AVANTE ARGUS APP TERMS AND CONDITIONS

By installing and continuing to use the Avante Argus App (the “App”), you (“User”) and Avante Logixx Inc. (“Avante”) agree as follows:

A. Services.  The App provides the User with the following services (the “Services”):

A.1. Push to Call Service.  If User activates the “Push to Call” service, the device will prompt User to complete a call to the number indicated.  Upon completing the call, User will be connected with a live agent at Avante’s control centre.  The Avante agent will provide what assistance is requested or otherwise indicated based on the conversation with the User, including dispatching [Avante security services,] police, ambulance or fire services, as deemed appropriate by the agent, acting in the best interests of the User.  User understands that this may result in the police, fire or other responding authority forcibly entering User’s premises.

A.2 Tracking Service.  If User activates the “Enable Tracking” service, Avante’s control centre will locate and begin tracking the location of the device from which the service was activated.   Avante Security will contact local authorities to assist. [NTD: what happened next?]

A.3 SOS Emergency Alert Service.  If User activates the SOS Emergency alert service, Avante will locate the device on which the service was activated, begin tracking the device and dispatch [Avante security services,] police, ambulance or fire services as may be requested by User or otherwise deemed appropriate by the agent, acting in the best interests of the User.  User understands that this may result in the police, fire or other responding authority forcibly entering User’s premises.

B. Personal Information and Privacy.

B1. Personal Information. Avante may collect a variety of personal information about the User and third parties indicated by the User.  This information can include, name, address, telephone numbers and email address, financial information, real time and historical location information, telephone conversations, and email and text conversations.  User represents and warrants that User has obtained all consent of the third parties, whose personal information User has provided to Avante, to use such information for the administration of User’s account and as provided in this Agreement.

B2. Use of Personal Information. User consents to Avante’ collection, use, disclosure and transfer of User’s personal information (“Personal Information”) and that of third parties provided by User, including the use of service providers outside of Canada, for the purposes of providing the Services provided under this Agreement as well as administering the relationship between User and Avante (including credit approval, invoicing, collection and providing you with information on new services). Avante may collect (including User’s consent to record telephone conversations), use, disclose and transfer User’s personal information and that of third parties provided by User to Avante’ affiliates, subsidiaries and successor corporations or any subcontractor or assignee of this Contract within or outside Canada and thereby subject such information to the laws of such countries or any applicable authority having jurisdiction that requests such information to administer the Services. User hereby consents to Avante performing commercially reasonable credit reference verifications and authorizes Avante or its service provider or assignee of this Agreement to consult third parties for credit reports or recommendations as to User’s solvency.

B3. Privacy.  All Personal Information is kept confidential by Avante and is otherwise managed consistent with Avante’s Privacy Policy, found here: https://www.avantesecurity.com/privacy-policy/

C.  Communication Services.  User acknowledges that the ability of the App to function and for Avante to respond, is dependent on, among other factors, that the mobile device on which the App is installed is functioning, including having sufficient power, and that the device is connected to an operating wireless service provider.  User will not be able to communicate with Avante through the App, and Avante will not receive any signal of a request from the App when the mobile device on which the App is installed is not able to communicate, is being blocked, interfered with or is otherwise damaged, or if mobile device is unable to acquire, transmit or maintain a communication signal for any reason.  Similarly, notwithstanding Avante’s [state of the art communication security and systems redundancy], Avante may not receive a signal from User or be able to communicate with User if Avante communications systems are inoperable, being blocked, interfered with or is otherwise damaged.

D. NO WARRANTY.  EXCEPT TO THE EXTENT REQUIRED BY LAW, AVANTE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE APP OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE USER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING AVANTE’S NEGLIGENCE, IS REFUND OF FEES AS SPECIFIED IN Section E., BELOW.  AVANTE WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY, HOWEVER OCCASIONED, WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY AVANTE OR NEGLIGENCE OF AVANTE OR OTHERWISE. Avante makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity, or will detect the presence of, or eliminate, treat, or mitigate the spread transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID 19.

E. Limitation of Liability.

E1. Avante is not an insurer. The amounts Avante charges User are not insurance premiums. Such charges are based upon the value of the Services and Systems provided and are unrelated to the value of User’s property, the property of others located in User’s premises, or any risk of loss on User’s premises. 2. The Services do not cause and cannot eliminate occurrences of the events they are intended to avert or ameliorate. AVANTE MAKES NO GUARANTY OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICES WILL AVERT OR AMELIORATE SUCH EVENTS OR THE CONSEQUENCES THEREFROM. Accordingly, Avante does not undertake any risk that User’s person or property, or the person or property of others, may be subject to injury or loss if such an event occurs.  Neither Avante nor its suppliers shall have any liability for loss, damage or injury due directly or indirectly to events, or the consequences therefrom, which the Services are intended to avert or ameliorate. User releases and waives for itself and its insurer all subrogation and other rights to recover from Avante and its suppliers arising as a result of paying any claim for loss, damage or injury of User or another person.

E2. If notwithstanding the provisions of the Section E., Avante and/or one or more of its suppliers are found liable for loss, damage or injury under any legal theory due to a failure of the Services in any respect, the liability of Avante and its suppliers shall be limited to a sum equal to the fees paid by the User for the App in the twelve months prior to the incident giving rise to the claim, or $1,000, whichever is greater, as agreed upon damages and not as a penalty, as User’s sole remedy.  The provisions of this Section E. shall apply no matter how the loss, damage or injury or other consequence occurs, even if due to Avante’s or its suppliers’ performance or nonperformance of their respective obligations under this Agreement or from negligence, active or otherwise, strict liability, violation of any applicable consumer protection law or any other alleged fault on the part of Avante, its suppliers, agents or employees.

E3. If any other person, including User’s subrogating insurer, makes any claim or files any lawsuit against Avante or its suppliers in any way relating to the Services that are the subjects of this Agreement, then User shall indemnify and hold Avante and its suppliers harmless from any and all such claims and lawsuits including the payment of all damages, expenses, costs and legal fees.

E4. The provisions of this Section E shall apply to and benefit Avante and its agents, employees, contractors, subsidiaries, affiliates, parents (both direct and indirect), vendors, suppliers and affinity marketers.

F. System Software.  Any software provided with the App or in connection with the Services is proprietary to Avante and/or Avante’ supplier(s) and is licensed or sublicensed to User on a non-exclusive basis. User may not (a) disclose the software or source code to any third parties, (b) duplicate, reproduce, or copy all or any part of the software, or (c) use the software other than as intended in the App.

G. Force Majeure. Avante shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by Avante to perform an obligation under this Agreement, where such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A “Force Majeure Event” is a condition or event that is beyond the reasonable control of Avante, whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather (including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms), wildfires, floods, earthquakes, seismic disturbances, or other natural disasters, acts or omissions of any governmental authority (including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock-outs, labor disputes, fires, explosions or other casualties, thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware, unavailability or shortage of parts, materials, supplies, or transportation, or any other cause or casualty beyond the reasonable control of Avante. If Avante’s provision or performance of the Services is impacted, delayed or prevented by a Force Majeure Event or its continued effects, Avante shall be excused from performance under the Agreement.

H. Assignment. This Agreement is not assignable by the User except upon written consent of Avante first being obtained. Avante shall have the right to assign this Agreement or to subcontract any of its obligations under this Agreement without notice to User.

I. English and French Clause. This Agreement has been drawn up in English at the request of and with the full concurrence of the User. Ce contrat a été rédigé en anglais à la demande et avec l’assentiment du client.

J. Miscellaneous.

J1.Enforceability. If any of the provisions of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

J2. Counterparts. This Agreement may be executed electronically and in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same agreement. Export Control.

J3. Jurisdiction/Choice of Law. This agreement shall be governed by and be construed in accordance with the laws of Ontario. The parties agree that any disputes arising under this Agreement shall be determined exclusively by the Ontario courts and that no action or legal proceedings of any nature shall be filed or commenced in any other court pertaining to any dispute arising out of or in relation to this Agreement. The parties also hereby waive any objection to the exclusive jurisdiction of the Ontario courts, including any objection based on forum non conveniens.

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