver must be express and in writing signed by that Party. The rights of the Parties under this Agreement are cumulative and not alternative.
    Survival
    Any provision of this Agreement that, expressly or by its nature, extends beyond the termination of this Agreement will survive any termination of this Agreement. Without limitation, paragraphs 5, 6 and 7 shall survive any termination or expiry of this Agreement, howsoever caused, and shall continue in full force and effect.
    Entire Agreement
    This Agreement forms the entire agreement between the Parties and supersedes all prior written and oral communications and agreements, including without limitation any non-disclosure or confidentiality agreement, between the Parties concerning the Services and the Software. Licensor shall have the right to amend this Agreement as provided herein. Any amendments to this Agreement other than those made by Licensor pursuant to this Agreement shall be of no force or effect unless expressly accepted in writing by Licensor.