---

This Terms of Service Agreement (the “Agreement”) is entered into today (the “Effective Date”) by and between the Customer(“you”) using a device with your IP address and Nuage Enterprise Inc. (”NuAge”) located at 61 Majestic PointCalgary, AB T3Z 2Z9, Canada also individually referred to as the “Party”, and collectively the “Parties”.

By clicking on the “I AGREE” prompt below and as a condition of obtaining and utilizing Service Provider’s services, the you agrees, accept and consent to be bound by all of the terms and conditions of this Terms of Service Agreement which appears on the NuAge’s website https://app.communitiescrm.com/platform/GLRa6k/tos

A. Introduction to the Services

This Agreement governs your use of NuAge’s services and the use of this Site (collectively the “Services”). The Services are: (1) online advertising services; (2) limited non-exclusive license of NuAge’s proprietary customer relationship management software (the “Proprietary Software”); (3) training in the Proprietary Software; and (4) certain support services provided by NuAge at its sole discretion regarding the Proprietary Software. Pro and Surge customers may be entitled to additional services at additional cost.

To use the Services, you need compatible hardware, software (latest version recommended and sometimes required) and high-speed Internet access.

For best results, NuAge recommends a minimum monthly spend of between $300.00 and $500.00. NuAge runs ad(s) for clients by using ad budget funds to attract leads. NuAge makes no promise or guarantee of lead volume, quality, or lead conversion rates. NuAge makes no promise or guarantee that the lead location, name, email or phone number is accurate. Ads are designed to run optimally for the length of the contract.

B. Using the Services

i. Payment, Taxes and Refunds

There are various subscription plans (collectively the “Subscription Plan”). Your specific subscription plan is listed on your invoice. By starting your Subscription Plan, you authorize us to charge fees per the terms of your Subscription Plan, and any other charges you may incur in connection with your use of the Services. You will be automatically charged each month, or in the case of a prepaid plan per the terms of such plan, for your ongoing use of the Services. The onboarding fee and all the Subscription Plans fees are final and nonrefundable.

The cost of each Subscription Plan is set forth on your site or billing section. Once you select a Subscription Plan, the cost of that Subscription Plan is guaranteed for the duration of that Subscription Plan only and does not include any renewals. Except as provided herein, Subscription Plan prices may change at any time with or without notice.

For details about how your payment method is charged, please visit: our Billing Policy available at https://app.communitiescrm.com/platform/GLRa6k/billing-policy . You are responsible for paying any applicable taxes.

If you intend to dispute any charge related to any of the Services you must contact NuAge in writing at [email protected] within thirty days of the disputed charge. You waive any disputes not reported within thirty days of the disputed charge. At NuAge’s sole discretion, you may be entitled to a pro-rated partial refund of any unused portion of your advertising budget. If technical problems caused by NuAge, as determined in NuAge’s sole discretion, prevent or unreasonably delay delivery of the Services, your exclusive and sole remedy is equivalent replacement of the prevented or delayed Services.

You will be assessed and will pay Nuage late fees of 18% per annum calculated monthly for any overdue amounts.

In the event that NuAge receives a chargeback from a third-party payment provider, you will pay NuAge $50.00 processing fee for each individual chargeback.

If we use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable cost of collection. These costs include, but are not limited to any collection agency’s fees, reasonable attorneys’ fees and court costs.

If you fail to pay the full amount due for any or all of the Services, NuAge, at its sole discretion in accordance with and subject to any applicable law, may suspend any or all of the Services.

ii. Monthly Advertising Budget

You understand and agree that NuAge uses your advertising budget, less NuAge’s service fees, to contract with certain other third party providers to place internet advertising (the “Ad Budget”) on your behalf. Your Ad Budget is paid in advance and will be charged monthly at the commencement of your billing cycle. You may amend or cancel your Ad Budget at any time by notifying NuAge in writing at [email protected] (the “Ad Budget Notice”). The amendment or cancellation will be effective in the billing cycle immediately after you provide the Ad Budget Notice.

iii. Ongoing Subscription

Unless you cancel your Subscription Plan in writing at [email protected] not more than thirty days and not less than ten days prior to your current Subscription Plan’s expiration date, your Subscription Plan will automatically be renewed as a month to month Subscription Plan.

iv. NuAge Account

Using the Services requires a NuAge account (the “Account”). The Account is the account you use across NuAge’s ecosystem. Your account is valuable, and you are responsible for maintaining its confidentiality and security. NuAge is not responsible for any losses arising from the unauthorized use of your Account. Please contact NuAge if you suspect that your Account has been compromised.

v. Privacy

Your use of the Services is subject to NuAge’s Privacy Policy, which is available at https://app.communitiescrm.com/platform/GLRa6k/privacy-policy.

vi. Usage Rules

Your use of the Services and this Site must follow the rules set forth in this Agreement, including but not limited to this section (the “Usage Rules”). Any other use of the Services and Site is a material breach of this Agreement. NuAge regularly monitors your use of the Services and Site to ensure that you are following this Agreement and the Usage Rules.

1. You may use the Services and Site only for your commercial purposes. You may not share or sell the information from the Site or the Services with any other person or entity.
2. You may access the Services only using the interface and instruction that we provide. You may not modify or use modified versions of our Site or our software.
3. You understand that NuAge does not verify whether the Services comply with your jurisdiction’s laws, rules and regulations. You understand and agree that you are responsible for complying with all applicable laws, regulations and rules. Access to the materials in the Site or use of the Services where illegal is prohibited.
4. You may not tamper with or circumvent any security technology included with the Services or the Site.
5. NuAge’s delivery of the Services does not transfer any rights to you and does not constitute a grant or waiver of any of NuAge’s rights towards its intellectual property.
6. You agree to not use this Site or any of the Services to: defame, abuse, harass, stalk, threaten or otherwise violate any legal rights of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; and upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.

We have the right at our sole discretion to remove any content posted on our Site or through the Services for whatever reason. We are not responsible for any delay or failure in removing such content.

vii. Changes to Service / Site

NuAge has the full right to change or modify the Services and the Subscription Plan rates, at any time with or without notice

C. Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with this Agreement. Using the Services does not give you ownership of any intellectual property rights in the Services, the Site or the content you access. You will not remove, obscure or alter any legal notices displayed in or along the Services or the Site.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the software and services that makeup the Services or the Site. You will not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. You will indemnify NuAge for any claims by third parties of infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission of material by you.

The Services are not for transfer or resale by you. Your use of the Services does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. We do not grant you any licenses, express or implied, to the intellectual property of NuAge or our licensors except as expressly authorized by this Agreement. No NuAge service or product available through this Site, or any part of any NuAge service or product, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of NuAge. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of NuAge without NuAge’s express written consent. You may not use any meta tags or any other “hidden text” utilizing NuAge’ name or trademarks without the express written consent of NuAge. You may not misuse the Services or the Site. You may use the Services and the Site only as permitted by this Agreement.

Any leads generated or posted by you on our Site will and shall remain the sole property of NuAge.

Any content posted by you using any open communication tools on our Site, provided that it does not violate or infringe on any third party copyrights or trademarks, shall become the property of NuAge, which is perpetual, irrevocable, worldwide, and royalty-free.

D. Third Party Sites

This Site may contain links to other sites that are not owned or controlled by NuAge. Please be aware that we are not responsible for the privacy practices of such other sites. Our Privacy Policy applies only to information collected by this Site.

Certain services made available via the Services are delivered by third party sites and organizations. By using any product, service or functionality originating from the Services, you hereby acknowledge and consent that NuAge may share such information and data with any third party with whom NuAge has a contractual relationship to provide the requested product, service or functionality on behalf of the Services users and customers.

E. No Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SITE AND THE SERVICES PERFORMED OR PROVIDED ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND NUAGE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NUAGE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

F. Limitation of Liability

IN NO EVENT SHALL NUAGE BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE AND THE SERVICES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF NUAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NUAGE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF $100.00.

G. Indemnification

You agree to indemnify, defend and hold harmless NuAge, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your violation of this Agreement, use of or inability to use the Services, any user postings made by you, violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. You will provide notice to NuAge of any matter subject to indemnification by you, including but not limited to any claims, lawsuits, investigations or demands within ten days of discovery by you. NuAge reserves the right, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with NuAge in asserting any available defenses.

H. Governing Law; Venue

This Agreement and the relationship between you and NuAge shall be governed by the laws of the Province of Quebec, excluding its conflicts of law provisions. You and NuAge agree to submit to the exclusive jurisdiction of the courts located within the City of Montreal, Quebec to resolve any disputes or claims arising from this Agreement.

I. Waiver of Class Action

There shall be no right or authority for any claims to be arbitrated or litigated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public, other users of the Site or the Services, or other persons similarly situated. NuAge would not be willing to provide the Services to you absent this waiver. You acknowledge and agree that you are under no obligation to use this Site or the Services if you are not willing to waive class action rights, and you expressly agree to this waiver.

J. Miscellaneous

You agree that no joint venture, partnership, employment, or agency relationship exists between you and NuAge as a result of this agreement or use of the Services or the Site. If any provision of this Agreement is determined to be invalid, all other provisions shall remain in full force and effect. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. This Agreement constitutes the entire and only agreements between you and NuAge with respect to the Services and the Site, and supersedes all other communications and agreements with respect to the subject matter thereof.

K. Electronic Communications

Visiting this Site or sending emails to NuAge constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

L. Digital Millennium Copyright Act (DMCA)

In the event materials are made available to this Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Site. If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to our designated agent as follows:

NuAge
20 Saint-Paul O., Suite 302
Montreal, QC H2Y 1Y6

N. Listing Guarantee Offer Terms and Conditions.

If Subscriber has purchased a Prepaid Residential Annual Managed License Subscription Plan (the “Plan”) then Subscriber may qualify for the NuAge Listing Guarantee Offer (the “Guarantee”). View The Listing Guarantee https://app.nuage.ai/user/listing-guarantee