Optix Terms of Service

Last updated: October 26, 2026

These Terms of Service take effect on November 25, 2026.

ShareDesk Global, Inc. (“Optix”) provides a software as a service technology platform (“Platform”) that enables coworking businesses and flexible office space providers with tools to manage their workplace in the Platform. Access to the Platform and the Services is provided through Optix’s website at https://www.optixapp.com (the “Website”) and the Optix mobile app (“App”). These Optix Terms of Service (“Agreement”) apply to anyone signing up to create an account in order to access and use the Services provided under the terms of this Agreement and, to the extent applicable, users who simply view the content on or available through the Website or App (“You” / “User”).

THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES. BY EXECUTING A SUBSCRIPTION FORM THAT REFERENCES THIS AGREEMENT (“SUBSCRIPTION FORM”), YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE OR ANY OF ITS CONTENT OR SERVICES.

PLEASE BE AWARE THAT DISPUTES, WITH LIMITED EXCEPTIONS, ARISING UNDER THIS AGREEMENT ARE SUBJECT TO THE ARBITRATION AGREEMENT https://www.optixapp.com/dispute-resolution/. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST OPTIX ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

CAPITALIZED TERMS USED IN THIS AGREEMENT ARE DEFINED IN SECTION 14 OR IN THE BODY OF THIS AGREEMENT.

1. THE SERVICE.

1.1. Who the Service is for. The Service has been created for use by:

• Entities (“Administrators”) managing a place of work (“Workplace”), whether as a coworking business and/or flexible office space provider with their own staff, employees, contractors and sub-contractors; and

• Individuals (“End Users”) who work in or otherwise use those Workplaces, whether as clients, staff, employees, contractors, tenants or otherwise.

Administrators and End Users are referred to herein collectively as “Users”.

1.2. The Service for Administrators. The Service may be used by Administrators for the purposes more particularly described on the Website from time to time, and the scope of the Services that may be used by Administrators will depend on the subscription selected by the Administrator in an agreed Subscription Form. Subject to the terms set out in the applicable Subscription Form, such subscription may:

(a) Include the white-labeling or custom branding of the Service and an instance of the App for the Administrator’s organization;

(b) Include release of a custom or white-labeled instance of the App on the Apple App store and Google Play store under the name of the Administrator’s organization – for this purpose an Administrator may be required to register for its own developer account on such stores, in which case it will be required to register Optix as an authorized developer or equivalent, and grant Optix such access to enable Optix to release the white-labeled App on such stores on the Administrator’s behalf or as otherwise agreed between Optix and Administrator under the applicable Subscription Form;

(c) Allow for integration of the Service with supported platforms (such as platforms providing calendars, payment gateways, CRM platforms, access control systems, accounting software, messaging and other services), as more fully detailed in Section 4 below;

(d) Allow for the collection and analysis of patterns of usage of the Administrator’s Workplace by End Users and the provision of insights, recommendations and other value-added input (see further Section 7 below);

(e) Enable the booking of, and payment for, resources within the Workplace by End Users;

(f) Enable purchase of, and payment for, services and products offered by Administrator or other authorized third parties (if applicable) through the Service;

(g) Allow for the managed scheduling and booking of resources;

(h) Enable administration of End Users’ accounts, records, services and subscriptions, and billing; and

(i) Such other service modules, tools, or product options as may be selected or specified in the accepted Subscription Form, or enabled by the Administrator in the Website and Platform.

1.3. The Service for End Users. The functionality of the Service will be determined by the Administrator of each Workplace for which such End User is registered. Typically, the Service may be used by End Users to:

(a) “Check-in” to any Workplace where they are registered;

(b) Reserve resources within those Workplaces, including any meeting rooms, desks or other resources;

(c) Purchase products and services offered by Administrator or other authorized third parties (if applicable) through the Service;

(d) Where applicable, pay for such usage and purchases, or register such usage and purchases against an account number;

(e) Communicate with the Administrator and with other End Users in a Workplace;

(f) Locate resources and other End Users in a Workplace who are registered in the App;

(g) Subscribe to, and pay for, services and plans offered by the Administrator; and

(h) Such other functionality as may have been subscribed for or enabled by the Administrator of that Workplace.

1.4. Use of Hardware. Effective implementation and use of aspects of the Service may include the installation and use by Administrators in Workplaces of certain Hardware (including without limitation Bluetooth beacons, access control systems, WiFi devices, and internet-of-things enabled devices or such other technology as may be recommended by Optix or other third parties from time to time). Use of any Hardware provided by Optix will be subject to the provisions of Section 6 below.

1.5. Data collected through the Service. Data regarding Service, App and Workplace usage patterns by Users will be collected, used and stored in accordance with the terms of this Agreement (including without limitation Section 7 below) and, in respect of any personal data captured by Optix, in accordance with the Optix privacy policy https://optixapp.com/privacy (the “Optix Privacy Policy”).

1.6. Workplace Usage Data. Workplace usage data is used for a variety of purposes set out on the Website and Optix Privacy Policy from time to time, and may include without limitation assisting in:

(a) Effectively managing shared resources within a Workplace;

(b) Analyzing usage of resources within the Workplace;

(c) Identifying whether End Users are in the Workplace, and which End Users are in the Workplace;

(d) Allowing for communication between multiple End Users and between End Users and Administrators in respect of use of the Workplace;

(e) Using Workplace-specific usage data to help optimize Workplace scheduling and usage for the Administrator; and

(f) Using aggregated and anonymized Workplace usage data to create benchmarks and industry reports to support the community.

Administrator will have the ability to set the extent of information that is requested for collection from End Users; however, certain data is required by Optix in order to create an account and use the Service. Administrators may determine whether or not certain End User data is optional or mandatory and whether End Users can provide certain data through the App in an anonymous form. Optix does not control or take responsibility for any data requirements of Administrator, and it is Administrator’s responsibility to ensure that any such request, collection and use of any End User data is lawful.

1.7. Service and App Usage Data. Through the capabilities of the Platform (including the use of AI-tools such as the Optix chatbot), Optix will have the ability to view and track usage of the Service and App by Users. Such data is used for internal business purposes (e.g., service improvement) and may be used to provide insights and recommendations to Administrators on optimizing use of the Service and App by their Users (e.g., driving user engagement).

2. SUBSCRIPTION TO THE SERVICES.

2.1. Creating an Account. You must create an account in order to use the Services. If You are an Administrator, You may create an account by submitting a Subscription Form to Optix through the Website or as otherwise indicated by Optix (subject to its acceptance by Optix). If You are an End User, You may create an account through the App or, where applicable, an Administrator’s white-labeled App. To create an account, You will be asked to provide certain basic information in order to purchase/use the Services. Where You are an End User, this information may include Your name, address, telephone number, email address and the Workplaces that You wish to be subscribed to or purchase services from, and such other data as may be requested from time to time. Where You are an Administrator, this information may include Your company name, address, main contact person including that person’s telephone number, email address and credit card details. All financial information is held by an external payment gateway (Stripe, Inc.). Optix will hold Your personal information in accordance with the terms of the Optix Privacy Policy which You should read carefully. Administrator is responsible for all activities that occur in its accounts and for maintaining the security and confidentiality of any login details to such accounts. When creating an account You will be required to select and subscribe to a subscription plan which includes different options for different modules and features of the Service. Certain optional features of the Services may require implementation and set up and further information on the same can be obtained through the Website.

2.2. White-labeled/Configuration. Initial setup by Optix will include branding the white-labeled App in the Administrator’s colors and brand. Administrator grants Optix a non-exclusive, non-transferable, royalty-free license to use its brand, logo and any other material provided by Administrator solely for the purpose of customizing the appearance of the Administrator’s white-labeled App on behalf of Administrator. Optix may require Administrator to agree and execute a custom consent letter to permit Optix to use Administrator’s branding and data to enable Optix to represent Administrator as a developer to publish and maintain apps for Administrator with third party app stores.

2.3. Add-On Services. Optix may provide additional services to Administrators from time to time which may include onboarding, orientation, training, coaching, advisory, and customer success. Use of such optional services will be subject to this Agreement, the Optix Privacy Policy, and any other service specific terms specified by Optix.

2.4. Trials and Pilots.

(a) Trial Access. Administrators may access certain specified modules in the Platform on a trial, evaluation basis for the period of time indicated at the time of selecting Administrators’ subscription plan. For greater certainty, trials are at the discretion of Optix and Optix reserves the right to cancel or terminate a trial immediately at any time on provision of written notice to You. Optix hereby grants to Administrator, and Administrator hereby accepts, a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free right, during the trial evaluation period, to access and use the Service for evaluation purposes only, subject to the terms and conditions of this Agreement. Optix will provide to Administrator without charge, reasonable email support requested by Administrator for the trial evaluation period in connection with the use and operation of the Service.

(b) Pilot. Optix may from time to time agree to make the Services available to Administrators on a pilot basis (a “Pilot”), where expressly provided for in the applicable Subscription Form. In such case: (i) the Subscription Form will state the duration of such Pilot (the “Pilot Period”); (ii) no Fees will apply, except for any Pilot use fee (“Pilot Use Fee”) specified in that Subscription Form, which Pilot Use Fees will be non-refundable; (iii) the Services are provided “AS IS” and no warranty obligations of Optix will apply for the duration of the Pilot Period, and (iv) Administrator may terminate this Agreement and all of its rights hereunder by providing Optix written notice thereof no less than 10 days prior to the end of the Pilot Period; otherwise, this Agreement will continue in effect for the remainder of the Initial Subscription Term and any Renewal Subscription Term (subject to earlier termination as provided in the Agreement).

(c) Beta Access. Optix may provide access from time to time to new features or functionality which are still in the testing or development stage (“Beta Services”). Such features or functionality are provided ‘as is’ and ‘where is’ with no guarantees of any kind. Optix reserves the right to discontinue any Beta Services at any time or to limit use of the same without prior notice. You acknowledge that Beta Services may be less stable and any support and service levels provided in respect of the Services do not apply to Beta Services.

2.5. Access to the Service. Subject to submission and acceptance of a Subscription Form, payment of the applicable Fees and Your compliance with the terms and conditions of this Agreement, Optix will make the Service available to Administrator and, to the extent authorized by Administrators, End Users during the Subscription Term. Administrator and its authorized End Users have a revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and the user interface solely for Administrator’s internal business purposes in connection with its use and receipt of the Service during the Subscription Term. Subject to the terms and conditions of this Agreement, Optix hereby grants to Administrator a revocable, non-exclusive, non-transferable, non-sublicensable (other than to its authorized End Users as provided herein) limited license during the Subscription Term to use the Documentation, and any reports or deliverables made available to Administrator, solely for the purpose of Administrator’s use and receipt of the Service. No copy of the software underlying the Service is sold, licensed or otherwise delivered to You, and all rights not expressly granted in this Agreement are reserved to Optix and its licensors. Administrator will be entitled to use the modules provided in the subscription plan selected and purchased by Administrator. On creation of Your account, if You are an Administrator, You will be able to create Your own login details enabling direct access to Services for multiple levels of access by Administrator’s permitted users. Administrator will have the ability to trial, subscribe, suspend and unsubscribe from modules (both paid and free modules depending on Administrator’s subscriptions) of the Service.

2.6. Use and License Restrictions. No copy of the software underlying the Service is sold to You; any software or code that is made available to You is licensed, not sold. You will use the Services (including any Code, as defined below, if You are granted access to such Code) solely as contemplated in this Agreement and will not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the Service, any Code, the Documentation or any Intellectual Property Rights therein available to any third party. You will not: (a) modify, translate, reverse engineer, decompile, disassemble, copy, re-use, re-create or create derivative works based on the Service or any software or code (whether compiled, object code, source code or otherwise) provided to You or uploaded to any application store on Your behalf (together, the “Code”) except to the extent expressly agreed upon in writing by Optix or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other use restrictions that are built into the Services; (c) access or use the Services or any Code in order to (i) build a competitive product or Services; (ii) copy any ideas, features, functions or graphics of the Service; or (iii) conduct benchmarking or competitive analysis of the Service; or (d) use, or permit any third party to use, any AI Outputs or other materials derived from the Services, to (i) develop, train, fine-tune, calibrate, validate, benchmark or improve any artificial intelligence, machine learning, large language or other model, algorithm or system; (ii) develop or offer any product or service that competes with the Service or any part of it; or (iii) reverse engineer, derive or attempt to derive the underlying models, weights, prompts, architecture or training data of any AI Technology. This restriction in clause (d) applies whether the AI Outputs are used alone or in combination with other data, and whether directly or through any agent, contractor or automated process. Code is only made available to Administrators for the purpose of their use of the Service and release of the white-labeled App on the applicable application store – no further rights are granted to any party in respect of the Code, and any other use is strictly prohibited. Any further restrictions set out in this Agreement in respect of the Services will, for the avoidance of doubt, include the same restrictions on the use of the Code or any of it.

2.7. Restrictions on Use of the Services. You will not (a) use, or permit the use of, the Services for an illegal purpose, criminal offence, infringement of Intellectual Property Rights, harassment (including annoying or offensive transmissions), or in a manner that would cause interference with network operations; (b) resell, remarket, transfer or share the Services or receive any charge or other benefit for the use of the Services, or attempt to bypass Optix’s network, or re-arrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; or (c) remove any proprietary notices, labels, or marks from the Optix Property or modify, alter, or deface any of the trademarks, service marks, or other materials in which Optix or its licensors hold Intellectual Property Rights made available through the Services, nor use any of the foregoing except for the specific purpose for which they are made available to You.

2.8. Lawful purposes. You will at any and all times meet Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Services in Your country, including applicable rules that govern the export or import of software and laws relating to collection and use of personal information. You agree to use the Services for lawful purposes only. In this respect You may not, without limitation: (i) use the Services to manage any illegal operations; (ii) use any type of spider, virus, worm, trojan horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Services (including Optix’s proprietary software which may be available for download on the Website); (iii) send any unsolicited commercial communication not permitted by applicable law; or (iv) endanger any part of any system or Internet connection of Optix or any third party through Your use of the Service.

2.9. Third Party Software & Services. The technology underlying the Service may incorporate and embed software and other technology (which may include AI Technology), owned and controlled by third parties. Any such third party software or technology that is incorporated in the Platform falls under the scope of this Agreement. No copy of such third party software is sold or delivered to You, and it will be made available to You on the terms of this Agreement unless additional or separate terms apply as indicated at the time of account access. For further information about third party subprocessors of any personal information processed through the Service, please see the Optix Privacy Policy.

3. SERVICE, SUPPORT AND MAINTENANCE TERMS.

3.1. Provision of Service. Conditioned on the terms and conditions of this Agreement and payment of the Fees, Optix will make the Service available to Administrator and its authorized End Users during the Administrator’s Subscription Term.

3.2. Service Responsibilities. The Service has built in help features to assist Administrator in troubleshooting and resolving problems encountered while using the Service. Additional support services may be purchased directly from Optix by a separate agreement.

3.3. Security. Optix will use commercially reasonable efforts to maintain the security and integrity of the Service and Administrator Data.

3.4. Availability. Optix will use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime; or (b) any unavailability caused by circumstances beyond Optix’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Optix employees), or internet services provider failures or delays. Optix will provide updates and upgrades to the technology underlying the Website from time to time to provide new features and improvements, bug fixes and error corrections which will be available across the Platform.

3.5. Incremental Services. From time to time, additional Optix or third-party functionality may be made available by Optix to Administrator. In the case of third-party functionality, such functionality is made available on a pass-through basis pursuant to terms specified by the third-party provider of such functionality. Additional functionality may be purchased by Administrator for additional fees in accordance with any additional terms and conditions specified by Optix. Additional functionality provided by Optix will form part of the Service once purchased but third-party functionality constitutes an add-on subject to its own terms and conditions unless otherwise provided.

3.6. Service Limitations. The Service is not a back-up service and accordingly Optix will not be responsible for any lost data due to server crashes or other events outside Optix’s reasonable control. However, Optix maintains backup of data on its servers to minimize the impact of any server crashes.

4. OPTIX API, LINKS & THIRD-PARTY WEBSITES AND INTEGRATIONS.

4.1. Optix Developer. Optix may make available certain API development tools (“Optix API”) from time to time which enable Users to create apps within the Platform. Use of such API tools is strictly subject to the Optix API terms of use, as set out at https://developer.optixapp.com/. Any apps that may be developed or offered by Users or other third parties using the Optix API (“Third Party Apps”) are not the responsibility of Optix.

4.2. Third Party Sites, Links and Integrations. The Services may present links to third-party websites or third-party Services not owned or operated by Optix. In addition, You or third parties may also provide additional functionality through applications that connect to the Services through the Optix API (“Third Party Connectors”). Optix is not responsible for any aspect of these Third Party Connectors, Third Party Apps or third-party services, including without limitation their functionality, availability, content or access to or use of Your data that You may share with them. You agree that Optix is not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with Your use of or reliance on any content of any such Third Party Connectors, Third Party Apps or third-party services or goods or services available through any such third-party sites, apps or services. Any third-party websites or services, Third Party Connectors or Third Party Apps are subject to the terms and conditions of those websites or services and You are responsible for determining those terms and conditions and complying with them.

Optix or its business partners may present Services offerings, advertisements or promotional materials via the Services. Your dealings with, or participation in promotions of any third-party business partners via the Services are solely between You and such third party and Your participation is subject to the terms and conditions associated with that offering, advertisement or promotion. You agree that Optix is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Services.

While Optix does not prohibit linking to third party websites and content, it does not wish to be linked to or from any third-party web site which contains, posts or transmits any of the content which infringes any third party’s rights or violates any applicable law, or which would otherwise bring Optix into disrepute. Optix reserves the right to prohibit or remove (or require You to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.

5. PAYMENTS THROUGH THE SERVICE.

5.1. Payment Solutions. The Service may include access to a payment solution (“Optix Payments”), which assists Administrators with accepting and processing payments from End Users, and which is provided by one of Optix’s third party service providers, such as Stripe or other payment processing services or platforms, on behalf of Optix. This Service is made available to Administrators in good standing, and at the sole discretion of Optix. Optix reserves the right to collect certain additional information from Administrators in order to provide this Service. Payment fees are set forth on the Website or as otherwise agreed from time to time. Optix reserves the right to revise its Fees at any time, subject to a fourteen (14) day notice period to You.

5.2. Payment Services Features. If You register for Optix Payments, Optix Payments will be able to process credit card or ACH payments through Your Optix account, process full credit card and ACH payment refunds, and allow Your End Users to process payment via email. Optix Payments will also store and manage End User credit cards, permit You to view transactions, deliver automated receipts, and receive notification of payment disputes.

5.3. THIRD PARTY PAYMENT SERVICE AGREEMENTS. IN ORDER TO USE THE OPTIX PAYMENTS SERVICE, YOU MAY BE REQUIRED TO FIRST AGREE TO THE APPLICABLE THIRD PARTY CONNECTED ACCOUNT AGREEMENT, SERVICES AGREEMENT AND OTHER SIMILAR AGREEMENTS (“THIRD PARTY PAYMENT SERVICE AGREEMENTS”). THESE INCLUDE WITHOUT LIMITATION THE AGREEMENTS APPLICABLE TO STRIPE ACCOUNTS, WHICH YOU CAN REVIEW HERE: HTTPS://STRIPE.COM/CA/CONNECT-ACCOUNT/LEGAL , AND WHICH ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT. BY ORDERING OR REGISTERING FOR OPTIX PAYMENTS, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE READ THE APPLICABLE THIRD PARTY AGREEMENTS AND AGREE TO BE BOUND BY THEIR TERMS.

5.4. Accuracy of Information. As between You and Optix, You are responsible for all the information You provide in connection with registering for, and using the Optix Payments features of the Services. You hereby represent and warrant that You are providing true, accurate, and complete information to Optix, and will fully indemnify Optix for any losses, costs, expenses incurred by Optix or any third party arising as a result of Your failure to provide accurate, timely and complete information.

5.5. No Liability for Third Party Services. The Third Party Payment Service Agreements are between the applicable third party payment service provider and You, and Optix will not have any liability or responsibility for any breach of such Third Party Payment Service Agreements, or any losses, damages, expenses, costs or other injuries incurred by You in connection with such agreements.

5.6. User Authorization. If You subscribe to Optix Payments, You hereby authorize Optix to collect certain payment information and data (including account and transaction data, and certain personal information about Your End Users), and to store, use and process such information data for the purposes of providing the Optix Payments service.

5.7. User Covenants. You hereby covenant, represent and warrant that You will not use Optix Payments for any illegal, deceptive or fraudulent activity, including for any illegal businesses, including, without limitation, the Stripe Prohibited Business list, found here: https://stripe.com/legal/restricted-businesses , or any similar list provided by any other payment service provider such as the Payment Gateway providers made available by Spreedly: https://www.spreedly.com/connections . Optix hereby reserves the right, in its sole discretion, at any time, to suspend or terminate Your account if Optix has a good faith reason to believe You or any User has engaged in any fraudulent or illegal activities, or are engaging in prohibited business activity, and to provide any relevant information to the applicable authorities in connection with any investigation of the same.

5.8. Payment Disputes. All payment disputes between Administrators and End Users whether such payment was made or was to be made through Optix Payments or otherwise, are solely between Administrators and such End Users. Optix will not be liable or responsible in any way for any payment dispute between Administrators, End Users and/or any third party that uses the Optix Payments feature to process payments via Your subscription for the Service. You hereby agree to indemnify, defend and hold Optix harmless against any costs, damages, claims, losses, expenses and liabilities incurred by Optix in connection with any payment dispute arising between You and any Administrator, End User or other third party.

5.9. Optix Limitation of Liability. Because the Optix Payments features are provided and hosted by third party service providers, Optix is not responsible for, and expressly disclaims all direct and indirect, incidental, consequential, punitive, exemplary, special or other damages in connection with (i) any technical issues, errors, unavailability or failures, losses, damages, loss of data, lost profits or other losses or claims originating from or arising in connection with the third party payment provider services; (ii) any unauthorized access, hacking, tampering with or to Your account or the third party payment provider services by third parties; or (iii) any software, bugs, viruses, Trojan horses, or other harmful and malicious code that may be transmitted via the third party payment provider services. In certain circumstances third party payment providers may withhold or delay processing transfers and transactions and Optix will not be responsible in any way for any such action taken by third party payment providers.

6. HARDWARE.

If You are an Administrator, Optix will provide You with the Hardware set out in the applicable Subscription Form, or You can purchase Your own Hardware directly or through third party providers and configure it to operate with the Platform. During the Subscription Term, Administrator is responsible for safe keeping, maintenance, operation and the ongoing costs associated with the Hardware. Administrator acknowledges and agrees that the Hardware must be installed, operated and maintained in accordance with the specifications as communicated by Optix to You from time to time. ALL HARDWARE PROVIDED BY OPTIX IS PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER; OPTIX DOES NOT MAKE ANY EXPRESSED, IMPLIED OR STATUTORY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE HARDWARE IT PROVIDES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, INTEGRITY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. OPTIX FURTHER DOES NOT REPRESENT OR WARRANT THAT THE HARDWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES OPTIX WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.

7. PROPRIETARY RIGHTS AND DATA TERMS.

7.1. Exclusive Ownership. Except for the limited rights and licenses expressly granted in this Agreement, Optix and its licensors retain all right, title and interest, including all Intellectual Property Rights, in and to the Optix Property. Without limiting the foregoing, all Modifications to the Optix Property, and all work product, deliverables, reports, insights, recommendations, derivative works and other materials conceived, created or developed by or on behalf of Optix in connection with the Services (whether or not developed at Your request, using Your input or in the course of providing any add-on, implementation or professional services), are and will remain Optix Property. Nothing in this Agreement is intended to transfer any Intellectual Property Rights to, or to vest any Intellectual Property Rights in, You, and all rights not expressly granted to You are reserved to Optix and its licensors. You are only entitled to the limited use of the Intellectual Property Rights expressly granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with Optix’s Intellectual Property Rights. Any unauthorized use of Optix’s Intellectual Property Rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws.

7.2. Administrator Data. If You are an Administrator, as between You and Optix, and subject to the rights and licenses granted to Optix under this Agreement, You own and retain ownership of, including all Intellectual Property Rights in, Administrator content that You and any End User in Your Workplaces provide, store and process through the Service including personal information about End Users and their activities in the Workplace and metrics specific to the Workplace (“Administrator Data”). For greater certainty, Administrator Data does not include any Optix Property, Pattern Data or AI Outputs. If You are an End User, You consent to the Administrator’s ownership of any personal information shared by You with the Administrator through the Service. Details of how Optix uses any personal information collected are set out in the Optix Privacy Policy https://optixapp.com/privacy. Details of how an Administrator uses any personal information should be made available by and sought directly from that Administrator. Administrators set the extent to which information is requested or required from End Users through the Platform. It is also Administrator’s responsibility to ensure that Administrator obtains the appropriate consents to the access by and use of Optix and its subcontractors of End User data in accordance with the terms of this Agreement.

7.3. Content License. You hereby grant Optix a perpetual, worldwide, royalty-free, irrevocable, sublicensable and non-exclusive license to access, host, store, reproduce, modify and otherwise use and process Administrator Data in order to: (i) provide the Services, including storing, hosting and management of such content; (ii) develop, maintain, support and improve the Services and other Optix Property and to develop new products and offerings; and (iii) create Pattern Data. Together Sections 7.3(i), (ii) and (iii) constitute the “Content License”. Optix may use and otherwise process Pattern Data for any purpose without restriction or obligation to You of any kind, and Pattern Data is not Administrator Data or Your Confidential Information. You understand that Optix, in performing the required technical steps to provide the Services, may (a) transmit or distribute Administrator Data over various public or private networks and in various media; and (b) make such changes to Administrator Data as are necessary to conform and adapt that Administrator Data to the technical requirements of connecting networks, devices, Services or media. You represent and warrant to Optix that You have all the rights, power and authority necessary to grant the above Content License and that use of the Administrator Data in the manner contemplated will not breach the rights, including any Intellectual Property Rights, of any third party. You further understand that Optix may share Administrator Data (with any personally identifiable information anonymized) with its third party partners from time to time.

7.4. Content Responsibilities. You are responsible for any and all content provided hereunder and for compliance with this Agreement including obtaining all necessary licenses, permissions and consents to enable all material comprising Administrator Data to be made available to Optix for Optix to transmit, host and store. For greater certainty, You will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Administrator Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and notify Optix promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service.

7.5. Suggestions. To the extent that You or any User submits any suggestions, enhancement requests, recommendations, ideas, documents, proposals or other feedback relating to the operation of the Services (“Feedback”), You acknowledge and agree that the Feedback does not contain any confidential or proprietary information of Yours and that Optix is under no obligation of confidentiality with respect to the Feedback. Optix will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use, commercialize, disclose and/or incorporate into its products, services and business any Feedback.

7.6. Use of AI Tools. Optix may use artificial intelligence tools and techniques (“AI Technology”) to deliver certain features of the Service, including to generate recommendations, insights, virtual assistant and chatbot responses, and other materials (collectively, “AI Outputs”). You acknowledge that AI Technology may be developed and provided by third parties. As between the parties, AI Outputs form part of the Optix Property and are made available to You solely under the rights granted in Section 2.5, provided that any Administrator Data contained in an AI Output remains Administrator Data. OPTIX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY AI TECHNOLOGY AND AI OUTPUTS, INCLUDING AS TO ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU BEAR SOLE RESPONSIBILITY FOR EVALUATING AND VERIFYING ANY AI OUTPUTS AS APPROPRIATE FOR THEIR INTENDED USE. AI OUTPUTS MAY NOT BE UNIQUE, AND THE SERVICE MAY GENERATE THE SAME OR SIMILAR AI OUTPUTS FOR OTHER USERS. AI OUTPUTS GENERATED FOR OTHER USERS ARE NOT CONSIDERED ADMINISTRATOR DATA.

7.7. AI Features; Activation and Fees. Optix may make AI Technology and AI Outputs available as one or more separately identified features or modules of the Service (each, an “AI Feature” and collectively, the “AI Features”). Optix may, in its discretion, offer AI Features on an opt-in basis requiring separate activation or enablement by the Administrator (whether in a Subscription Form, in the Platform, or as otherwise indicated by Optix), and may condition access to AI Features on payment of separate or additional Fees, usage-based or consumption-based pricing, or separate or supplemental terms specified by Optix at the time of activation. Such Fees are Fees for all purposes under this Agreement and may be introduced, changed or discontinued in accordance with Sections 10.1 and 11.3. Optix may modify, suspend or discontinue any AI Feature at any time. No AI Feature is included in any subscription plan unless expressly stated in the applicable Subscription Form or enabled by the Administrator. An Administrator’s activation or continued use of an AI Feature constitutes its agreement to the terms applicable to that AI Feature.

7.8. Human Oversight. Administrator covenants that it will, and will ensure that its personnel and End Users will, use the AI Features and AI Outputs only with meaningful human oversight and review. Administrator will not use AI Outputs as the sole basis for any decision that has a legal, financial, contractual, safety, security, health, employment or other material effect on any person, including decisions regarding access to or exclusion from a Workplace. Administrator will implement and maintain reasonable internal policies, training and controls for the review and verification of AI Outputs before they are relied upon, published, or communicated to any End User or third party. Administrator will not represent any AI Output as reviewed, verified, endorsed or professional advice of Optix. This Section 7.8 is in addition to, and does not limit, the acknowledgements and disclaimers in Section 7.6.

7.9. Disclosure of AI Use to End Users. As between Optix and Administrator, Administrator is solely responsible for all disclosures to, notices to, and consents from its End Users in respect of the AI Features. Without limiting Sections 7.2 or 7.4, before enabling any AI Feature that interacts with End Users, Administrator will disclose to its End Users, in a clear and conspicuous manner: (i) that AI Technology is used in connection with the Service and that responses or materials they receive may be generated by AI Technology rather than a human; (ii) the nature and material limitations of AI Outputs, including that they may be inaccurate, incomplete or unsuitable for a particular purpose and should not be relied upon without verification; (iii) the categories of End User data and inputs that are processed by the AI Features; and (iv) how an End User may contact a human representative of the Administrator instead of, or in addition to, an AI Feature. Administrator will obtain and maintain all notices, consents, permissions and authorizations required under applicable law for the processing of End User data by the AI Features. Administrator will refresh or supplement any pre-existing consents or privacy notices to the extent they do not already cover the AI Features, and will promptly implement any additional AI-specific disclosures or consent mechanisms Optix reasonably requests. Optix does not control and is not responsible for the sufficiency of Administrator’s disclosures, notices or consents to End Users.

8. CONFIDENTIALITY.

8.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Administrator Data, the Optix Property, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. For greater certainty, Pattern Data and AI Outputs are not the Confidential Information of an Administrator or End User.

8.2. Obligations. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

8.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

8.4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections contained in this Agreement, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

9. TERM AND TERMINATION.

9.1. Services Period and Renewals. Where You are an End User, the term of Your subscription will be from the date of creation of Your account until the date that You terminate Your account, unless otherwise terminated in accordance with this Section 9. If You are an Administrator, the initial duration of Your subscription to the Service (the “Initial Subscription Term”) will be as set out in the applicable Subscription Form. Unless otherwise specified on the applicable Subscription Form, each Subscription Term will automatically renew for additional twelve (12) month periods (each, a “Renewal Subscription Term” and, together with the Initial Subscription Term, the “Subscription Term”) unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term. You may update Your subscription preferences at any time through Your account.

9.2. Termination by Administrator. Without limiting Section 9.1, You may terminate the Service with effect from the end of any current Subscription Term by giving not less than thirty (30) days’ advance written notice. Termination of the Services will not entitle You to a refund of any amounts prepaid for the Services.

9.3. Services Suspension or Termination by Optix. Without limiting any other rights or remedies available to it under this Agreement, at law or in equity, Optix may, in its discretion, limit or suspend the rights granted under Section 2.5 and Your access to or use of the Services, the Website or any component thereof, and prohibit access to Your user account and/or user ID, with immediate effect: (i) for scheduled or emergency maintenance; (ii) due to an event described in Section 15.1; (iii) if Optix believes in good faith that You or any of Your Users has breached this Agreement, including by infringing the Intellectual Property Rights of any third party or engaging in fraudulent or illegal activities; (iv) to address any security concerns; or (v) if required to do so by any governmental or regulatory authority or as a result of a change in applicable law. In addition, Optix may terminate this Agreement and Your account, with immediate effect, by written notice to You if: (a) You breach any material term or condition of this Agreement and fail to cure such breach within 30 days of receipt of written notice thereof, except that where the breach is incapable of cure such termination will be effective immediately; or (b) You make an assignment for the benefit of creditors, are unable to pay Your debts as they mature in the ordinary course of business, or any proceedings are instituted by or against You under any insolvency laws or for reorganization, receivership or dissolution. Any suspension or termination under this Section 9.3 will not relieve You of Your obligation to pay all Fees and other amounts due under this Agreement. Optix will effect any suspension or termination by providing notice to You to the email address You have provided (if any), and/or by preventing Your access to Your account.

9.4. Effect of Termination. Upon termination of this Agreement, the Services will terminate and Optix will terminate Your account thirty (30) days after a failure to renew Your subscription, if You have closed Your account or if this Agreement is terminated for any other reason. Optix will not be liable in respect of any damage caused by the termination of this Agreement or closure of Your account.

10. PAYMENT TERMS.

10.1. Fees. Services are purchased by Administrators for Subscription Terms with payment for the specific periods being due and payable in advance, as set out during the subscription process. End Users are not charged any Fees by Optix, but Administrator may use the Service to process and monitor fees that may be charged by Administrator to End Users. Optix reserves the right to change its Fees by providing written notice to You by email at least thirty (30) days ahead of such change. The rates in the Subscription Form are valid for the Initial Subscription Term and thereafter, for each Renewal Subscription Term, may be subject to an automatic adjustment increase of up to ten percent (10%) per year. Professional Services may be available on a time and materials or fixed or variable quote basis as agreed with Optix in an order form or quotation provided by Optix to You.

10.2. Payment & Charges. Your access to and use of the Services is subject to Your payment of the applicable Fees due for the Services selected by You as set out on the Website and all other applicable amounts, charges and taxes indicated to You when You purchase Services (or otherwise notified to You by Optix from time to time) when You use the Service or noted on Your invoice and viewable in Your account profile. Unless otherwise stated on the invoice, all invoiced amounts are due upon receipt. If You pay by credit card, payment of such invoice will be processed immediately using the credit card on file for You. Receipts for purchased Services will be delivered to You electronically. You will: (i) keep the billing, credit card (if applicable) and payment information You provide to Optix or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; otherwise, Optix may suspend the Services; (ii) if You pay by credit card, promptly advise Optix if Your credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for Your failure to pay any Fees billed to You by Optix caused by Your failure to provide Optix with up to date billing information. To offset its additional processing costs, Optix may charge You for administrative charges as set from time to time for administrative or account activities, including: collection efforts due to non-payment or having a balance over Your credit limit; returned or rejected payments; or changes in personal identifier information. All administrative charges charged to You will be indicated to You on Your invoice or receipt and You will pay all such charges.

If Your account is fourteen (14) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Optix reserves the right to suspend Your access to the applicable Service (and any related services) without liability to You until such amounts are paid in full. Optix also reserves the right to suspend Your access to the Services without liability to You if Your use of the Services is in violation of this Agreement.

10.3. Taxes. You are responsible for paying any applicable governmental sales, use, value-added, commodity, harmonized and other taxes imposed on Your purchase or use of the Services. To the extent Optix is required to collect such taxes, the applicable tax will be added to Your billing account.

10.4. Transaction Processing. Optix will cause transactions in respect of Your purchase of Services to be processed, and applicable Fees owing by You to be collected. All subscriptions will automatically renew and the relevant Fees for the applicable Renewal Subscription Term will be processed and charged to You in full unless You notify Optix at least thirty (30) days prior to expiration of the then-current Subscription Term that You wish to discontinue the Services. Recurring payments for periodic subscriptions are processed on the account anniversary date for any subscriptions.

10.5. Pre-authorized Payment. By providing a credit card to Optix as part of Your account set-up for pre-authorized payments, You authorize Optix to charge Your credit card for all outstanding Fees, taxes and charges and outstanding account balances due under the Agreement, and this constitutes Optix’s good and sufficient authority for so doing. If Your pre-authorized payment method fails, Optix will provide notification to You of payment failure. If You fail to rectify the payment failure within ten (10) days of written notice, Optix may immediately deactivate Your account without notice to You and collect Fees owing using other collection mechanisms. If You have not paid applicable Fees within thirty (30) days of the due date, Optix will automatically terminate Your account and delete all Administrator Data from Optix’s servers. You are solely responsible for all charges incurred under Your account by You or third-parties.

11. CHANGES TO SOFTWARE, SERVICES AND AGREEMENT.

11.1. Updates to Agreement. Please note that this Agreement is subject to change by Optix in its sole discretion at any time. When changes are made, Optix will make a new copy of the Agreement available on the Platform or Optix will send You an email or Platform notification. Optix will also update the “Last Updated” date at the top of the Agreement. Any non-material change (such as clarifications) to this Agreement will become effective on the date the change is posted and any material changes to the Agreement will be effective: (i) immediately for new Users of the Services; and (ii) thirty (30) days after posting notice of such changes on the Platform. Optix may require You to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You will stop using the Services. Otherwise, Your continued use of the Services constitutes Your acceptance of such change(s). Please regularly check the Platform to view the then-current Agreement. Unless otherwise indicated by Optix, any future release, update, or other addition to functionality of the Services will be subject to this Agreement. It is the Administrator’s responsibility to transmit to and ensure that its End Users have read and agreed to the current versions of the Optix Privacy Policy and Agreement (whether usage is white-labeled or not).

11.2. Changes to the Platform. Optix may discontinue, alter, update or upgrade the Platform from time to time. Updates and upgrades to core framework and plug-ins will be processed automatically.

11.3. Changes to Fees and Services. Optix may change the Services, any Services fees, amounts, charges (including one-time charges), and/or other aspect of any of the Services at any time upon reasonable notice to You by posting the change on the Website, sending notice via an email to the email address You provide on registration, Your invoice, in writing, or any other notice method likely to come to Your attention. If You do not accept the change, Your sole recourse is to terminate the Services with effect from the end of the then-current Subscription Term. Your continued access to and use of the Services after the change has come into effect constitutes Your acceptance of the change and You acknowledge and agree that (i) You will be deemed to have accepted the change, with no additional written agreement or express acknowledgement required; and (ii) You will continue to be responsible to pay for the Services unless You terminate in accordance with Section 9.2.

12. EXCLUSIONS; LIMITATION OF LIABILITIES.

12.1. NO WARRANTIES. OPTIX DOES NOT GUARANTEE THAT THE SERVICES WILL ALWAYS BE AVAILABLE, THAT THEY WILL OPERATE WITHOUT FLAW OR THAT THEY WILL NOT CAUSE ANY DATA LOSS. THE PLATFORM, SERVICE AND ALL OPTIX PROPERTY ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER; OPTIX DOES NOT MAKE ANY EXPRESSED, IMPLIED OR STATUTORY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, INTEGRITY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. OPTIX FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR OPTIX PROPERTY WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES OPTIX WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. OPTIX CANNOT GUARANTEE THE ACCURACY OF ANY INFORMATION (INCLUDING AI OUTPUTS) OBTAINED FROM THE SERVICE AND DOES NOT ACCEPT ANY RESPONSIBILITY FOR ANY DECISION MADE BY YOU ON THE BASIS OF ANY INFORMATION OR DATA PROVIDED BY THE SERVICE OR THROUGH FEATURES SUCH AS THE OPTIX CHATBOT AND ANY RECOMMENDATIONS, ADVICE OR INSIGHTS ARE PROVIDED WITH REASONABLE CARE BUT ARE DEPENDENT ON THE DATA AND INFORMATION WHICH IS AVAILABLE.

12.2. LIMITATION OF LIABILITY – AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), EQUITY OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE LIABILITY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL OPTIX’S AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS OR DISTRIBUTORS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS SECTION LIMITS YOUR OBLIGATION TO PAY FEES AND OTHER AMOUNTS DUE UNDER THIS AGREEMENT OR YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.1.

12.3. LIMITATION OF LIABILITY – TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY (INCLUDING, IN THE CASE OF OPTIX, ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) REVENUE OR PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR REPLACEMENT OR RECOVERY COSTS; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE, IN EACH CASE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE.

13. INDEMNIFICATION.

13.1. Administrator Indemnity. You agree on demand to indemnify, defend and hold Optix, its affiliates and Optix staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, (b) violation of any rights of any third party (including without limitation the rights of any User, whether in respect of their rights under applicable privacy legislation or otherwise), (c) misuse of the Services, (d) any claim that Administrator Data, or Optix’s use or processing of Administrator Data as permitted under this Agreement, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any third party, or (e) activation, enablement, configuration or deployment of any AI Features, use of, reliance on, or interaction with any AI Outputs by You or any of Your End Users, any decision made or action taken (or not taken) by You or any of Your End Users on the basis of an AI Output, failure to comply with Sections 7.7 through 7.9, or any claim by an End User or other third party arising out of or relating to disclosures, notices or consents concerning the AI Features.

13.2. Optix Indemnity. Optix will defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the Intellectual Property Rights of a third party, and will indemnify You for any damages finally awarded against, and for reasonable attorneys’ fees incurred by, You in connection with any such claim; provided, that You (a) promptly give Optix written notice of the claim; (b) give Optix sole control of the defense and settlement of the claim; and (c) provide to Optix all reasonable assistance, at Optix’s expense. The foregoing obligations do not apply to any claim arising out of or relating to: (i) any combination, operation or use of the Services with any products, services, data or materials not provided or authorized by Optix, including any Third Party Apps, Third Party Connectors or third-party services; (ii) any modification of the Services other than by Optix; (iii) Administrator Data or Your use of the Services other than as permitted under this Agreement; (iv) any Beta Services, Pilot, trial or Hardware; or (v) any AI Technology or AI Outputs, including any claim that an AI Output, or Your use, publication, distribution or other exploitation of an AI Output, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any third party. If the Services are, or in Optix’s opinion are likely to be, the subject of such a claim, Optix may at its option and expense procure the right for You to continue using the Services, modify or replace the affected functionality so that it is non-infringing, or terminate this Agreement and refund any prepaid, unused Fees attributable to the period after termination. THIS SECTION 13.2 SETS OUT OPTIX’S SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND IS IN LIEU OF ANY REPRESENTATION, WARRANTY OR CONDITION OF NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED.

14. DEFINITIONS.

In addition to terms defined in the body of this Agreement, the following capitalized terms have the following meanings:

“Documentation” means “how to” user guides and reference materials on the Website and App for the Service.

“Fees” means the applicable subscription fees payable by Administrator to Optix for the right to receive access to the Service, all as further described on the Website and in the Documentation, and includes any fees payable for Professional Services.

“Hardware” means the hardware set out in an applicable Subscription Form (such as Bluetooth beacons) that is necessary for use in connection with the Service, together with any hardware purchased by Administrator directly or through third party providers and configured to operate with the Platform.

“Intellectual Property Rights” means any 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 rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.

“Optix Property” means the Platform, the Website, the App, the Service, the Code, the Documentation, the Optix API, Pattern Data, AI Outputs, Optix’s Confidential Information, all software, technology, know-how, methodologies and other materials used or developed by or on behalf of Optix to provide any of the foregoing, and any Modifications to any of the foregoing.

“Pattern Data” means non-personally identifiable information, data and reports derived from or compiled through the Service, the Website and the App, including but not limited to demographics data, mobility patterns, geolocation data, information regarding how Users interact with the Service, the Website and the App (including frequency and duration of usage, features or functions accessed, user preferences and patterns of behavior), and trend data such as aggregated data and statistics indicating frequency of use and popularity of the Services. Pattern Data does not identify a specific Administrator or its Users, and any Pattern Data disclosed by Optix to third parties will be anonymized and will not relate to a specific Administrator’s business (including data relating to a specific Administrator’s locations that receive the Services).

“Professional Services” means implementation, configuration, onboarding, training, advisory and other professional services provided by Optix to Administrator, as described in an applicable Subscription Form, order form or quotation.

“Service” means the core Optix Software as a Service (SaaS) offering made available on a subscription basis through Optix’s proprietary SaaS technology and platform. The Service includes access to core modules and optional modules and features made available by Optix from time to time.

“Subscription Form” means a subscription form for Administrators to the Service as published by Optix from time to time.

“Workplace” has the meaning given in Section 1.1.

15. GENERAL TERMS.

15.1. Force Majeure. Except for each party’s obligations to pay money, neither party will be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes or shortages of materials.

15.2. Administrator Services Support. For assistance with questions regarding this Agreement or the Services, if You have other enquiries, or if You require further assistance regarding use of the Services provided by Optix, please contact Optix using the contact details located here: https://optixapp.com/.

15.3. Logos. Optix may refer to You in Optix’s Administrator list and may use Your corporate name and logo for this purpose. For the avoidance of doubt, Optix will not use Your name, logo, any other trademark or trade-name of Yours for any other purposes without Your prior consent.

15.4. Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and Optix with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

15.5. Severability & Waiver. Should any term or provision hereof be deemed invalid, void or un-enforceable either in its entirety or in a particular application, the remainder of this Agreement will nonetheless remain in full force and effect and the invalid, void or unenforceable portion will be severed from the Agreement. If Optix does not take action against all breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.

15.6. Assignment. You are not allowed to assign this Agreement or any rights hereunder without the prior written consent of Optix, such consent not to be unreasonably withheld. Optix is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.

15.7. Applicable Law and Venue. This Agreement will be governed by and construed in accordance with the laws of British Columbia, Canada without giving effect to any conflict of laws or provisions whether contained in Canadian law or the laws of Your current state or country of residence. Any legal dispute arising out of or relating to this Agreement will be subject to the Arbitration Agreement found at https://www.optixapp.com/dispute-resolution/. Notwithstanding the foregoing, Optix may seek relief, including injunctive and other equitable relief, in respect of any actual or threatened infringement or misappropriation of Optix’s Intellectual Property Rights or any breach of Section 8 (Confidentiality), and may pursue collection of unpaid Fees, in any court of competent jurisdiction.

15.8. Contact Information. If You have any questions about this Agreement or if You wish to make any complaint or claim with respect to the Website, App or Service, please contact Optix at: info@optixapp.com

ShareDesk Global, Inc.
612 – 55 Water Street
Vancouver, British Columbia
V6B 1A1
Canada