Terms of Use

The following “User License Agreement” (“Agreement”) governs your use of the software and services provided by Otto Optical Systems Inc. (and its subsidiaries) also known as Otto Optics. This is a legal agreement between you(“Subscriber”) and Otto Optics (“Provider”) and incorporates the Privacy Policy and the attached Exhibits. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of thisAgreement. 

Provider and Subscriber may be referred to herein collectively as the “Parties”or individually as a “Party.”

‍WHEREAS, Provider provides access to the Services described in Exhibit A to itsSubscribers;

‍AND WHEREAS, Subscriber desires to access the Services, and Providerdesires to provide Subscriber access to the Services, subject to the terms andconditions of this Agreement.

‍NOW, THEREFORE, in consideration of the mutual covenants, terms, andconditions set forth herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Parties agree asfollows:

‍1. Definitions
‍(a)“Aggregated Statistics” means data and information related to Subscriber’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
(b) “Agreement” shall mean this entire User License Agreement and incorporates by reference thePrivacy Policy located at and the attached Exhibits
·      ExhibitA – Otto Optics Services Description 
·       Exhibit B – Otto Optics Support andService Levels
(c)“Authorized User” means Subscriber’s employees, consultants,contractors, and agents; 
(i)who are authorized by Subscriber to access and use the Services under therights granted to Subscriber pursuant to this Agreement; and 
(ii)for whom access to the Services has been purchased hereunder.
(d)“Confidential Information” has the meaning set forth in Section 6, and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises. 
(e)“Subscriber 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 Subscriber or an Authorized User through the Services.
(f)“Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to Subscriber either electronically or in hard copy form/end user documentation relating to the Services.(g) “EffectiveDate” means the first day upon which the commencement of services begins of a new subscription term. Where a Subscriber has had multiple subscription terms, and/or a breakage of services, the effective date for the purposes of the protection of confidentiality will be deemed to be the first date of the commencement of services of the most recent subscription period on record. For greater clarity, this agreement is deemed to be effective, immediately upon the commencement of services. 
(h)“Feedback” has the meaning set forth in Section 7(c)
(i)“Fees” has the meaning set forth in Section 5(a).
(j)“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
(k)“Initial Term” has the meaning set forth in Section 11(a).
(l)“Losses” has the meaning set forth in Section 9(a)(i).
(m)“Notice” has the meaning set forth in Section 12(c).
(n) “Personal Health Information” means health information about an individual that identifies the specific individual; that may be used or manipulated by a reasonably foreseeable method to identify the individual; or that may be linked by a reasonably foreseeable method to other information that identifies the individual, or as otherwise defined by the Personal Health Information Protection Act, 2004, SO 2004.
(o)“Primary Subscriber” shall mean the Subscriber who initiated theServices offered by the Provider and is assumed by the Provider to have the sole authority to administer the subscription. 
(p)“Provider IP” means the Services, the Documentation, and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property provided to Subscriber orany Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, orother content derived from Provider’s monitoring of Subscriber’s access to oruse of the Services, but does not include Subscriber Data.
(q)“Renewal Term” has the meaning set forth in Section 11(a).
(r)“Service Suspension” has the meaning set forth in Section 2(e).
(s)“Services” means the software-as-a-service offering described in Exhibit A.
(t) “Subscriber” shall refer to the purchaser of the Services provided by the Provider and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to acton your behalf.
(u)“Term” has the meaning set forth in Section 11(a).
(v)“Third-Party Claim” has the meaning set forth in Section 9(a)(i).
(w)“Third-Party Products” means any third-party products described in Exhibit A provided with or incorporated into the Services.

‍2. Access and Use
‍(a) Provision of Access. Subject to and conditioned on Subscriber’s payment of Fees and compliance with all other terms and conditions of thisAgreement, Provider hereby grants Subscriber a non-exclusive, non-transferable (except in compliance with Section 12(j)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Subscriber’s internal use.Provider shall provide to Subscriber the necessary passwords and network links or connections to allow Subscriber to access the Services. The total number ofAuthorized Users will not exceed the number set forth in Exhibit A, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Subscriber anon-exclusive, non-sublicenseable, non-transferable (except in compliance withSection 12(j)) license to use the Documentation during the Term solely forSubscriber’s internal business purposes in connection with its use of theServices.
(c) Use Restrictions. Subscriber shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Subscriber shall not at any time, directly or indirectly, and shall not permit anyAuthorized Users to: 
(i)copy, modify, or create derivative works of the Services or Documentation, in whole or in part; 
(ii)rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; 
(iii)reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole orin part; 
(iv)remove any proprietary notices from the Services or Documentation; or 
(v)use the Services 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.
(d) Reservation of Rights. Provider reserves all rights not expressly granted to Subscriber in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in thisAgreement grants, by implication, waiver, estoppel, or otherwise, to Subscriber or any third party any intellectual property rights or other right, title, orinterest in or to the Provider IP.
(e) Suspension. Notwithstanding anything to the contrary in thisAgreement, Provider may temporarily suspend Subscriber’s and any AuthorizedUser’s access to any portion or all of the Services if: 
(i)Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP, (B) Subscriber’s or any Authorized User’s use of the ProviderIP disrupts or poses a security risk to the Provider IP or to any otherSubscriber or vendor of Provider, (C) Subscriber, or any Authorized User, isu sing the Provider IP for fraudulent or illegal activities, (D) subject to applicable Law, Subscriber has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Provider’s provision ofthe Services to Subscriber or any Authorized User is prohibited by applicable law; 
(ii)any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Subscriber to access the Services; or
(iii) in accordance with Section 5(a) (any such suspension described in sub clause (i), (ii); or (iii),a “Service Suspension”. Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Subscriber and to provide updates regarding resumption of access to the Services following anyService Suspension. Provider shall use commercially reasonable efforts toresume providing access to the Services as soon as reasonably possible afterthe event giving rise to the Service Suspension is cured. Provider will have noliability for any damage, liabilities, losses (including any loss of data orprofits), or any other consequences that Subscriber or any Authorized User mayincur as a result of a Service Suspension.
(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Subscriber’s use of the Services and collect and compile Aggregated Statistics. As between Provider and Subscriber, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Subscriber acknowledges that Provider may compile Aggregated Statistics based on Subscriber Data input into the Services. Subscriber agrees that Provider 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 Subscriber or Subscriber’s Confidential Information.

‍3. Subscriber Responsibilities
‍(a) General. Subscriber is responsible and liable for all uses ofthe Services and Documentation resulting from access provided by Subscriber, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing,Subscriber is responsible for all acts and omissions of Authorized Users, andany act or omission by an Authorized User that would constitute a breach ofthis Agreement if taken by Subscriber will be deemed a breach of this Agreementby Subscriber. Subscriber shall use all reasonable efforts to make allAuthorized Users aware of this Agreement’s provisions as applicable to suchAuthorized User’s use of the Services and shall cause Authorized Users tocomply with such provisions.
(b) Third-Party Products. Provider may from time to time makeThird-Party Products available to Subscriber. For purposes of this Agreement,such Third-Party Products are subject to their own terms and conditions and theapplicable flow through provisions referred to in Exhibit A. If Subscriberdoes not agree to abide by the applicable terms for any such Third-PartyProducts, then Subscriber should not install or use such Third-Party Products.

‍4. Service Levels and Support
‍(a) Service Levels. Subject to the terms and conditions of thisAgreement, Provider shall use commercially reasonable efforts to make theServices available in accordance with the service levels set out in EXHIBIT B.

‍5. Fees and Payment
‍(a) Fees. Subscriber shall pay Provider the fees (“Fees“) asset forth in Exhibit A without off-set or deduction. Fees will be deducted fromthe total of transaction to which they apply. If Subscriber fails to make anypayment when due, without limiting Provider’s other rights and remedies: 
(i)Provider may charge interest on the past due amount at the rate of six percent(6%) per annum or, if lower, the maximum amount permitted under applicable Law; 
(ii)Subscriber shall reimburse Provider for all reasonable costs incurred byProvider in collecting any late payments or interest, including legal fees,court costs, and collection agency fees; and 
(iii)if such failure continues for ten (10) days or more, Provider may suspendSubscriber’s and its Authorized Users’ access to any portion or all of theServices until such amounts are paid in full.
(b) Taxes. All Fees and other amounts payable by Subscriber underthis Agreement are exclusive of taxes and similar assessments. Subscriber isresponsible for all harmonized sales tax (HST), provincial sales tax (PST),goods and services tax (GST), value added tax, use and excise taxes, and anyother similar taxes, duties, and charges of any kind imposed by any federal,provincial, territorial, or local governmental entity on any amounts payable bySubscriber hereunder, other than any taxes imposed on Provider’s income.
(c) Auditing Rights and Required Records. Subscriber agrees tomaintain complete and accurate records in accordance with generally acceptedaccounting principles during the Term and for a period of two (2) years afterthe termination or expiration of this Agreement with respect to matters necessaryfor accurately determining amounts due hereunder. Provider may, at its ownexpense, on reasonable prior notice, periodically inspect and auditSubscriber’s records with respect to matters covered by this Agreement, providedthat if such inspection and audit reveals that Subscriber hasunderpaid Provider with respect to any amounts due and payable during the Term, Subscriber shall promptly pay the amounts necessary to rectify suchunderpayment, together with interest in accordance with Section5(a). Subscriber shall pay for the costs of the audit if the auditdetermines that Subscriber’s underpayment equals or exceeds twenty-five percent(25%) for any quarter. Such inspection and auditing rights will extend throughoutthe Term of this Agreement and for a period of two (2) years after thetermination or expiration of this Agreement.
(d) Guarantee. If Subscriber provides written notification of its intentto close its account within ninety (90) days of the creation of the account,Provider agrees to refund any subscription fees paid by Subscriber up to thatdate.

‍6. Confidential Information 
(a)From time to time during the Term, either Party may disclose or make availableto the other Party information about its business affairs, products,confidential intellectual property, trade secrets, third-party confidentialinformation, and other sensitive or proprietary information, whether orally orin written, electronic, or other form or media/in written or electronic form ormedia, that is/and whether or not marked, designated, or otherwise identifiedas “confidential” (collectively, “Confidential Information“).Confidential Information does not include information that, at the time ofdisclosure is: 
(i)in the public domain; 
(ii)known to the receiving Party at the time of disclosure; 
(iii)rightfully obtained by the receiving Party on a non-confidential basis from athird party; or 
(iv)independently developed by the receiving Party. 
(b)The receiving Party shall not disclose the disclosing Party’s ConfidentialInformation to any person or entity, except to the receiving Party’s employeeswho have a need to know the Confidential Information for the receiving Party toexercise its rights or perform its obligations hereunder. 
(c)Notwithstanding the foregoing, each Party may disclose Confidential Informationto the limited extent required
(i)in order to comply with the order of a court or other governmental body, or asotherwise necessary to comply with applicable law, provided that theParty making the disclosure pursuant to the order shall first have givenwritten notice to the other Party and made a reasonable effort to obtain aprotective order; or 
(ii)to establish a Party’s rights under this Agreement, including to make requiredcourt filings. On the expiration or termination of the Agreement, the receivingParty shall promptly return to the disclosing Party all copies, whether inwritten, electronic, or other form or media, of the disclosing Party’sConfidential Information, or destroy all such copies and certify in writing tothe disclosing Party that such Confidential Information has been destroyed.Each Party’s obligations of non-disclosure with regard to ConfidentialInformation are effective as of the Effective Date and will expire ten (10)years from the date first disclosed to the receiving Party; provided,however, with respect to any Confidential Information that constitutes atrade secret (as determined under applicable law), such obligations ofnon-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secretprotection under applicable law.

‍7. Intellectual Property Ownership andFeedback
‍(a) Provider IP. Subscriber acknowledges that, as betweenSubscriber and Provider, Provider owns all right, title, and interest,including all intellectual property rights, in and to the Provider IP and, withrespect to Third-Party Products, the applicable third-party providers own allright, title, and interest, including all intellectual property rights, in andto the Third-Party Products.
(b) Subscriber Data. Provider acknowledges that, as betweenProvider and Subscriber, Subscriber owns all right, title, and interest,including all intellectual property rights, in and to the Subscriber Data.Subscriber hereby grants to Provider a non-exclusive, royalty-free, worldwidelicense to reproduce, distribute, and otherwise use and display the SubscriberData and perform all acts with respect to the Subscriber Data as may benecessary for Provider to provide the Services to Subscriber, and a non-exclusive,perpetual, irrevocable, royalty-free, worldwide licence to reproduce,distribute, modify, and otherwise use and display Subscriber Data incorporatedwithin the Aggregated Statistics.
(c) Feedback. If Subscriber or any of its employees or contractorssends or transmits any communications or materials to Provider by mail, email,telephone, or otherwise, suggesting or recommending changes to the Provider IP,including without limitation, new features or functionality relating thereto,or any comments, questions, suggestions, or the like (“Feedback“),Provider is free to use such Feedback irrespective of any other obligation orlimitation between the Parties governing such Feedback. Subscriber herebyassigns to Provider on Subscriber’s behalf, and on behalf of its employees,contractors and/or agents, all right, title, and interest in, and Provider isfree to use, without any attribution or compensation to any party, any ideas,know-how, concepts, techniques, or other intellectual property rights containedin the Feedback, for any purpose whatsoever, although Provider is not requiredto use any Feedback.

‍8. Limited Warranty and Warranty Disclaimer
‍(a)Provider warrants that the Services will conform in all material respects tothe service levels set forth in Exhibit B when accessed and used in accordancewith the Documentation. Provider does not make any representations orguarantees regarding uptime or availability of the Services unless specificallyidentified in Exhibit B. The remedies set forth in Exhibit B are Subscriber’ssole remedies and Provider’s sole liability under the limited warranty setforth in this Section 8(a). The foregoing warranty does not apply, and providerstrictly disclaims all warranties, with respect to any third-party products.
(b)Except for the limited warranty set forth in section 8(a), the provider IP isprovided “as is” and provider hereby disclaims all warranties and conditions,whether express, implied, statutory, or otherwise. Provider specificallydisclaims all implied warranties and conditions of merchantability, fitness fora particular purpose, title, and non-infringement, and all warranties arisingfrom course of dealing, usage, or trade practice. Except for the limitedwarranty set forth in section 8(a), provider makes no warranty of any kind thatthe provider IP, or any products or results of the use thereof, will meetSubscriber’s or any other person’s requirements, operate without interruption,achieve any intended result, be compatible or work with any software, system,or other services, or be secure, accurate, complete, free of harmful code, orerror free.

‍9. Indemnification
‍(a) Provider Indemnification. 
(i)Provider shall indemnify, defend, and hold harmless Subscriber from and againstany and all losses, damages, liabilities, costs (including reasonable legalfees) (“Losses“) incurred by Subscriber resulting from any third-partyclaim, suit, action, or proceeding (“Third-Party Claim“) that theServices, or any use of the Services in accordance with this Agreement,infringes or misappropriates such third party’s Canadian intellectual propertyrights/Canadian patents, trade-marks, copyrights, or trade secrets, providedthat Subscriber promptly notifies Provider in writing of the claim,cooperates with Provider, and allows Provider sole authority to control thedefense and settlement of such claim. 
(ii)If such a claim is made or appears possible, Subscriber agrees to permitProvider, at Provider’s sole discretion, to (A) modify or replace the Services,or component or part thereof, to make it non-infringing, or (B) obtain theright for Subscriber to continue use. If Provider determines that neitheralternative is reasonably available, Provider may terminate this Agreement, inits entirety or with respect to the affected component or part, effectiveimmediately on written notice to Subscriber. 
(iii)This Section 9(a) will not apply to the extent that the alleged infringementarises from: (A) use of the Services in combination with data, software,hardware, equipment, or technology not provided by Provider or authorized byProvider in writing; (B) modifications to the Services not made by Provider; or(C) Subscriber Data; or (D) Third-Party Products.
(b) Subscriber Indemnification. Subscriber shall indemnify, holdharmless, and, at Provider’s option, defend Provider from and against anyLosses resulting from any Third-Party Claim that the Subscriber Data, or anyuse of the Subscriber Data in accordance with this Agreement, infringes ormisappropriates such third party’s Canadian intellectual property rights andany Third-Party Claims based on Subscriber’s or any Authorized User’s 
(i)negligence or willful misconduct; 
(ii)use of the Services in a manner not authorized by this Agreement; 
(iii)use of the Services in combination with data, software, hardware, equipment ortechnology not provided by Provider or authorized by Provider in writing; or 
(iv)modifications to the Services not made by Provider, provided that Subscribermay not settle any Third-Party Claim against Provider unless Provider consentsto such settlement, and further provided that Provider willhave the right, at its option, to defend itself against any such Third-PartyClaim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. This section 9 sets forth Subscriber’s soleremedies and provider’s sole liability and obligation for any actual,threatened, or alleged claims that the services infringe, misappropriate, orotherwise violate any intellectual property rights of any third party. In noevent will provider’s liability under this section 9 exceed $1,000 CAD.

‍10. Limitations of Liability
‍(a)In no event will provider be liable under or in connection with this agreementunder any legal or equitable theory, including breach of contract, tort(including negligence), strict liability, and otherwise, for any: 
(i)consequential, incidental, indirect, exemplary, special, aggravated, orpunitive damages; 
(ii)increased costs, diminution in value, or lost business, production, revenues,or profits; 
(iii)loss of goodwill or reputation; 
(iv)use, inability to use, loss, interruption, delay or recovery of any data, orbreach of data or system security; or 
(v)cost of replacement goods or services, in each case regardless of whetherprovider was advised of the possibility of such losses or damages or suchlosses or damages were otherwise foreseeable. 
(b)In no event will provider’s aggregate liability arising out of or related tothis agreement under any legal or equitable theory, including breach ofcontract, tort (including negligence), strict liability, and otherwise exceedthree times the total amounts paid and amounts accrued but not yet paid toprovider under this agreement in the two-year period preceding the event givingrise to the claim or $1,000, whichever is less.

‍11. Term and Termination
‍(a) Term. The initial term of this Agreement begins upon thecommencement of services, unless terminated earlier pursuant to thisAgreement’s express provisions, will continue in effect until terminated by thepart of the Subscriber from such date (the “Initial Term“).This Agreement will automatically renew for additional terms unless earlierterminated pursuant to this Agreement’s express provisions or either Partygives the other Party written notice of non-renewal at least THIRTY (30) daysprior to the expiration of the then-current term (each a “Renewal Term”and together with the Initial Term, the “Term“).
(b) Termination. In addition to any other express termination rightset forth in this Agreement:
(i)Provider may terminate this Agreement, effective on written notice toSubscriber, if Subscriber: (A) fails to pay any amount when due hereunder, andsuch failure continues more than TEN (10) days after Provider’s delivery ofwritten notice thereof; or (B) breaches any of its obligations under Section2(c) or Section 6; 
(ii)eitherParty may terminate this Agreement, effective on written notice to the otherParty, if the other Party materially breaches this Agreement, and such breach:(A) is incapable of cure; or (B) being capable of cure, remains uncured thirty(30) days after the non-breaching Party provides the breaching Party withwritten notice of such breach; or 
(iii)eitherParty may terminate this Agreement, effective immediately upon written noticeto the other Party, if the other Party: (A) becomes insolvent or is generallyunable to pay, or fails to pay, its debts as they become due; (B) files or hasfiled against it, a petition for voluntary or involuntary bankruptcy orotherwise becomes subject, voluntarily or involuntarily, to any proceedingunder any domestic or foreign bankruptcy or insolvency law; (C) makes or seeksto make a general assignment for the benefit of its creditors; or (D) appliesfor or has appointed a receiver, trustee, custodian, or similar agent appointedby order of any court of competent jurisdiction to take charge of or sell anymaterial portion of its property or business.
(c) Effect of Expiration or Termination. Upon expiration or earliertermination of this Agreement, Subscriber shall immediately discontinue use ofthe Provider IP and, without limiting Subscriber’s obligations under Section 6,Subscriber shall delete, destroy, or return all copies of the Provider IP andcertify in writing to the Provider that the Provider IP has been deleted ordestroyed. No expiration or termination will affect Subscriber’s obligation topay all Fees that may have become due before such expiration or termination, orentitle Subscriber to any refund.
(d) Survival. This Section 11(d) and Section 1, Section 5, Section6, Section 7, Section 8(b), Section 9, Section 10, and Section 12 shall surviveany termination or expiration of this Agreement. No other provisions of thisAgreement survive the expiration or earlier termination of this Agreement.

‍12. Miscellaneous
‍(a) Entire Agreement. This Agreement, together with any otherdocuments incorporated herein by reference and all related Exhibits,constitutes the sole and entire agreement of the Parties with respect to thesubject matter of this Agreement and supersedes all prior and contemporaneousunderstandings, agreements, and representations and warranties, both writtenand oral, with respect to such subject matter.
(b) Order of Precedence. In the event of any inconsistency betweenthe statements made in the body of this Agreement, the related Exhibits, andany other documents incorporated herein by reference, the following order ofprecedence governs: 
(i)first, this Agreement, excluding its Exhibits; 
(ii)second, the Exhibits to this Agreement as of the Effective Date; and 
(iii)third, any other documents incorporated herein by reference.
(c) Notices. All notices, requests, consents, claims, demands,waivers, and other communications hereunder (each, a “Notice“) must bein writing and addressed to the Parties at the addresses set forth on Exhibit Aof this Agreement (or to such other address that may be designated by the Partygiving Notice from time to time in accordance with this Section). Notices sentin accordance with this Section will be deemed effectively given: 
(i)when received, if delivered by hand, with signed confirmation of receipt; 
(ii)when received, if sent by a nationally recognized overnight courier, signaturerequired; 
(iii)when sent, if by facsimile or email (in each case, with confirmation oftransmission) if sent during the addressee’s normal business hours, and on thenext business day if sent after the addressee’s normal business hours; and 
(iv)on the seventh day after the date mailed by certified or registered mail by theCanada Post Corporation, return receipt requested, postage prepaid.
(d) Force Majeure. In no event shall Provider be liable toSubscriber, or be deemed to have breached this Agreement, for any failure ordelay in performing its obligations under this Agreement (except for anyobligations to make payments), if and to the extent such failure or delay iscaused by any circumstances beyond Provider’s reasonable control, including butnot limited to acts of God, epidemics, pandemics, including the 2019 novelcoronavirus disease (COVID-19) pandemic, flood, fire, earthquake, explosion,war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppagesor slowdowns or other industrial disturbances, or passage of law or any actiontaken by a governmental or public authority, including imposing an embargo.
(e) Amendments and Modifications. The Provider can modify theseTerms and Conditions at any time for any reason including but not limited tomaking changes: to reflect applicable law, to ensure better Otto Servicefunctionality, to update Otto Service features, and to modify service plans,payment terms, and pricing. Revisions to these Terms and Conditions will benotified to the Subscriber by the Provider via email notice to the most recentemail address on record. Continued use of this Service after changes have beenmade is an acceptance and consent to those changes. The Provider will notifythe Subscriber in advance of any material change to these terms and obtainconsent to any substantial changes to this agreement. The Subscriberacknowledges that they have read and understand (and agree to be bound by)these Terms and Conditions (as may be amended from time to time) when they usethe Otto Service. 
(f) Waiver. No waiver by any Party of any of the provisions hereofwill be effective unless explicitly set forth in writing and signed by theParty so waiving. Except as otherwise set forth in this Agreement, 
(i)no failure to exercise, or delay in exercising, any rights, remedy, power, orprivilege arising from this Agreement will operate or be construed as a waiverthereof, and 
(ii)no single or partial exercise of any right, remedy, power, or privilegehereunder will preclude any other or further exercise thereof or the exerciseof any other right, remedy, power, or privilege.
(g) Severability. If any provision of this Agreement is invalid,illegal, or unenforceable in any jurisdiction, such invalidity, illegality, orunenforceability will not affect any other term or provision of this Agreementor invalidate or render unenforceable such term or provision in any otherjurisdiction.
(h) Governing Law. This Agreement and all related documentsincluding all exhibits attached hereto, and all matters arising out of orrelating to this Agreement, whether sounding in contract, tort, or statute, aregoverned by, and construed in accordance with, the laws of the Province ofSASKATCHEWAN and the federal laws of Canada applicable therein, without givingeffect to any choice or conflict of law provision or rule (whether of theProvince of SASKATCHEWAN or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than those of the Province ofSASKATCHEWAN.
(i) Choice of Forum. Any legal suit, action, litigation, orproceeding of any kind whatsoever in any way arising out of, from or relatingto this Agreement, including all statements of work, exhibits, schedules,attachments, and appendices attached to this Agreement, the services providedhereunder, and all contemplated transactions, shall be instituted in the courtsof the Province of SASKATCHEWAN and each Party irrevocably submits to theexclusive jurisdiction of such courts in any such suit, action, litigation, orproceeding. Service of process, summons, notice, or other document by mail tosuch Party’s address set forth herein shall be effective service of process forany 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 suiton the judgment or in any other manner provided by law. The Parties irrevocablyand unconditionally waive any objection to the venue of any action orproceeding in such courts and irrevocably waive and agree not to plead or claimin any such court that any such action or proceeding brought in any such courthas been brought in an inconvenient forum.
(j) Assignment. Subscriber may not assign any of its rights ordelegate any of its obligations hereunder, in each case whether voluntarily,involuntarily, by operation of law or otherwise, without the prior writtenconsent of Provider, which consent shall not be unreasonably withheld,conditioned, or delayed. Any purported assignment or delegation in violation ofthis Section will be null and void. No assignment or delegation will relievethe assigning or delegating Party of any of its obligations hereunder. ThisAgreement is binding upon and inures to the benefit of the Parties and theirrespective permitted successors and assigns.
(k) Equitable Relief. Each Party acknowledges and agrees that abreach or threatened breach by such Party of any of its obligations underSection 6 or, in the case of Subscriber, Section 2(c), would cause the otherParty irreparable harm for which monetary damages would not be an adequateremedy and agrees that, in the event of such breach or threatened breach, theother Party will be entitled to equitable relief, including a restrainingorder, an injunction, specific performance, and any other relief that may beavailable from any court, without any requirement to post a bond or othersecurity, or to prove actual damages or that monetary damages are not anadequate remedy. Such remedies are not exclusive and are in addition to allother remedies that may be available at law, in equity or otherwise.
(l) Counterparts. This Agreement may be executed in counterparts,each of which is deemed an original, but all of which together are deemed to beone and the same agreement.

‍EXHIBIT A
‍Capitalizedterms used but not defined in this Exhibit A have the meaning given to thoseterms in the Agreement.

A.DESCRIPTION OF SERVICES: 
OttoOptics System is a software as a service that facilitates product sales byproviding retailers with client relationship management software that allowsthem to offer a streamlined purchasing and repurchasing experience for their customers.Otto is fully integrated and fully automated, offering robust functionalitywith minimal user input. A summary of the system’s functionality is as follows:

‍Drive Revenue
‍·     Comprehensiveand customizable webstore, specialised for the optical industry
·     Whitelabelled with your branding on full display
·     Embeddeddirectly into your website (no new tab)
·     Sellcontact lenses, vitamins, eye drops and more online
·     Timelyautomated refill reminders
·     2-clickreorders for returning customers
·     Sendlinks to help customers order
·     Autorefill subscription plans
·     Detailedcontact lens price quotes to drive annual supplies
·     Youset your own pricing
·     Integratedvendor rebates
·     Allowpatients to use insurance
·     Arobust catalogue of pre-built products makes setup a breeze
·     Createcustom products
·     Securepayment processing

‍Save Staff Time
‍·     Integratedcontact lens ordering from distributors or direct from manufacturers
·     Centraliseall contact lens orders to one easy-to-use interface
·     Fullyautomated contact lens rebate management
·     Automated,hands-off, contact lens refill fulfilment
·     Ordercontact lens trials
·     Multi-supplierstock orders
·     One-clickorder pickup notifications

‍Other Awesome Features and Services
‍·     Comprehensivedata insights dashboard
·     Unlimited,free customer support from a human (live chat, phone, email)
·     Videotutorials and how-to guides
·     Complementarypricing and catalogue setup
·     Complementarydata migration from your other systems
·     Contactlens pricing guide to ensure you stay competitive
·     Marketingpackage to help promote your e-commerce offerings
·     Unlimiteduser accounts
·     Unlimitedpatient profiles
·     Unlimitedorders
·     Reportsto make your accounting easy
·     Directdeposit into your bank account
·     Multi-locationcompatibility 

EXHIBIT B
SERVICE LEVELS AND SUPPORT
‍Commencingon the date the Service to the Subscriber commences (the “Subscription Term”).Otto will provide Service Level Commitments (“SLC”) (defined in Section 3below) and Support Services in accordance with the SLC and Support ServicesTerms as defined herein. In the event of any conflict between the Agreement andthe Service Level Commitment and Support Services Terms, the SLC and SupportServices Terms will prevail. The SLC and Support Services incorporate thedefinitions set forth in Section 1 of the Otto User License Agreement. 

‍1. Exhibit Definitions 
‍“Subscriber CoreGroup” means Subscriber’s employees who have been trained on the Serviceand who are familiar with Subscriber’s business practices. 
“Subscriber UserCommunity” means all users who input, extract or view data in the Service,including all Registered Patients. 
“Downtime”means any period, greater than ten minutes, within the Scheduled Available Timeduring which the Subscriber is unable to access or use the Service because ofan Error (as defined below), excluding
(i) any such period that occurs duringany Scheduled Downtime and/or Recurring Downtime (as defined below), or
(ii)document preview, search, FTP or syn functions of the Service. 
“Error(s)”means the material failure of the Service to conform to its publishedfunctional specifications. 
“Excluded”means the following:
(i) unavailability caused by circumstances beyond ourreasonable control, including, without limitation, act of God, acts ofgovernment, emergencies, natural disasters, flood, fire, civil unrest, acts ofterror, strikes or other labor problems (other than those involving ouremployees), or any other force majeure event or factors;
(ii) any problemsresulting from Subscriber’s combining or merging the Service with any hardwareor software not supplied by us or not identified by us in writing as compatiblewith the Service;
(iii) interruptions or delays in providing the serviceresulting from telecommunications or internet service provider failures; and
(iv) any interruption or unavailability resulting from the misuse, improperuse, alteration, or damage of the Service.
“Priority1” means a critical full outage/severe issue that constitutes acatastrophic problem that causes complete inability to use the Service across asignificant portion of the production environment (e.g. crash or hang),resulting in production downtime and where there is no workaround or solutionto the problem.
“ProceduralIssues” means those issues that are to be addressed by Subscriber throughadjustment of a specific business process to accomplish work in the Service.
“RecurringDowntime” means 4 hours per month on the third Saturday of the month from12:00 A.M. to 4:00 A.M. EST.
“Request”means a modification to the Service outside of the scope of the functionalspecifications.
“ScheduledAvailable Time” means 24 hours a day, 7 days a week.
‍“Scheduled Downtime” means the time period identified by Otto in which it intendsto perform any planned upgrades and/or maintenance on the Service or relatedsystems and any overrun beyond the planned completion time.
“ServiceUptime” means (total hours in calendar month – unscheduled maintenancewhich causes unavailability – Priority 1 issue durations – scheduledmaintenance – Excluded) / (Total hours in calendar month – scheduledmaintenance – Excluded) X 100%.
“UptimePercentage” means the total number of minutes of Scheduled Available Timefor a calendar month minus the number of minutes of Downtime suffered in suchcalendar month, divided by the total number of minutes of Scheduled AvailableTime in such calendar month. Uptime Percentage will be calculated by Ottosolely using records and tools available to Otto.
“UserAdministration Support” means issues that impact the usability of theService and are addressable through the adjustment of Registered Patient’saccess privileges, processes or procedures.

‍2. Scope of Service Level Commitments
‍Otto’sobligations do not extend to Errors or other issues caused by:
1.Any modification of the Service made by any person other than Otto;
2.Any third party hardware or software used by Subscriber or any RegisteredPatients except as otherwise provided in the then current Documentation; 
3.The improper operation of the Service by Subscriber or Registered Patients; 
4.The accidental or deliberate damage to, or intrusion or interference with theService; 
5.The use of the Service other than in accordance with any User Documentation orthe reasonable instruction of Otto;
6.Ongoing test or training instances of the Services provided to Subscriber; or 
7.Services, circumstances or events beyond the reasonable control of Otto,including without limitation, any force majeure events, the performance and/oravailability of local ISP’s employed by Subscriber, or any network beyond thedemarcation or control of Otto. 

‍3. Scheduled Downtime and Guaranteed Uptime 
‍Ottowill use commercially reasonable efforts to provide at least 24 hours’ priornotice before undertaking any Scheduled Downtime. Commencing on the effectivedate of the applicable Subscription Term, in the event the Service experiencesan Uptime Percentage of less than 99.9% in any two or more consecutive calendarmonths, Subscriber will be entitled to a credit (“SLC Credit”) equal to thepro-rated amount of fees applicable to the downtime as measured within thetwo-month time period. The credit shall be applied against an invoice or chargefor the following renewal Subscription Term, provided Subscriber requests suchcredit within twenty (20) days of the end of the relevant calendar month.Notwithstanding anything to the contrary in the Agreement or this section. TheSLC Credit is Subscriber’s sole and exclusive remedy for any failure by Otto tomeet any performance obligations pertaining to the Service, including, withoutlimitation, any support obligations except as provided in the User License Agreement. 

Ottoreserves the right to temporarily suspend Subscriber’s or a RegisteredPatient’s access to the Otto Service as set out in the User License Agreement.Any such suspensions based on repairs, technical problems, outages ormaintenance services will be subject to the Service Level Commitments. 

‍4. Availability of SLC Credits Subscriberswho are past due on any payments owed to Otto are not eligible to receive SLCCredits. Otto will issue SLC Credits, as determined in its sole discretion,either on future billing cycles or as a refund against annual fees paid. Inorder to receive any SLC Credit, Subscriber must notify Otto within 30 daysfrom the time Subscriber becomes eligible to receive a SLC Credit. Failure tocomply with this requirement will forfeit Subscriber’s right to receive a SLCCredit. In no event will the total amount of SLC Credits if any, exceed thefeed paid by Subscriber for the corresponding month. 

‍5. Support Services Ottowill provide support services to assist Subscriber in resolving Errors(“Support Services”). Support Services do not include (a) physical installationor removal of the API and any Documentation; (b) visits to Subscriber’s site;(c) any electrical, mechanical or other work with hardware, accessories orother devices associated with the use of the Service; (d) any work with anythird party equipment, software or services; (e) any professional services(“Professional Services”) associated with the Service, including withoutlimitation, any custom development or data modeling. 

Ottowill provide email and/or phone support as specified at ottooptios.io,excluding Otto corporate holidays, weekends, and national Canadian holidaysexcept where noted. 

‍END OF DOCUMENT