These Terms of Use (“Terms”) constitute a legally binding agreement between you (“User”, “you” or “your”) and Invoke Media Inc. ("Invoke", "we," or "us" and terms of similar meaning) regarding your access and use of the Incrowd platform through our mobile application (the “App”) or otherwise (collectively, the Incrowd platform and the App are the “Platform”) and the services offered through the Incrowd Platform (collectively, the “Services”). In these Terms, “Customer” is either the organization, company or other person that has entered into a subscription agreement with us in respect of the Services, and provided you with authorization to access and use the Services or the User, if the User is an individual not using the Platform on behalf of another entity. That subscription agreement contains our commitment to deliver the Services to Customer, who may then invite authorized users, such as you, to create an account to access and use the Services.By accessing and using the Services, you agree that you have read and understood these Terms and agree to them. You further represent that you are of sufficient legal age in your jurisdiction to accept and agree to these Terms.  If you are an employee or have otherwise been invited to use the Services by Customer, you agree to follow requirements provided by Customer. If you do not agree with these Terms, you must not access, receive or use the Services. 

1. PRIVACY AND PERSONAL INFORMATION

1.1 Privacy Policy.  In providing the Services, Invoke may collect, use, store, disclose, process or otherwise handle your personal information and personal information you provide us through the Platform. Our Privacy Policy describes how we collect and manage personal information. As the Privacy Policy form part of these Terms, we encourage you to read the Privacy Policy and use it to help you make informed decisions.  

1.2 Consent. By accepting these Terms, in addition to the rights granted to us in Section 3, you acknowledge and agree that we may collect and use technical data and related information, including technical information about your device, system, applications, software and peripherals, which is gathered periodically by us to provide you with updates, product support and other services relating to the Services. We may also use such technical data and related information, as long as it is in a form that does not personally identify you or others, to improve the Services and other products or to provide services or technologies to you.  Specifically, we will use such data and User Data (defined below in section 3.3) to train and develop the Platform.

2. SERVICES AND RESPONSIBILITIES

2.1 Access to Services.  Subject to your compliance with these Terms, you have the limited, non-exclusive, non-transferrable and revocable right to access and use the Services, which right remains effective until Customer’s subscription for the Services expires or terminates, or your access to the Services has been terminated by Customer or us. If you access the Platform via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices in accordance with these Terms. 

2.2 Restrictions. Except as expressly authorized by these Terms, you must not: (i) modify, disclose, alter, translate or create derivative works of the Services; (ii) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any components thereof); (iii) offer any part of the Services on a timeshare or service bureau basis; (iv) allow or permit any third party to access or use the Services; (v) retrieve data or content from the Platform to create or compile a collection, compilation, content, or database without written permission from us; (vi) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory or any viruses, malware, Trojan horses, time bombs, or any other similar harmful software or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (vii) build a competitive product or service, or copy any features or functions of the Services (including, without limitation, the look-and-feel of the Services); (viii) interfere with or disrupt the integrity or performance of the Services, including circumventing, disabling, or otherwise interfering with security-related features of the Platform, including features that prevent or restrict the use or copying of any content or enforcing limitations on the use of the Platform, the Services and/or the content contained therein; (ix) disclose to any third party any performance information or analysis relating to the Services; (x) remove, alter or obscure any proprietary notices in or on the Services, including copyright notices; (xi) use the Services for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction; (xii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Services or any software, documentation, or data relating to the Services, except to the limited extent that applicable law prohibits such a restriction; or (xiii) cause or permit any third party to do any of the foregoing. 

2.3 Updates, Maintenance and Support. We reserve the right to update, modify, substitute, suspend or remove, without notice to you, the Services from time to time. Any updates to the Services are subject to these Terms.  Your access to the Services may also occasionally be restricted to allow for repairs, maintenance or the introduction of new functions or services. We will attempt to restore such access as soon as we reasonably can. You acknowledge that we have no obligation to provide any maintenance or support for the Services, except where required by applicable law. 

2.4 Account. You agree: (i) your account and password related to the Services are personal to you and may not be used by anyone else to access or use the Services; (ii) to provide and maintain accurate, current and complete information about yourself, including contact information; and (iii) not to impersonate, or misrepresent your connection with, any person, including using another person’s username, name, likeness or account information. You agree to be entirely responsible for any and all access or your use of the Services under your account and liable for all actions and activities conducted under your designated account.

2.5 Unauthorized Access. You are responsible for maintaining the confidentiality of your account username and password information for the Services. You must immediately notify us and Customer of any unauthorized use or suspicious activity in your account for our Services. We will not be liable for any loss or damages that you may incur as a result of someone else using your username, password or account, either with or without your knowledge. However, you may be held liable for losses or damages incurred by us or another person due to someone else using your account or password. Without limiting the foregoing, you are responsible for ensuring that your use of the Services is compliant with all applicable laws and regulations.

2.6 Violations by User. If we inform you that a specified activity or purpose is prohibited with respect to the Service, you will immediately cease using the Services for this activity or purpose. We may delete any data or content uploaded by you, or suspend or terminate your access to the Services, if you violate these Terms or otherwise fail to comply with our reasonable requests. You are solely responsible for any data or content that is uploaded or made available through the Services under your account.

3 INTELLECTUAL PROPERTY RIGHTS

3.1 Intellectual Property Rights. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any province, state, country, territory or other jurisdiction.

3.2 Reservation of Invoke Rights.  We retain all right, title and interest (including, but not limited to, Intellectual Property Rights) in and to: (i) the Services, including all of the software, code, interfaces, processes, images, graphics, text or other materials contained therein; (ii) any other documentation made available to you by us for use with the Services; (iii) the collective ideas, know-how, inventions, methods, or techniques developed or conceived in connection with the Services, including any derivative works, improvements, enhancements and/or extensions made to the Services; and (iv) any information reflecting the access or use of the Services by you, including but not limited to visit, session, impression, click through or click stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing. We reserve all rights not specifically granted under these Terms.

3.3 User Data. You acknowledge and agree that any data, information or materials that you submit, share, post, provide, transmit, display, upload or otherwise enter into the Services (collectively, the “User Data”) is owned by you or Customer if you have been invited to use the Platform by an organization.  If you are an individual User using the Platform for a Customer, the subscription agreement between us and Customer provides Customer with control over such data.

3.4 User Data License. To the extent that sufficient rights are not granted to us by Customer and you are using the Platform for a Customer, you hereby grant to us a worldwide, non-exclusive, limited right and license to host, use, process, display, export and transmit User Data: (i) in accordance with applicable law and our Privacy Policy, to provide and improve the Services; (ii) to prevent or address service, security, support or technical issues; (iii) as required by applicable law; and (iv) as expressly permitted by Customer or you in writing. Further to the extent that sufficient rights are not granted to us by Customer regarding personal information, you confirm that you have all required consents and have provided all required notifications to use personal information contained within the User Data.

3.5 Feedback and Suggestions. If you send us any feedback or suggestions regarding the Services, you hereby irrevocably grant us an unlimited, worldwide, irrevocable, perpetual, sub-licensable, transferrable, royalty-free license to use, disclose, reproduce, license, distribute, or otherwise exploit in any manner such feedback or suggestions for any purpose without any obligation to you or restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to you or any third party.

4 DISCLAIMERS AND LIABILITY

4.1 Disclaimer of Warranties. THE SERVICES AND ANY OTHER TECHNOLOGY OR MATERIALS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER US (NOR ANY OF OUR SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF USER DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.

4.2 User Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, FOR ANY CAUSES OF ACTION, LOSSES AND DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100). IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS ITS ESSENTIAL PURPOSE.

4.3 Exclusions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR THE FOLLOWING TYPES OF LOSS OR DAMAGES UNDER OR IN CONNECTION WITH THESE TERMS, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF, OR COULD HAVE FORESEEN, SUCH LOSS OR DAMAGES IN ADVANCE: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; AND (B) WHETHER DIRECT OR INDIRECT, LOSS OF REVENUE, INCOME, PROFIT, SAVINGS OR SHARE VALUE, LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEMS, PROGRAMS, NETWORKS OR HARDWARE (OR THE RECOVERY OF SUCH) OR LOSS OF GOODWILL. WE WILL NOT BE LIABLE TO YOU FOR DAMAGES FOR ANY CAUSE RELATED TO OR ARISING OUT OF REPUTATION.

4.4 Indemnity. You agree to defend, indemnify and hold harmless us and our affiliates and each of their respective directors, officers, employees, contractors, representatives and agents from and against any liabilities, losses, costs, claims, expenses, damages, causes of action or demands, including without limitation reasonable legal (on a solicitor and own client basis) and accounting fees, arising or resulting, or alleged by a third party to be arising or resulting from your access or use of the Services, breach of any of these Terms and any violation of rights of a third party. We reserve the right, at our expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with us in asserting any available defenses. The provisions of this Section 4.4 will indefinitely survive the termination of these Terms.

4.5 Customer Materials. If you are using the Services on behalf of an organization, the Customer may provide or make available materials and other information to you as part of the Services (“Customer Materials”).  Customer is solely responsible for the Customer Materials and we do not investigate or verify the accuracy, completeness, reliability, usefulness, timeliness or currency of the Customer Materials.  If you are an individual User, you are solely responsible for all materials submitted to us.

4.6 Network Security. Unfortunately, no data transmission over the Internet can be guaranteed as secure. Although Invoke strives to protect such information, it does not warrant and cannot ensure the security of any information which you transmit to us via the Services. Accordingly, any information which you transmit to us is transmitted at your own risk. Nevertheless, once we receive your transmission, we will take commercially reasonable steps to preserve the security of such information.

5 GENERAL

5.1 Amendments. We may update or change any part or all of these Terms at any time and for any reason by posting the updated Terms on our website or through a notification within the Services. Your continued use of the Services following the update will be deemed acceptance of the updated Terms.

5.2 Governing Law. These Terms will be governed and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard to conflicts of law principles.  You expressly agree that any claim or action arising out of or relating to these Terms may be filed only in the courts of the Province of British Columbia, if applicable, and you further agree and submit to the exercise of personal jurisdictions of such courts for the purposes of litigating any such claim or action.

5.3 Force Majeure. We will not be liable for any delay or failure to meet our obligations under these Terms due to unforeseen circumstances or causes beyond its control, including, but not limited to, acts of God, war, revolution, civil commotion, blockade or embargo, any law, order, regulation, ordinance, or requirement of any government or its representative or legal body having jurisdiction, fires, floods, earthquake, elements of nature, pandemics or public health emergencies, explosion, power failure, terrorism, acts of public enemies, or labour unrest such as strikes, slowdowns, picketing or boycotts, and other causes beyond the reasonable control of Invoke. In the event of any such delay, performance of the affected obligation shall be suspended for a period of time equal to the time of such delay.

5.4 Entire Agreement. These Terms, together with our Privacy Policy and any documents incorporated into these Terms by reference, constitute the entire agreement between you and us with regards to the subject matter of these Terms, and supersede any and all prior agreements. Except as expressly stated in these Terms, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter of these Terms.

5.5 Severability. If any provision of these Terms will be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

5.6 Waiver. If Invoke does not act to enforce a breach of these Terms, that does not mean Invoke has waived its rights to enforce these Terms.

5.7 Further Assurances. You will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of these Terms.