This Pocketed Enterprise Platform Agreement (the “Enterprise Platform Terms“) together with the Sign-Up Form, form a legally binding agreement (the “Pocketed Enterprise Platform Agreement“) between the entity identified on the Sign-Up Form (the “Customer“) and deepND Inc. dba Pocketed. Capitalized terms used and not otherwise defined herein will have the corresponding meanings set out in the Sign-Up Form. 

1. General; Access Terms and Customer Responsibility 
   
   1. General. This Agreement governs Customer’s access to and use of the Pocketed Enterprise Platform as described in the Sign-Up Form. This Pocketed Enterprise Platform Agreement do not, absent the execution of an Sign-Up Form, create any business relationship or impose any obligation on Pocketed to provide any software, product or service. Pocketed may engage third parties to assist it in providing the Pocketed Enterprise Platform or any part thereof. Pocketed grants Customer during the Term, a non-exclusive, non-transferable, limited license to access the Pocketed Enterprise Platform solely for internal evaluation purposes and not for production or any other commercial purpose.
   2. User Accounts. The Pocketed Enterprise Platform is available through a browser and does not require a download or installation of any software. Upon execution of the Sign-Up Form, Pocketed will issue the number of user accounts (each a “Customer User Account“) for use by Customer and its employees (each a “Permitted User“) indicated on the Sign-Upon Form. Customer will ensure that only Permitted Users use the Pocketed Enterprise Platform through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Pocketed of any actual or suspected unauthorized use of the Pocketed Enterprise Platform. Pocketed reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose. Customer will ensure that all individual users of the Pocketed Enterprise Platform, including Permitted Users, are contractually bound to terms and conditions with Customer that are no less restrictive or protective of Pocketed’s rights than those set forth in this Pocketed Enterprise Platform Agreement.
   3. Restrictions on use. Customer will not itself, and will not permit Permitted Users or any others to:
      
      1. sub-license, sell, rent, lend, lease or distribute the Pocketed Enterprise Platform or any intellectual property rights therein, or otherwise make the Pocketed Enterprise Platform available to any third parties;
         
      2. use the Pocketed Enterprise Platform to permit timesharing, service bureau use or commercially exploit the Pocketed Enterprise Platform;
         
      3. use or access the Pocketed Enterprise Platform:  
         
         1. in violation of any applicable law or intellectual property right;  
         2. in a manner that threatens the security or functionality of the Pocketed Enterprise Platform; or  
         3. for any purpose or in any manner not expressly permitted in this Pocketed Enterprise Platform Agreement; 
      4. use the Pocketed Enterprise Platform to create, collect, transmit, store, use or process any User Data: 
         
         1. that Customer does not have the lawful right to create, collect, transmit, store, use or process;  
         2. that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property rights or other rights of any third party (including any moral right, privacy right or right of publicity); or  
         3. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
            
      5. make any modifications to the Pocketed Enterprise Platform unless prior discussed and agreed in writing by Pocketed;
      6. reverse engineer, de-compile or disassemble the Pocketed Enterprise Platform or otherwise attempt to derive source code of any software included with or related to the Pocketed Enterprise Platform provided in non-human readable form;
      7. remove or obscure any proprietary notices or labels on the Pocketed Enterprise Platform, including brand, copyright, trademark and patent or patent pending notices;access or use the Pocketed Enterprise Platform for the purpose of building a similar or competitive product or service;
      8. perform any vulnerability, penetration or similar testing of the Pocketed Enterprise Platform; or
      9. access or use Pocketed Enterprise Platform beyond the extent of the type and quantity of the access rights granted to the Customer in this Pocketed Enterprise Platform Agreement.
   4. Suspension of Access; Modifications. Pocketed may from time to time and in its reasonable discretion, without limiting any of its other rights or remedies at law or in equity, under this Pocketed Enterprise Platform Agreement suspend Customer’s access to or use of the Pocketed Enterprise Platform or any component thereof for reasons including but not limited to: (a) due to Customer’s breach of Section 1(c) (Restrictions); (b) if there is an Emergency Security Issue; and (d) to make any modifications, improvements, customizations, updates and enhancements to the Pocketed Enterprise Platform. For the purposes of this Section, “Emergency Security Issue” means Customer or its Permitted Users’ use of the Pocketed Enterprise Platform in violation of this Pocketed Enterprise Platform Agreement, including but not limited to unauthorised third party access to the Pocketed Enterprise Platform through Customer, which is likely to cause a material disruption to other customers or their end user customers’ use of the Pocketed Enterprise Platform or Pocketed’s network or servers used to provide the Pocketed Enterprise Platform.
2. Fees 
   
   1. Fees. Customer will pay to Pocketed the Fees set forth in the Sign-Up Form. All Fees are non-refundable and non cancellable by Customer. Pocketed may invoice Customer, and Customer will pay to Pocketed, all Fees and other amounts set forth in the Sign-Up Form. All Fees under this Agreement are due upon the Effective Date. All Fees have a payment term of net 30 days from the invoice date unless stated otherwise in the Sign-Up Form.
   2. Taxes. The Fees, amounts or rates related to third party’s hardware, do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes (collectively “Taxes”). Customer will be responsible for and pay all applicable Taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than Taxes based on the net income or profits of Pocketed.
3. Term and Termination
   
   1. Term. This Agreement will commence on the Effective Date and remain in effect until the End Date set forth in the Sign-Up Form (the “Term“), unless terminated earlier by either party as permitted herein. The Term of this Agreement may be extended my mutual written agreement.
   2. Termination. Either party may terminate this Pocketed Enterprise Platform Agreement upon written notice to the other party.
   3. Effect of Termination. Unless otherwise specified in this Agreement, upon any expiration or termination of this Agreement:
      
      1. Customer will immediately lose all access to the Pocketed Enterprise Platform; 
      2. Each party will return or destroy the other party’s Confidential Information; 
      3. Customer will attend any remaining feedback schedules upon request by Pocketed; and  
      4. If the Pocketed Enterprise Platform Agreement is terminated by Pocketed prior to the End Date, Pocketed will reimburse Customer for a pro-rated amount of the Fees calculated as of the date of termination. In the event the Pocketed Enterprise Platform Agreement is terminated by Customer prior to the End Date, Customer will not be entitled to any refund or reimbursement of the Fees.  
   4. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 4 (Intellectual Property), Section 5 (Confidentiality), Section 6 (Representations and Warranties), Section 7 (Indemnification), Section 8  (Limitation on Liability), Section 9 (General); Section 3(c) (Effect of Termination), and this Section 3(d) (Survival).  
4. Intellectual Property  
   
   1. License for use of user submission and data. Customer grants to Pocketed and its service providers, and each of their respective licensees, successors and assigns, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that they load, transmit to or enter into, or that Pocketed collects from, the Pocketed Enterprise Platform (collectively, “User Data“): (i) to develop, enhance and make available the Pocketed Enterprise Platform and Pocketed’s other products and services; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data“). Pocketed and its service providers are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.  
   2. Loss of User Data. To the extent permitted by applicable law, Pocketed will not be liable for any failure to store, or for loss or corruption of User Data. Pocketed reserves the right to remove, edit, limit, or block access to the User Data at any time and from time to time, and to disable or terminate Customer’s account in its sole discretion for any or no reason, including any violation of any provision of this Pocketed Enterprise Platform Agreement. Pocketed has no obligation to display or review any User Data.  
   3. Deliverables and Intellectual Property. All intellectual property and rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, trade secrets, know-how and other Confidential Information, industrial designs, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works, moral rights and all other rights (collectively, “Intellectual Property“) in and to the Deliverables and Pocketed Enterprise Platform will be owned by Pocketed. As used in this Pocketed Enterprise Platform Agreement, “Deliverables” means all documents, work product, and other materials that are delivered to Customer or prepared by or on behalf of Pocketed pursuant to this Pocketed Enterprise Platform Agreement. The Pocketed Enterprise Platform and all materials provided by Pocketed hereunder are made available or licensed and not “sold” to Customer. 
   4. Third Party Licenses. The Pocketed Enterprise Platform may include software, content, data or other materials, including related documentation, that are owned by third parties and that are provided to Customer on license terms that are in addition to or different from those contained in this Pocketed Enterprise Platform Agreement (“Third-Party Licenses“). Customer is bound by and will comply with all Third-Party Licenses. Any breach by Customer of any Third-Party License is also a breach of this Pocketed Enterprise Platform Agreement. 
   5. Feedback. Customer will attend feedback meetings on the schedule set out in the Sign-Up Form and as otherwise agreed to between the parties. By submitting suggestions, comments or other feedback (the “Feedback“) to Pocketed, Customer acknowledges and agrees that: (i) the Feedback does not contain confidential or proprietary information and Pocketed is under no obligation of confidentiality with respect to the Feedback; and (ii) Pocketed will be entitled to use, disclose or otherwise exploit such Feedback for any purpose, in any way, in any manner, and without consent of or accounting or compensation of any kind to Customer. Pocketed has no obligation to use any Feedback. Pocketed will be entitled to distribute, publish and otherwise use test results, Feedback, information and written or verbal evaluations as we determine, at its sole discretion. 
5. Confidentiality 
   
   1. Confidential Information. Each party (“Receiving Party“) may have access to information (in any form) that relates to the past, present, and future software, research and development, business activities, customers, suppliers, products, services, or technical knowledge, of the other party (“Disclosing Party“) which is identified by the Disclosing Party as confidential or which a reasonable person would understand to be confidential (the “Confidential Information“). Where Disclosing Party is Pocketed, Pocketed’s Confidential Information includes its Intellectual Property and any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations thereto.  
   2. Confidentiality Covenant. Receiving Party will maintain the confidentiality of Disclosing Party’s Confidential Information and will not disclose any such Confidential Information without the prior written consent of Disclosing Party, except to an employee, agent, professional advisor or a subcontractor who needs to know such information in connection with the performance of Receiving Party’s obligations or receiving the benefits of this Agreement, and provided that such employee, agent, professional advisor or subcontractor is bound by confidentiality provisions at least as restrictive as those set out herein. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to the extent necessary pursuant to applicable federal, state, provincial or local law, regulation, court order or other legal or regulatory process having jurisdiction, provided that Receiving Party has given Disclosing Party prior notice of such required disclosure (if permitted by law) and has given the Disclosing Party an opportunity to contest such required disclosure. 
   3. Exceptions. Notwithstanding Section 5(a), Confidential Information does not include information that: (i) is already known or independently developed by Receiving Party without access to or use of Disclosing Party’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Receiving Party; or (iii) information received by the Receiving Party from a third party who was free to disclose it without confidentiality obligations.  
6. Representations and Warranties 
   
   1. Mutual Representations. Each party represents, warrants, and covenants that it has full power and all necessary rights to enter into this Agreement. 
   2. No Warranties. CUSTOMER ACKNOWLEDGES THAT POCKETED ENTERPRISE PLATFORM IS BEING PROVIDED FOR BETA TESTING PURPOSES ONLY AND THAT THE DISCLAIMER AND LIMITATION OF LIABILITY IN THE AGREEMENT AND THESE POCKETED ENTERPRISE PLATFORM AGREEMENT REFLECT A FAIR APPORTIONMENT OF LIABILITY. POCKETED DOES NOT WARRANT THAT THE POCKETED ENTERPRISE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE POCKETED ENTERPRISE PLATFORM. THE POCKETED ENTERPRISE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. POCKETED MAKES NO WARRANTIES UNDER THIS POCKETED ENTERPRISE PLATFORM AGREEMENT WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, INFORMATION OR OTHER PRODUCTS EMBEDDED IN OR INCLUDED WITH THE POCKETED ENTERPRISE PLATFORM OR FURNISHED TO CUSTOMER BY POCKETED. 
   3. Disclaimer. POCKETED HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL, OR STATUTORY WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 
7. Indemnification by Customer 
   
   1. Customer will defend, indemnify and hold harmless Pocketed, and its officers, directors, employees and agents  (“Pocketed Indemnitee“) from and against any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses“), incurred by a Pocketed Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (“Action“) by a third party that arise from or relate to: (a) Customer’s breach of this Agreement; (b) unauthorized use of the Pocketed Enterprise Platform by Customer or any Permitted User; (c) User Data; (d) a third party’s product, software, hardware, data, or processes; or (e) use of the use of the Pocketed Enterprise Platform (or any part thereof) by Customer or any Permitted User in combination with any third party software, hardware, application or service not provided by Pocketed or made available pursuant to this Agreement. Customer will fully cooperate with Pocketed in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Pocketed.  
8. Limitation on Liability 
   
   1. No Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.  
   2. Liability Cap. EXCLUDING ANY INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED (INCLUDING IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE)), EXCEED THE FEES ACTUALLY PAID TO POCKETED IN CONNECTION WITH THIS AGREEMENT. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. 
9. General 
   
   1. Subcontractors. Pocketed may engage third parties including but not limited to its subprocessors to assist it in providing the Pocketed Enterprise Platform, any part thereof. 
   2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Pocketed Enterprise Platform Agreement must be in writing and addressed to the other party and sent be to the address in the Sign-Up Form.  
   3. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the parties with respect to the subject matter of this Agreement.  
   4. No third-party beneficiaries. This Pocketed Enterprise Platform Agreement benefits solely the Customer and Pocketed and their respective permitted successors and assigns and nothing in this Pocketed Enterprise Platform Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Pocketed Enterprise Platform Agreement.  
   5. Governing Law. This Agreement shall be construed and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. The parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, Pocketed may seek injunctive relief with respect to a violation of Pocketed’s intellectual property rights in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  
   6. Assignment. Customer shall not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Pocketed. Any purported assignment or delegation by the Customer in violation of this Section will be null and void. Pocketed may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. This Agreement enures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.  
   7. Severability. In the event that any of the provision of this Agreement is held to be invalid or unenforceable to any extent, then the remainder of the provisions will have full force and effect. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby.  
   8. Independent Contractors. Pocketed’s relationship to the Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that it has, any authority to act on behalf of or bind the other party.  
   9. Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.  
   10. Counterparts. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.  
10.  Disclaimer
    

Pocketed is an independent entity that provides the Services to Customers. Customer acknowledges and understands that Pocketed is not affiliated with or owned by any granting entity, including the Government of Canada, the Trade Commissioner Service, federal or provincial governments, or any other government agency. The Services are provided separately from, and are unrelated to, any services that may be provided by the Government of Canada. Customers should always conduct their own research and due diligence on the granting entity before applying for or accepting any grant.