TERMS OF USE

LAST UPDATED: Saturday, September 4, 2021

1 INTRODUCTION

Welcome to Logically Social Inc., a company based in Canada. These Terms of Service regulate the use and access of https://logicallysocial.com/ media form, media channel, mobile website and mobile applications related, linked, or otherwise connected thereto (collectively the “Platform”). For the sake of convenience, the term “Services” shall be included in the term “Platform” wherever used throughout this document unless specified otherwise.

These Terms of Use, Privacy Policy, Data Processing Agreement, Refunds and Cancellations Policy, Cookie Policy and other Additional Terms we make available from time to time set out the legal obligation vis-à-vis terms and conditions for your interaction and usage of the Platform (“Collectively “Terms”). This document contains a mandatory arbitration provision and regulates the resolution of any dispute that may arise between you and us as a result of using our Platform. By clicking “Accept” or other synonymous terms when prompted or, using or accessing the Platform, you acknowledge and agree that you will adhere to these Terms and all other operating rules, policies, and procedures that may be issued periodically on the Platform by us, each of which is incorporated by reference periodically by us. If you do not agree to any of these Terms including the compulsory arbitration provision, you must stop using the Platform.

By accepting these Terms, you agree that the Terms constitute a binding contract, effective as of the date of first acceptance by you, between Logically Social Inc. (hereinafter referred to as “Logically Social”, “we”, “us”, or “our”) and you the user (hereinafter referred to as (“you”, “your”) (each a “Party” to the contract and collectively, the “Parties”).

2 ELIGIBILITY

2.1 To use our Platform, you must:

2.1.1 Be at least of the age of majority and not disqualified from entering into contracts under any law;

2.1.2 complete the registration process;

2.1.3 agree to our Terms; and

2.1.4 provide true, complete, and up to date legal and contact information

2.1.5 You represent and warrant that you have the authority to accept these Terms on behalf of the company you may be affiliated with.

2.1.6 By using Platform, you represent and warrant that you will use Platform only for non-commercial purposes.

2.1.7 By using Platform, you represent and warrant that you meet all the requirements listed above and that you will not use Platform in a way that violates any laws or regulations. Logically Social may refuse service, close accounts of any users, and change eligibility requirements at any time.

2.1.8 By accepting these Terms, you represent and warrant that you are qualified concerning the conditions stated herein, therefore, are permitted to use the Platform. If you do not meet any of the conditions stated herein, you shall not access/use the Platform and must cease to be a user.

3 PERSONAL DATA

To provide you with the Platform as mentioned in these Terms it is required that we collect your basic information which may include (without limits) your first name, last name, address, email, and phone number (“Personal Data”). You agree that your Personal Data is collected by us through your consent. Please read our Privacy Policy and Data Processing Agreement for detailed information as to how we handle your Personal Data.

4 TERM

The Term begins as soon as you access the Platform and continues as long as you use the Platform and Services offered by us.

5 USER REPRESENTATIONS

5.1 You represent and warrant not to do the following:

5.1.1 Use, display, mirror or frame the Platform or any individual element within the Platform, proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;

5.1.2 Access, tamper with, or use non-public areas of the Platform, our computer systems, or the technical delivery systems of our providers;

5.1.3 Attempt to probe, scan, or test the vulnerability of any of our systems or network or breach any security or authentication measures;

5.1.4 Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Platform or Platform Content;

5.1.5 Attempt to access or search the Platform or Platform Content or download Platform Content from the Platform through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers;

5.1.6 Send anyone any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

5.1.7 Use any Meta tags or other hidden text or metadata utilizing our trademark(s), logo URL or product name without our express written consent;

5.1.8 Use the Platform or Platform Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

5.1.9 Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform or Platform Content to send altered, deceptive, or false source-identifying information;

5.1.10 Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Platform or Platform Content;

5.1.11 Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;

5.1.12 Collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission;

5.1.13 Impersonate or misrepresent your affiliation with any person or entity;

5.1.14 Violate any applicable law or regulation; or

5.1.15 Encourage or enable any other individual to do any of the foregoing.

6 LICENSE

Subject to the Terms, Logically Social gives you a limited, revocable, non-sublicensable, non-exclusive, and non-transferable license to the Platform (and other items displayed on the Platform for download) only for purposes of using the Platform in accordance with these Terms. It is expressly prohibited without the prior express permission from Logically Social to use, reproduce, modify, distribute, or store any Content for purposes other than using the Platform consistent with these Terms herein.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 The Platform contains Intellectual Property of Logically Social in the form of content, graphics, videos, audios, text, and any other digital content (“Platform Content”). This is an agreement for the use of Platform, and you are not granted a license to any Platform Content under this Terms of Use. Except to the extent that applicable laws prevent us from doing so, you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Platform; (ii) remove any proprietary notices or labels from the Platform Content; reproduce or copy the Platform Content or any part thereof; (iii) modify, translate, or create derivative works based on the Platform Content; (iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform Content; (v) create any derivative product from any of the foregoing; (vi) without our express written permission, introduce automated agents or scripts to the Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Platform; or (vii) allow third parties to gain access to the Platform or to Platform Content in any manner other than as expressly permitted in this Terms of Use.

7.2 You acknowledge and agree that the Platform, the names and logos and all related product and names, design marks and slogans, and all other material comprising the Platform, are the property of the Logically Social or its affiliates (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/or other intellectual properties owned by us or by other parties that have licensed their material to us. You are not authorized to use any of the Marks in any advertising, publicity, or any other commercial manner without the prior written consent of Logically Social. Your use of the Platform confers no title or ownership in the Platform or the Marks and is not a sale of any rights in the Platform or the Marks. All ownership rights remain in Logically Social or its third-party suppliers, as the case may be.

7.3 You acknowledge and agree that any comments, ideas and/or reports provided to us (“Feedback”) shall be the property of Logically Social and you hereby irrevocably transfer and assign to Logically Social such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.

7.4 You acknowledge and agree that any comments, ideas and/or reports provided to us (“Feedback”) shall be the property of Logically Social and you hereby irrevocably transfer and assign to Logically Social such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.

8 THIRD-PARTY SERVICES

The Platform provided by us may permit you to link to other websites, services, or resources on the Internet, and other websites, services or resources may contain links to the Platform. Also, Content may contain links to other websites, services, or resources on the Internet. When you access third party resources on the Internet, you shall do so at your own risk. These other resources are not controlled by us, and you agree that we shall not be responsible or liable for including but not limited to the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link shall not imply our endorsement or any association in any way between us and their operators. You also agree that we will not be responsible or liable in any case, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource.

9 TERMINATION

We reserve the right to terminate your access to all or any part of the atform at any point of time, without providing any cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all associated information. Any such termination shall immediately revoke the license granted under Section 6, and you shall effective immediately be prohibited from accessing or using the Platform or Content for any reason. The provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to Licenses, warranty disclaimers, ownership provisions, limitations of liability and indemnification.

10 RELEASE

To the maximum extent permissible by applicable law, you hereby absolutely release Logically Social and its affiliates as well as all other users of the Platform from responsibilities including but not limited to, claims, causes of action, liability, expenses, demands, and/or damages (actual and consequential) of all kinds and nature, known and unknown and claims of negligence, that may arise from the use of or inability to use, or in relation to your use of and/or reliance on the Platform, including any disputes which may arise between users and the acts or omissions of third parties.

11 &nbspWARRANTY DISCLAIMER

THE PLATFORM IS PROVIDED “AS IS”, “AS AVAILABLE” BASIS. THE USE OF PLATFORM AND IS AT THE USER’S SOLE RISK. THE PLATFORM IS PROVIDED WITHOUT WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE OR ACCURACY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW. LOGICALLY SOCIAL, OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE PLATFORM IS OR WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME, INSTANCE OR LOCATION; (II) ANY DEFECTS MATERIAL OR NOT, OR ERRORS WILL BE CORRECTED; (III) ANY/ALL CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) ANY/ALL INFORMATION IS COMPLETE, ACCURATE, UP-TO-DATE, OR RELIABLE; (V) ANY PARTICULAR SERVICE, CONTENT, OR PRODUCT REFERRED TO IN THE PLATFORM IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOUR AND/OR YOUR EMPLOYEES; (VI) THAT RESULTS OF USING THE PLATFORM PROVIDED BY US WILL MEET YOUR REQUIREMENTS(VII) THE USE OF THE PLATFORM PROVIDED BY US SHALL COMPLY WITH ANY LAWS, RULES, REGULATIONS, REQUIREMENTS, POLICIES, QUALIFICATIONS, OR BEST PRACTICES, INCLUDING BUT NOT LIMITED TO PRIVACY LAWS, PROFESSIONAL LICENSURE, OR REIMBURSEMENT; (VIII) THE USE OF THE PLATFORM SHALL NOT RESULT IN LEGAL DUTIES OR LIABILITY. WE DO NOT GUARANTEE IN ANY INSTANCE THAT ANY PARTICULAR CONTENT OR MATERIAL SHALL BE MADE AVAILABLE THROUGH THE PLATFORM.

12 INDEMNIFICATION

You acknowledge and agree that you shall at all times defend, indemnify, and hold harmless us, our affiliates and each of our and our affiliates’ including but not limited to, respective officers, directors, contractors, employees, agents, suppliers, and representatives against all liabilities, claims, fees, costs, penalties or sanctions, losses, expenses, and interest of any nature, including reasonable attorneys’ fees, arising out of or which may relate to: (a) your use or misuse of, or access to, the Platform; (b)your violation of any privacy, professional, ethics, licensing, or consumer protection laws, rules, or regulations; (c) your misuse of anyone’s private, proprietary, or Personal data; (d) infringement by you (or any third party using your account or identity in the Platform) of any intellectual property or other rights of any person or entity; or (e) otherwise in violation of these Terms in any way. It is our right to assume the exclusive defense and Page 10 of 13 control of any matter otherwise subject to indemnification by you, in which event you shall assist and cooperate with us in asserting any available defenses at your expense, including reasonable attorneys’ fees incurred by us.You acknowledge and agree that you shall at all times defend, indemnify, and hold harmless us, our affiliates and each of our and our affiliates’ including but not limited to, respective officers, directors, contractors, employees, agents, suppliers, and representatives against all liabilities, claims, fees, costs, penalties or sanctions, losses, expenses, and interest of any nature, including reasonable attorneys’ fees, arising out of or which may relate to: (a) your use or misuse of, or access to, the Platform; (b)your violation of any privacy, professional, ethics, licensing, or consumer protection laws, rules, or regulations; (c) your misuse of anyone’s private, proprietary, or Personal data; (d) infringement by you (or any third party using your account or identity in the Platform) of any intellectual property or other rights of any person or entity; or (e) otherwise in violation of these Terms in any way. It is our right to assume the exclusive defense and Page 10 of 13 control of any matter otherwise subject to indemnification by you, in which event you shall assist and cooperate with us in asserting any available defenses at your expense, including reasonable attorneys’ fees incurred by us.

13 LIMITATION OF LIABILITY

THE USE OF THE PLATFORM OFFERED BY US IS ENTIRELY AT YOUR OWN RISK. IN NO CASE SHALL WE, NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, OR ANY USERS BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH REGARDS TO THE PLATFORM FOR: (I) ANY LOST PROFITS, LOSS IN REVENUE, LOSS OF GOODWILL, ANY DATA LOSS, LOSS OF USE, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OTHER INTANGIBLE LOSSES, OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, EXEMPLARY, RELIANCE, PUNITIVE, LIQUIDATED, OR ANY SIMILAR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER (HOWEVER ARISING), (II) ANY, VIRUSES, BUGS, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGIN), (III) ANY PERSONAL INJURY OR HARM, INCLUDING DEATH, WHICH IS CAUSED BY YOUR USE OR MISUSE OF THE PLATFORM, (IV) ANY CLAIMS, DEMANDS, OR DAMAGES ARISING OUT OF OR RELATING TO ANY DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM, OR (V) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF ANY FEES PAID BY YOU FOR USING OF PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD. REMEDIES UNDER THESE TERMS OF USE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE. NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE.

14 GOVERNING LAW AND DISPUTE RESOLUTION

The parties agree that the validity, operation, and performance of these Terms shall be governed by and interpreted in accordance with the laws of Canada applicable therein (notwithstanding conflict of law rules). The Parties do expressly and irrevocably concede to the jurisdiction of courts in Ontario with respect to any matter or claim, suit, action or proceeding arising under or related to these Terms.

Any dispute concerning the subject matter of these Terms, or the breach, termination, or validity thereof (a “Dispute”) will be settled exclusively in accordance with the procedures set forth herein. The party seeking resolution of a Dispute will first give notice in writing of the Dispute to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved through good faith efforts and negotiations of senior officers or representatives of the parties within fifteen (15) days of receipt by the relevant party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the parties agree to submit the Dispute to a single arbitrator mutually agreeable to both parties. The venue of such arbitration shall be as may be mutually decided by the Parties. In the event that the Parties cannot agree on a sole arbitrator, the arbitrator will be appointed by a judge of the appropriate court on application by either party to the Dispute. All decisions and awards rendered by the arbitrator will be final and binding upon the parties for all questions submitted to such arbitrator, and the costs associated with such submission shall be shared equally by the parties involved in the Dispute unless the arbitrator decides otherwise. The parties waive all rights of appeal, therefore to any court or tribunal, and agree that the only recourse by any party to any court will be for the purpose of enforcing an arbitration award.

15 MODIFICATION

We shall have the right to make modifications or replace any of the Terms, or suspend, change, or discontinue the Platform (including but not limited to, the availability of any featured content, or database) at any time or instance by posting a notice through the Platform. We may also do so by sending you a notice via email, via the Platform, or by any other means of communication. We reserve the right to impose limits on certain features. We may if required to do so restrict your access to parts or all of the Platform without notice or liability. We endeavor to try and provide notice of modifications to these Terms. However, you also agree that it is also your responsibility to make reasonable efforts to be aware of such modifications.

When you continue to use the Platform after notification of any modifications to the Terms shall mean acceptance of those modifications, and those modifications shall apply to your continued use of the Platform going forward. Your use of the Platform is subject to the Terms in effect at the time of such use.

16 MISCELLANEOUS

16.1 Entire agreement and severability. These Terms are the entire agreement between you and us with regards to the Platform. These Terms supersede all prior, contemporaneous communications and proposals made (whether oral, written, or electronic) between you and us with regards to the Platform. If any provisions mentioned in these Terms are found to be unenforceable or invalid, that particular provision or provisions will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. In the event of the failure of either Party to exercise in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.

16.2 Relationship of the parties. You and Logically Social are independent contractors. These Terms shall not and do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship of any kind between the Parties. You shall not have any authority of any kind to bind us in any respect. Unless expressly stated otherwise in these Terms, there are no third-party beneficiaries to the Terms. We do not have any special relationship you nor any fiduciary duty.

16.3 Force majeure. We will not be liable in any case for any failure or delay in the performance of our obligations for any reason hereunder if such failure results from: (a) any cause beyond our reasonable control, including but not limited to, mechanical, electronic or communications failure or degradation, denial-of-service attacks, (b) any failure by a third-party hosting provider or utility provider, (c) strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

16.4 Assignment. You agree that these Terms are personal to you, and are not assignable, transferable or sublicensable by you. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder without obtaining consent.

16.5 Notices. All notices under these Terms shall be in writing unless otherwise specified in these Term of Use. Notices to us shall be sent by email to [email protected]. You shall ensure written confirmation of receipt for notice to be effective. Notices to you shall be sent to your last known email address (or the email address of your successor, if any) and/or to any email address that would be reasonably likely to provide notice to you, and such notice shall be effective upon transmission.

16.6 No waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.

16.7 Interpretation. The headers are provided only to make this agreement easier to read and understand.

17 CONTACT

You may contact us through our Platform, or the address given below:

Logically Social,

[email protected]