Searchie Authorized User Terms

Updated February 2nd 2024

YOUR ACCEPTANCE OF THESE TERMS OF USE

These Authorized User Terms apply to all users of this Site. By using this Site you expressly agree to comply with and be bound by these Authorized User Terms which, for clarity, include any and all additional terms, conditions and policies referenced and/or made available herein. If you do not agree to these Authorized User Terms, you may not access or use this Site.

Searchie’s authorized user terms ("Authorized User Terms") govern your access and use of the Searchie
online platform (the "Platform"), including the underlying software (the “Software”).

BY USING THIS SITE YOU EXPRESSLY AGREE (i) REPRESENT THAT YOU ARE DULY AUTHORIZED
BY THE ENTITY WHO GAVE YOU ACCESS CREDENTIALS (THE “CONTENT CREATOR AND/OR ACCOUNT OWNER”) TO
ACCESS AND USE THE PLATFORM; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND
AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE
AUTHORIZED USER TERMS, YOU WILL HAVE NO LICENCE TO, AND MUST NOT ACCESS OR USE, THE PLATFORM.

Article 1. Licence Grant.

Subject to your strict compliance with these Authorized User Terms, Searchie hereby grants you a non-
exclusive, non-transferable, non-sublicensable, limited licence to access and use the Platform for the
purpose of accessing the Content Creator and/or account owner's content. The foregoing licence will terminate immediately on the earlier to occur of:

(a) the expiration or earlier termination of the agreement between Searchie and Content Creator and/or account owner; or (b) your ceasing to be authorized by Searchie to use the Platform for any or no reason.

Article 2. Eligibility.

You represent and warrant that you are not less than sixteen (16) years of age, or such older minimum
age as may be required to agree to these Authorized User Terms and consent to the collection of
Personal Information as defined in the Personal Information Consent on which you clicked “I accept”
during your registration process (the “PI Consent”), in the jurisdiction in which you reside, and are capable
of entering into legally binding contracts under the law applicable to you. As a condition of accessing the
Platform, you agree to input when requested, and maintain, accurate, current and complete information,
and you agree to keep your access credentials secure and confidential. You agree that you will be
responsible for all actions performed under your access credentials and that actions performed under
your access credentials will be presumptively deemed to be your actions personally.

Article 3. Use Restrictions.

You shall not, directly or indirectly:

(a) use the Platform except as set forth in Section 1;
(b) copy, modify, or create derivative works or improvements of the Software;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available
the Platform to any person;
(d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain
access to the source code of the Software, in whole or in part;
(e) bypass or breach any security device or protection used by the Platform or access or use the
Platform other than by your own then-valid access credentials;
(f) input, upload, transmit, or otherwise provide to or through the Platform any information or
materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;
(g) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any
manner the Platform, or Searchie';s provision of services to any third party, in whole or in part;
(h) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright,
trademark, patent, or other intellectual property or proprietary rights notices from the Platform;
(i) access or use the Platform in any manner or for any purpose that infringes, misappropriates, or
otherwise violates any intellectual property right or other right of any third party (including by any
unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of
any other Searchie customer), or that violates any applicable law;
(j) access or use the Platform for the purpose of posting, publishing or transmitting any text, graphic,
video, audio recording or material that is defamatory, invades another person’s privacy, is
obscene, pornographic or offensive (including material that promotes bigotry against any
individual or group), is otherwise unlawful or gives rise to a risk of liability to Searchie;
(k) access or use the Platform for the purpose of engaging in behaviour towards other users which
constitutes stalking or harassing, harvesting or collecting personal information (including email
addresses) or passwords, is otherwise unlawful or gives rise to a risk of liability to Searchie; or
(l) access or use the Platform for purposes of competitive analysis of the Platform, the development,
provision or use of a competing software service or product, or any other purpose that is to the
Searchie's detriment or commercial disadvantage.

Article 4. Privacy

You acknowledge having read, understood, and consented to the collection, use, disclosure and retention
of your Personal Information as set forth in PI Consent. You agree that such collection, use, disclosure
and retention is reasonable, and you agree to submit privacy concerns or complaints to the privacy officer
/ data protection officer at the address set forth in the Privacy Notice and to allow such privacy officer /
data protection officer a reasonable period of time (and in no event, fewer than 14 days) to resolve such
concern or complaint prior to commencing any action or formal complaint against Searchie or Content
Creator and/or account owner.

Article 5. Compliance Measures.

The Platform may contain technological copy protection or other security features designed to prevent
unauthorized use of the Platform, including features to protect against use of the Platform:
(a) beyond the scope of the licence granted to under Section 1;
(b) prohibited under Section 3.
You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any
workaround to, any such copy protection or security features.

Article 6. Collection and Use of Information.

(a) Searchie may, directly or indirectly through the services of others, collect and store information
regarding use of the Platform and about equipment through which it otherwise is accessed and
used.
(b) You agree that the Searchie may use such information for any purpose related to any use of the
Platform by you, including but not limited to: (i) improving the performance of the Platform or
developing updates; and (ii) verifying compliance with the terms of this Agreement and enforcing

Searchie's rights, including all intellectual property rights in and to the Platform.

Article 7. Intellectual Property Rights.

You acknowledge that you do not acquire any ownership interest in the Platform under this Agreement, or
any other rights to the Platform other than to use the Platform in accordance with the licence granted
under this Agreement, subject to all terms, conditions, and restrictions. Searchie and shall retain its entire
right, title, and interest in and to the Platform and all intellectual property rights arising out of or relating to
the Platform, subject to the licence expressly granted to the Content Creator and/or account owner in this Agreement.

Article 8. Disclaimer.

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SEARCHIE
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

Article 9. Limitation of Liability.

IN NO EVENT WILL SEARCHIE OR ITS REPRESENTATIVES BE LIABLE TO YOU FOR ANY USE,
INTERRUPTION, DELAY, OR INABILITY TO USE THE PLATFORM, ACTS AND OMISSIONS OF
OTHER AUTHORIZED USERS, OR ACTS AND OMISSIONS OF THE CONTENT CREATOR AND/OR ACCOUNT OWNER. YOU ARE PROVIDED ACCESS TO THE PLATFORM UNDER THE AGREEMENT BETWEEN SEARCHIE AND
CONTENT CREATOR AND/OR ACCOUNT OWNER, SOLELY FOR THE BENEFIT OF CONTENT CREATOR AND/OR ACCOUNT OWNER AND AT CONTENT CREATOR AND/OR ACCOUNT OWNER'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR
LIABILITY SEARCHIE OR ITS REPRESENTATIVES MAY HAVE WITH RESPECT TO YOUR USE OR
INABILITY TO USE THE PLATFORM SHALL BE SOLELY TO CONTENT CREATOR UNDER THAT
AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

Article 10. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such
invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or
invalidate or render unenforceable such term or provision in any other jurisdiction.

Article 11. Governing Law.

These Authorized User Terms are governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein.