Terms of Use

Agreement to Legal Terms

We are SPX INTERACTIVE SOFTWARE INC ("SPX", "we", "us", "our").

We operate, as well as any other related products and services that refer to or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by email at info@spxis.com or by mail to SPX INTERACTIVE SOFTWARE INC, 1318 Oriole Avenue, Port Coquitlam, British Columbia V3B 5H6, Canada.

These legal terms create a contract between you (or an entity you represent) and SPX. By using the Services, you agree that you have read, understood, and agreed to all of these Legal Terms. If you don't agree with all of these legal terms, you can't use the services.

Any extra rules or documents that we might post on the Services from time to time are also part of this agreement. We can change these Legal Terms at any time and for any reason. We will notify you of any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to review these Legal Terms periodically to stay informed of updates. If you keep using the Services after we make any changes to the Legal Terms, you're agreeing to the changes.

1. Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. If you use the Services in other locations, you're doing so on your own and are responsible for following local laws.

2. Intellectual Property Rights

Our Intellectual Property

We own or have the rights to all of the intellectual property in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our content and marks are protected by copyright and trademark laws and treaties around the world.

The content and marks are provided "AS IS" for your personal, non-commercial use or internal business purpose only.

Your Service Usages

If you follow these legal terms, including the "Things You Can't Do" section below, we give you a non-exclusive, non-transferable, revocable license to:

• access the services
• download or print any part of the content that you have the right to access

for your personal, non-commercial use or for internal business purposes.

Unless stated otherwise in this section or elsewhere in our Legal Terms, you cannot copy, reproduce, or use any part of the Services, Content, or Marks for commercial purposes without our permission.

If you want to use the Services, Content, or Marks in any way that isn't covered in this section or elsewhere in our Legal Terms, please send your request to: info@spxis.com. If we ever let you post, reproduce, or display any part of our Services or Content publicly, you must say that you own or have a license for the Services, Content, or Marks. You must also make sure that any copyright or proprietary notice appears or is visible when you post, reproduce, or display our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

If you violate these intellectual property rights, you will have breached our legal terms. This will cause your right to use our services to end.

Your Submissions and Contributions

Please read this section and the "Things You Can't Do" section carefully before using our Services. This will help you understand your rights and obligations when you post or upload content through the Services.

Submissions

If you send us any questions, comments, suggestions, ideas, or other information about the Services ("Submissions"), you agree to give us all the intellectual property rights in such Submission. You agree that we own this Submission and can use and share it however we want, including commercially, without having to say thanks or pay you.

Be Responsible with Your Posts and Uploads

• You have read and agreed to our "Things You Can't Do" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening, sexually explicit, false, inaccurate, deceitful, or misleading.
• If the law allows, you give up any moral rights to your Submission.
• Your submissions are original or you have the necessary rights and licenses to submit them.

You are responsible for your submissions, and you agree to pay us back for any losses we suffer because of your breach of this section, any third party's intellectual property rights, or applicable law.

3. User Representations

When you use the Services, you promise that: (1) You have the legal capacity and agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction where you live; (3) you will not access the Services through automated or non-human means; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation.

If you give us any information that is not true, wrong, out of date, or not complete, we have the right to stop or end your account and refuse any and all current or future use of the Services (or any part of them).

4. Things You Can't Do

• You can't collect or compile data or other content from the Services to make a collection, compilation, database, or directory without our permission.
• Don't trick, defraud, or mislead us or other users. This includes trying to learn sensitive account information, such as user passwords.
• Do not circumvent, disable, or otherwise interfere with security-related features of the Services.
• Don't use the Services to harass, abuse, or harm another person.
• Don't misuse our support services or make false reports of abuse or misconduct.
• Don't use the Services in a way that goes against any applicable laws or regulations.
• Don't link to or frame the Services in a way that we haven't approved.
• Don't upload or transmit viruses, Trojan horses, or other harmful material. Also, don't use excessive capital letters or send spam.
• Don't use scripts to send comments or messages, or use data mining, robots, or similar data gathering and extraction tools.
• Don't remove the copyright or other proprietary rights notice from any Content.
• Don't try to pretend to be another user or person or use another user's username.
• Don't upload or share any material that collects or transmits information, like gifs, pixels, web bugs, cookies, or other similar devices.
• Do not interfere with, disrupt, or create an undue burden on the Services or the networks connected to the Services.
• Don't harass, annoy, intimidate, or threaten any of our employees or agents.
• Don't try to get around any of the Services' security features designed to prevent or restrict access.
• Don't copy the Services' software, like HTML, CSS, JavaScript, TypeScript and other code.
• You may not decipher, decompile, disassemble, or reverse engineer any of the software that is part of the Services, unless the law says it's okay.
• You may only use, launch, develop, or distribute an automated system if it is used, launched, developed, or distributed by a standard search engine or Internet browser.
• You may not use or launch any unauthorized script or other software.
• You may not use a buying agent or purchasing agent to make purchases on the Services.
• Don't use the Services for any reason that you aren't allowed to, like collecting usernames and/or email addresses of users by electronic or other means to send unsolicited email, or creating user accounts by automated means or under false pretenses.
• You can't use the Services to compete with us or to make money in any way you want.

5. Contributions Created by Users

The Services do not allow users to submit or post content. We may give you the chance to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services. This could include text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material. Other users of the Services and third-party websites may be able to see your contributions. When you create or make available any contributions, you represent and warrant that:

6. Contribution License

You and Services agree that we may access, store, process, and use any information and personal data that you provide and your choices (including settings).

If you submit suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensating you.

We don't claim ownership of your contributions. You will still own all your contributions, and you will retain all rights to your ideas and creations. We are not responsible for any statements or representations in your Contributions, whether they are in any area of the Services. You are responsible for your contributions to the Services, and you agree not to hold us responsible for them. You also agree not to take legal action against us regarding your contributions.

7. Management of Services

We have the right, but not the obligation, to: (1) Check the Services for violations of these Legal Terms; (2) Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including reporting such user to law enforcement authorities; (3) In our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) Remove or disable any files or content that is excessive in size or burdensome to our systems, without notice, liability, or limitation; (5) Manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

8. Term and Termination

These legal terms will continue to apply while you use the Services. We have the right to limit or deny access to and use of the Services (including blocking certain IP addresses) to any person for any reason or for no reason. This includes, but is not limited to, breaching any representation, warranty, or covenant contained in these Legal Terms or any applicable law or regulation. We can stop you from using or participating in the services, or delete any content or information that you've posted at any time.

If we close or suspend your account for any reason, you cannot register and create a new account under your name, a fake or borrowed name, or the name of any other person, even if you are acting on behalf of that person. We have the right to end or suspend your account and to take legal action, including civil, criminal, and injunctive redress.

9. Changes and Interruptions

We can change, modify, or remove the contents of the Services at any time or for any reason, and we can do so without notice. However, we don't have to update any information about our Services. We will not be responsible for any changes to the Services, including price changes, suspension, or discontinuation.

We can't promise that the Services will always be available. We may experience problems with the technology we use to provide the Services. This could lead to interruptions, delays, or errors. We can change, update, suspend, or stop providing the Services at any time and for any reason without telling you. You agree that we are not responsible for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. These Legal Terms do not obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

10. Governing Law

These legal terms are governed by and defined following the laws of Canada. You and SPX agree that the courts of Vancouver, BC are the only ones that can solve any problems that come up with these legal terms.

11. Disputes

a. Informal Negotiations

To make it easier to solve any disagreement, dispute, or claim related to these Legal Terms (each a "Dispute" and together, the "Disputes") that is brought by either you or us (each a "Party" and together, the "Parties"), the Parties agree to first try to negotiate any Dispute informally for at least 30 days before starting arbitration. Such informal negotiations start when one party sends the other a written notice.

b. Arbitration

If there is any disagreement about these Legal Terms, including whether they exist, are valid, or should be ended, it will be sent to the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) to be decided according to the rules of the ICAC. The number of arbitrators shall be 3. The seat, or legal place, of arbitration shall be Vancouver, BC. The language will be English. The law that governs these legal terms is the law of Canada.

c. Restrictions

The parties agree that any arbitration will only address the dispute between them as individuals. To the full extent permitted by law:

• Arbitration cannot be combined with any other legal action.
• There is no right or legal basis for any dispute to be arbitrated on a class-action basis or to use class action procedures.
• There is no right or legal basis for any dispute to be brought on behalf of the general public or other persons.

d. Exceptions

The following disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:

• Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party.
• Disputes related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use.
• Claims for injunctive relief.

If this part of the agreement is found to be illegal or unenforceable, neither party will choose to use arbitration for any disputes that fall within that part of the agreement. Instead, those disputes will be decided by a court that has the right to hear such cases. The parties agree to submit to the personal jurisdiction of that court.

12. Corrections

There may be information on the Services that contains typos, inaccuracies, or omissions, including descriptions, pricing, availability, and other information. We have the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without telling you first.

13. Disclaimer

The services are provided in their current state and are available for use as they are. YOU AGREE THAT YOU ARE THE ONLY ONE RESPONSIBLE FOR ANY RISK ASSOCIATED WITH THE USE OF THE SERVICES. To the fullest extent allowed by law, we do not guarantee the quality of the services or how you will use them. This includes any implied warranties, such as merchantability, fitness for a particular purpose, and non-infringement.

We don't guarantee that the services' content is accurate or complete, or that the content of any websites or mobile applications linked to the services is accurate. We will not be for any:

• Mistakes in our services,
• Personal injury or property damage from using our services,
• Unauthorized access to our secure servers or personal information stored on them,
• Interruption or cessation of transmission to or from the Services,
• Bugs, viruses, Trojan horses, or similar issues that may be transmitted to or through the Services by a third party, and/or
• Errors or omissions in any content, materials, or loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services.

We are not responsible for any of the products or services that are advertised or offered by other companies through our services, websites, or mobile applications. This includes any advertising that appears on a banner or in other places. We are also not responsible for any transactions that you have with the companies that provide products or services. As with any purchase, whether online or in-person, it's important to use your judgment and be careful.

14. Limitations of Liability

We, and our directors, employees, and agents, will not be responsible for any damages you or a third party suffers because of our services, even if we have been told that such damages are possible. This includes damages that are direct, indirect, resulting, special, or punitive, as well as damages from lost profit, lost revenue, loss of data, or other damages. No matter what it says here, we are only responsible for damages you incur if and only if the amount we paid you for any reason is less than the amount you paid us. Some US state laws and international laws do not allow for limitations on implied warranties or the exclusion or limitation of certain damages. If you are affected by these laws, some or all of the disclaimers or limitations above may not apply to you. You may have additional rights.

15. Indemnification

You agree to defend, indemnify, and hold us harmless. This means that you agree not to hold us responsible for any loss, damage, liability, claim, or demand made by a third party that may have: (1) used the Services; (2) broken these Legal Terms; (3) broken any promises you made when you signed up for the Services; (4) broken the rights of a third party, including but not limited to intellectual property rights; or (5) done anything bad to another user of the Services with whom you connected via the Services. This includes reasonable attorneys' fees and expenses. The third party may be a subsidiary, affiliate, officer, agent, partner, or employee of ours.

However, we have the right to defend and control any matter for which you are required to indemnify us. You also agree to cooperate with our defense of such claims at your expense. We will do our best to let you know about any such claim, action, or proceeding that is subject to this indemnification as soon as we learn about it.

16. User Data

We will keep the data you send to the Services so we can manage how well the Services are working and also the data about how you use the Services. We regularly back up your data, but you are responsible for all data that you send or create using the Services. You agree that we are not responsible for any loss or corruption of your data, and you give up your right to take legal action against us for any such loss or corruption.

17. Electronic Communications, Transactions and Signatures

Visiting the Services, sending us emails, and completing online forms are all examples of electronic communications. You agree to receive electronic communications, and you agree that any agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing.By using this service, you agree to use electronic signatures, contracts, orders, and other records. You also agree to receive notices, policies, and records of transactions electronically. These transactions may be initiated or completed by us or via the services. By doing this, you give up your rights under any laws that require an original signature or the delivery or retention of non-electronic records, or the granting of credits by any means other than electronic means.

18. Miscellaneous

These legal terms, along with any policies or operating rules that we post on the Services or in relation to the Services, make up the entire agreement between you and us. If we don't exercise or enforce any right or provision of these Legal Terms, it doesn't mean that we are giving up that right. These legal terms are valid as long as the law allows. We can give any or all of our rights and obligations to other people at any time. We are not responsible for any loss, damage, delay, or failure to act caused by something we could not control. If any part of these Legal Terms is found to be against the law, not valid, or not enforceable, that part is considered separate from these Legal Terms. This does not affect the validity and enforceability of any other parts of the terms. These Legal Terms do not create any joint ventures, partnerships, employment or agency relationships between you and us. You agree that we will not use the legal terms to our advantage. By accepting these terms, you are agreeing to waive any rights you might have based on the electronic form of these terms and the lack of a signature from all parties involved.

19. Contact

If you have a complaint about our services or want more information about how to use them, please contact us at: info@spxis.com.