Terms and conditions

The
below terms and conditions govern the use of the Sentinel application
(“Sentinel”), which has been made available by Attraction Médias inc.
(“Company”). By using Sentinel, you (“User” or “You”) expressly agree to be
bound, without modification, to this Terms and Conditions Agreement
(“Agreement”). If you do not agree to be bound to this Agreement, you cannot
use Sentinel.

Company
reserves the right to change this Agreement at any time, at its sole
discretion. If Company makes any changes, it will notify Users at the email
address provided by each User, and it will post any such changes here. You are
responsible for reviewing any such amendments. Your continued use of Sentinel
after posting of an amended Agreement constitutes your acceptance of any such
modified terms. This Agreement was last modified on June 6, 2018.

Services.

As long as User has a
Paid Subscription to Sentinel, subject to the terms and conditions of this
Agreement, User shall have access to use Sentinel for the valid dates of User’s
Paid Subscription. From time to time, Company may change, modify, or upgrade
the functionality or appearance of Sentinel, which may include the removal of
functionality, content, or integrations. Sentinel will be down at certain
points for maintenance and upgrades. Company does not and cannot guarantee that
User will have continual access or that any particular content will be
distributed to the Social Media Platforms.

License.

Subject to the terms
and conditions of this Agreement, Company grants User a non-transferable,
non-assignable, limited, non-exclusive, revocable license to use Sentinel only
as permitted in this Agreement, for the term of User’s Paid Subscription. The
password and login information that is assigned to User must be kept
confidential, may only be used by User personally, and may not be shared,
given, rented, or assigned to any other persons.

Company’s Intellectual Property.

Sentinel is the
property of Company, and contains information and data, which is protected by
copyright, trademark, trade secret, and other such intellectual property laws.
User agrees to abide by all copyright notices and trademark restrictions.

User’s Intellectual
Property.

User retains all
intellectual property rights, including copyrights, over user’s content posted
to Social Media Platforms using Sentinel (“User Content”). You grant Company a
non-exclusive, non-transferable (except as stated in this Agreement),
world-wide, non-sub licensable, limited license to access, use, reproduce,
electronically distribute, transmit, perform, format, display, store, archive,
and index User Content for the purpose of your use of Sentinel and Sentinel’s
integration with the Social Media Platforms.

User Restrictions.

User may not and may
not allow others to: (a) sell, rent, lease, license, sublicense, or assign use
of Sentinel to others; (b) reverse engineer, decompile, disassemble, or
otherwise derive the source code from Sentinel; (c) alter, modify, adapt,
reconfigure, or prepare derivative works of Sentinel; (d) copy, extract,
summarize, distribute, or otherwise use Sentinel in any manner which competes
with or substitutes for Company’s distribution of Sentinel to its customers;
(e) use Sentinel to violate the CAN-SPAM Act or the laws of any applicable
jurisdiction; (f) use Sentinel to abuse, defame, harass, threaten, or post
illegal content; (g) use Sentinel to transmit a virus, Trojan horse, worm,
hack, or any harmful content; (h) use Sentinel to gain unauthorized access to
Sentinel or any Social Media Platform; or (i) use Sentinel to post content that
infringes upon the copyright, trademark, trade secret, publicity rights,
trademarks, or other intellectual property interests of any other person or
property. User will promptly notify Company if User’s Sentinel account has been
subject to a security breach, including disclosure of your username or
password, or if User has had a security breach to any of User’s integrated
Social Media Platform accounts.

Payments.

Monthly subscriptions
may be paid via credit card, as specified in your Sentinel account. Overdue amounts, including
bounced payments or chargebacks, will be assessed a late payment charge at a
monthly rate of 10% or the maximum provided by law, whichever is less.
Company shall have the right to recover expenses including collection costs and
reasonable attorney’s fees incurred in collecting overdue amounts.

Termination.

Company reserves the
right to terminate this Agreement and User’s rights hereunder, and to retain
all sums paid by User, at Company’s sole discretion. The provisions of the
Disclaimer and Limitation of Liability shall survive any termination of this
Agreement.

Renewals, Refunds, and
Cancellation.

Subscriptions
automatically renew each month, and you agree that Company may process your PayPal or credit
card payment on your renewal date. You may elect to cancel your
Subscription at any time by emailing support. If you cancel your Subscription
within 30 days of your initial purchase, you will receive a refund of up to one
month of your Paid Subscription fee. Any subsequent cancellations are not
subject to refund.

Disclaimer and Limitation
of Liability.

To the extent allowed
by law, Company does not make any warranty regarding Sentinel, including, but
not limited to, the materials, the software, the content, the support, and/or
the documentation, or any services or products provided through or in
connection with Sentinel, including integration with social media platforms.
Sentinel is licensed to user “as-is” and “as-available,” without any warranty
of any nature, express or implied, and both company and Sentinel expressly
disclaim any and all warranties, including, without limitation: (a) any
warranties as to the availability, accuracy, or completeness of the materials,
software, content, support, documentation, information, products, or services
which are part of Sentinel; (b) warranties of fitness for a particular purpose,
merchantability, or non-infringement, and (c) any warranty that sentinel will
always be available, error-free, accessible, timely, or secure. Company
disclaims any liability or responsibility for user content or the behaviour of
social media platforms. In no event will company, its subsidiaries, affiliates,
licensors, employees, agents, or contractors be liable to user for any damages
or losses, including without limitation indirect, consequential, special,
incidental or punitive damages resulting from or caused by Sentinel, the
materials, the software, the content, the support, the documentation, or any
errors or omissions in sentinel or the integration with social media platforms,
even if company is advised of the possibility of such damages. Any liability of
company, its subsidiaries, affiliates, licensors, employees, agents, or
contractors, including without limitation any liability for damages caused by
any failure of performance, error, omission, interruption, deletion, defect,
delay in operation or transmission, computer virus, hacking, tampering,
unauthorized use, communications line failure, theft, or destruction or
unauthorized access to or alteration of sentinel or social media platforms, or
use of records, whether for breach of contract, tortious behaviour, negligence,
or under any other cause of action, claims or damages, including, without
limitation, damages for loss of business, business profits, business
interruption, business information, data loss or corruption, or any other
pecuniary loss arising out of or relating to the use of or the inability to use
Sentinel or social media platforms, shall be strictly limited to the amount
paid to company by or on behalf of user in connection with Sentinel in the
three (3) months prior to the claimed injury or damage. Company does not represent
or endorse the accuracy, currentness, or reliability of any advice, opinion,
statement or other information displayed, uploaded, or distributed through
sentinel, including but not limited to, the materials, the software, the
content, the support, and/or the documentation. User acknowledges that any
reliance upon any such opinion, advice, statement, or information shall be at
user’s sole risk. Some jurisdictions do not allow for some of the limitations
or exclusions as set forth herein. User may have other rights, which vary from
jurisdiction to jurisdiction.

Arbitration.

It is expressly agreed by User and Company that any dispute, claim or
controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation, or validity thereof, including the
determination of the scope or applicability of this agreement to arbitrate,
shall be determined by binding arbitration in Quebec, Canada. In any
arbitration arising out of or related to this Agreement, the arbitrator(s)
shall award to the prevailing party, if any, the costs and attorneys’ fees
reasonably incurred by the prevailing party in connection with the arbitration.

Choice of Law.

This Agreement shall
be governed by, and construed in accordance with, the laws of Quebec, Canada.

No Assignment.

The licenses and
passwords granted and assigned to User pursuant to this Agreement are personal
to User, and under no circumstances may be assigned, sublicensed, or
transferred by User without Company’s prior written consent. Any attempted
assignment, sublicense, or transfer shall be null and void and shall result in
the immediate and automatic termination of the licenses and passwords granted
under this Agreement. Company may assign any rights or obligations under this
Agreement to any other party, without notice to you.

Warranty and Indemnification.

User represents and
warrants that it will not use Sentinel to post content that infringes upon the
copyright, trademark, trade secret, publicity rights, trademarks, or other
intellectual property interests of any other person or property, or to post
content that is in violation of any laws or regulations of any applicable
jurisdictions. User agrees to indemnify Company, its affiliates, directors,
officers, employees, and agents against all claims and damages arising out of
the breach or alleged breach of any representations, warranties, or agreements
made by User under this Agreement and User’s use of Sentinel.

Severability.

If any provision of
this Agreement is held to be invalid, illegal, or unenforceable, the validity,
legality, or enforceability of the remainder of this Agreement shall not in any
way be affected or impaired.

No Joint Venture.

The parties are not
engaged in a partnership or joint venture. Nothing in this agreement shall be
construed to place the parties in a partnership or joint venture. The parties
are not authorized to obligate or bind each other, and are not agents of each
other.

Waiver.

The failure of either
party to exercise in any respect any right provided for herein shall not be
deemed a waiver of any right hereunder.

Section Headings.

The section headings
of these Terms are for convenience of reference only and shall not be deemed to
alter or affect any provision hereof.

Notices.

You
agree that Company may provide notice to you under this Agreement via the email
you provided in your User account, or by placing a banner across the web pages
of the Sentinel application. You agree that you are liable and responsible to
keep your account information accurate and up to date. You may provide legal
notice to Company via 5455 de Gaspé Ave. #200, Montréal, Québec, Canada, H2T
3B3.

Force Majeure.

Neither Party shall
liable hereunder for any failure or delay in the performance of its obligations
under this Agreement, except for the payment of money, if such failure or delay
is on account of causes beyond its control, including labour disputes, civil
commotion, war, fires, floods, inclement weather, governmental regulations or
controls, casualty, government authority, strikes, or acts of God, in which
event the non-performing party shall be excused from its obligations for the
period of the delay and for a commercially reasonable time thereafter.

Entire Agreement.

This
Agreement constitutes the entire agreement between the parties and supersedes
all prior or contemporaneous written or oral agreements between them or any of
their affiliates, with respect to the subject matter contained herein. This
Agreement may not be modified or altered except by written instrument executed
by a corporate officer of Company.