TERMS AND CONDITIONS:

This Terms of Service Agreement (this “Agreement“) is a binding contract between you (“Customer“, “you“, or “your“) and A.L.E. Technologies Inc. (“A.L.E. Technologies“, “we“, or “us“). This Agreement governs your access to and use of the Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON OR BY ACCESSING OR USING THE SERVICES (the “Effective Date“). BY CLICKING ON THE “I ACCEPT” BUTTON OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions.

“Aggregated Statistics” has the meaning set forth in Section 2(f).“App” means the downloadable software application that A.L.E. Technologies makes available for access to the Services.“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services.“Documentation” means A.L.E. Technologies’ user manuals, handbooks, and guides relating to the Services provided by A.L.E. Technologies to Customer either electronically or in hard copy form.“A.L.E. Technologies IP” means the Services, the Documentation, the App, and all intellectual property provided to Customer in connection with the foregoing. For the avoidance of doubt, A.L.E. Technologies IP includes Aggregated Statistics and any information, data, or other content derived from A.L.E. Technologies’ monitoring of Customer’s access to or use of the Services, but does not include Customer Data.“Services” means the services provided by A.L.E. Technologies under this Agreement that are detailed on A.L.E. Technologies’ website and that are provided through the App. While the Services help facilitate communication with policing or security services, A.L.E. Technologies does not itself provide policing or security services.“Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

2. Access and Use.

Location of Customer Data. You acknowledge and agree that A.L.E. Technologies’ servers and Customer Data may be located on servers inside or outside of Canada, including in nations that may have different laws than Canada.Provision of Access. Subject to and conditioned on your compliance with all terms and conditions of this Agreement, A.L.E. Technologies hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your personal use or internal business operations in accordance with the terms and conditions herein. A.L.E. Technologies shall provide you the necessary passwords and access credentials to allow you to access the Services.Documentation License. Subject to the terms and conditions contained in this Agreement, A.L.E. Technologies hereby grants you a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for your personal use or internal business purposes in connection with the use of the Services.Downloadable Software. A.L.E. Technologies grants you a non-transferable, non-exclusive, non-assignable, limited right to use the App to access the Services for your personal use or internal business use, and for no other purpose. Any Third-Party Products that consist of downloadable software are subject to the terms of Section 3(d).Use Restrictions. You shall not, and shall not permit any other person to, use the Services, the App, any other software component of the Services, or the Documentation for any purposes beyond the scope of the access and/or licenses granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any other person to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, the Documentation, or any other A.L.E. Technologies IP, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, Documentation, or App except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, including without limitation the App, in whole or in part; (iv) remove any proprietary notices from the Services, App, or Documentation; or (v) use the Services, App, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule, including applicable privacy legislation.Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, A.L.E. Technologies may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by A.L.E. Technologies in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics“). As between A.L.E. Technologies and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by A.L.E. Technologies. You acknowledge that A.L.E. Technologies may compile Aggregated Statistics based on Customer Data input into the Services. You agree that A.L.E. Technologies may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.Reservation of Rights. A.L.E. Technologies reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the A.L.E. Technologies IP.Suspension. Notwithstanding anything to the contrary in this Agreement, A.L.E. Technologies may temporarily suspend Customer’s access to any portion or all of the Services if: (i) A.L.E. Technologies reasonably determines that (A) there is a threat or attack on any of the A.L.E. Technologies IP; (B) Customer’s use of the A.L.E. Technologies IP disrupts or poses a security risk to the A.L.E. Technologies IP or to any other customer or vendor of A.L.E. Technologies; (C) Customer is using the A.L.E. Technologies IP for fraudulent or illegal activities; or (D) A.L.E. Technologies’ provision of the Services to Customer is prohibited by applicable law; or (ii) any vendor of A.L.E. Technologies has suspended or terminated A.L.E. Technologies’ access to or use of any third-party services or products required to enable Customer to access the Services (any such suspension described in subclause (i), or (ii), a “Service Suspension”). A.L.E. Technologies will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.

3. Customer Responsibilities.

Account Use. You are responsible and liable for all uses of the Services, the App, and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of any person who you permit to use the Services, the App, or the Documentation, and any act or omission by such a person that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you.Customer Data. You hereby grant to A.L.E. Technologies a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for A.L.E. Technologies to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

4. Privacy Policy.

A.L.E. Technologies complies with its privacy policy available on its website, in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

5. Intellectual Property Ownership; Feedback.

As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and the A.L.E. Technologies IP and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

6. Limited Warranty and Warranty Disclaimer.

Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Services and the App are in compliance with all applicable laws. You warrant that all information that you provide to and through the Services is true and correct.

THE APP AND THE SERVICES ARE PROVIDED “AS IS” AND A.L.E. TECHNOLOGIES SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. A.L.E. TECHNOLOGIES SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. A.L.E. TECHNOLOGIES MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

7. Indemnification.

Customer Indemnification. Customer shall indemnify, hold harmless, and, at A.L.E. Technologies’ option, defend A.L.E. Technologies and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses arising from or relating to any third-party claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; (ii) based on Customer’s negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement; (iii) any breach of Customer’s warranties under sections 6(a); and (iv) any willful act or omission of Customer; provided that Customer may not settle any third-party claim against A.L.E. Technologies unless A.L.E. Technologies consents to such settlement, and further provided that A.L.E. Technologies will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.

8. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL A.L.E. TECHNOLOGIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER A.L.E. TECHNOLOGIES WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL A.L.E. TECHNOLOGIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED $100.

9. Term and Termination.

Term. The term of this Agreement begins on the date A.L.E. Technologies notifies Customer it can access the Services and continues until terminated.Termination. In addition to any other express termination right set forth in this Agreement, either party may terminate this Agreement, for any reason, immediately upon notice.Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the A.L.E. Technologies IP.Survival. This Section 9(d), Section 7, and Section 8, and any other right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context, is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

10. Modifications.

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting on our website. We will take reasonable efforts to notify you of material modifications through direct email communication at your last email address on file with us for your account. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. A.L.E. Technologies will provide 30 days’ advance notice of changes to any service level that A.L.E. Technologies reasonably anticipates may result in a material reduction in quality or services.

11. Dispute Resolution.

If any dispute or controversy arises between you and A.L.E. Technologies relating to or arising from this Agreement or the relationship between you and A.L.E. Technologies (a “Dispute”), the Dispute will be resolved in accordance with this Section 11.

YOU AND A.L.E. TECHNOLOGIES HEREBY EXPRESSLY WAIVE THE RIGHT TO ANY TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT. YOU AND A.L.E. TECHNOLOGIES EACH AGREE THAT CLAIMS WILL ONLY BE BROUGHT IN YOUR AND A.L.E. TECHNOLOGIES’ INDIVIDUAL CAPACITIES AND NEITHER OF YOU NOR A.L.E. TECHNOLOGIES WILL BRING A CLAIM AS A PART OF A CLASS, WHETHER AS LEAD PLAINTIFF, MEMBER, REPRESENTATIVE, OR OTHERWISE.

Negotiation. Before resorting to arbitration, each of you and A.L.E. Technologies will attempt to resolve the Dispute through negotiation, which negotiation may be conducted electronically or virtually at the request of either party. The complaining party (the “Complainant”) will first provide the other party (the “Respondent”) with a written notice of the dispute (a “Notice of Dispute”). The Notice of Dispute will include (i) the full legal name and contact information of the Complainant, (ii) describe the nature and basis of the claim or dispute in detail, and (iii) set out the specific relief that the Complainant is seeking. If A.L.E. Technologies is the Complainant, A.L.E. Technologies will send any Notice of Dispute to your last email address that you provided to A.L.E. Technologies. If you are the complainant, you will send the Notice of Dispute to the address of our headquarters. The effective date of the Notice of Dispute will be the day that A.L.E. Technologies receives it, if sent to A.L.E. Technologies, or the day that A.L.E. Technologies sends it by email if sent to you.

Binding Arbitration. If you and A.L.E. Technologies are unable to come to a negotiated agreement within 30 days of the effective date of the Notice of Dispute, the Dispute will be finally and conclusively resolved by binding arbitration under the Arbitration Rules of the ADR Institute of Canada. The seat of arbitration will be in Ontario, Canada, and the arbitration may be conducted virtually at the request of either party. The language of the arbitration will be English. The arbitrator will be selected in accordance with the Arbitration Rules, and will be a former judge of Ontario or a senior lawyer licensed to practice law in Ontario and experienced in commercial disputes. There will be no appeal from the decision of an arbitrator except on a question of law. Costs of the arbitrator shall be determined by the arbitrator consistently with costs practice in the Superior Court of Justice in Ontario. To the maximum extent permitted by law, each arbitration shall be individually between two parties at a time, and no arbitrations shall be combined so as to form a class arbitration.

Enforceability/Law. Any question that must be put to a court pertaining to a Dispute shall be put to the courts of Ontario located in Ontario or the Federal courts of Canada. If this Section 11 is found to be unenforceable in whole or in part, then the exclusive jurisdiction and venue provisions of Sections 12 and 13 shall govern. Any party may obtain an order reflecting a decision or order of the arbitrator in any court of competent jurisdiction.

12. Governing Law.

This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

13. Choice of Forum.

Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement that are not resolved in accordance with Section 11 shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

14. Miscellaneous.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent, and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.