Terms and Conditions

Our mission is to bring cities and communities to life by powering small and medium-sized businesses. We provide easy-to-use, omnichannel commerce-enabling SaaS platforms. Our software gives our customers the critical functionality they need to connect with consumers, manage their operations, accept payments, and grow their business.

Subscription to SEM Product

During the Term and in accordance with this Agreement, Customer may access and use the products which Customer subscribed to, whether by paid subscription, free trial or promotion (each a “Product”), as referenced in the invoice or quote executed by Customer (the “Order Form”). Each Product may include updates, cloud-based and support services, applications or documentation. Each of these are subject to the terms of this Agreement as applicable. SEM may add to, change or discontinue any component of the Products at any time; provided however, that no such change shall materially increase Customer’s obligations or materially decrease Customer’s entitlements under this Agreement. Customer is responsible for all actions taken under its SEM software account credentials, regardless of whether such actions are taken by Customer, their employees or a third party. Customer will safeguard all account credentials in its possession or under its control. SEM is not liable for any loss or damage arising from any unauthorized use of Customer’s account.

Grant of License

During the Term, SEM grants Customer a limited, nonexclusive, non-transferable, nonsublicensable, revocable license to access and use, and to permit its employees and all other users who access and use the Products on Customer’s behalf (collectively, the “Users”) to access and use, the Products on the terms set forth in this Agreement. Customer agrees that all rights, title and interest in and to all the intellectual property rights in the Products, and all modifications, extensions, scripts and other derivative works of the Products provided or developed by SEM, including the Beta Technology, are owned exclusively by SEM or its licensors. All rights not granted to Customer in this Agreement are reserved by SEM. Term of Agreement

The “Initial Term” shall mean the number of months in the term as specified in the Order Form, beginning on the date specified in the Order Form (“Subscription Start Date”). Upon expiration of the Initial Term and unless otherwise stated in the Order Form, this Agreement will automatically renew for a duration equal to the Initial Term (each a “Renewal Term”, the “Current Term” being the Initial Term or the then-current Renewal Term (as the case may be); and the Initial Term and all Renewal Terms collectively, the “Term”) until terminated by Customer or SEM by delivery of written notice to the other party at least ninety (90) days prior to the end of the Current Term, or such period of notice equal to the Current Term where the Current Term is less than ninety (90) days. If no Order Form has been provided, the minimum period of notice required to be given shall be thirty (30) days. In the case of Products licensed on a trial basis, the Term of this Agreement shall be limited to the duration of the trial period identified in the Order Form. Except as otherwise specified herein, Customer may not terminate this Agreement prior to the expiration of the Term.

Refunds & Payments

Customer shall pay SEM the annual and/or monthly fees (“Fees”) specified in the Order Form, in accordance with the timing and currency specified in the Order Form. If no Order Form has been provided, the Fees will be as set out on the websites for the relevant Products. Unless required by applicable law, all payments by Customer to SEM under this Agreement are non-refundable and made via the payment method specified by Customer in the Order Form, or as otherwise agreed in writing by the parties. Customer shall undertake any additional actions reasonably requested by SEM to implement any automated Fee payment process. Any amounts past due shall accrue interest at a rate which is the lesser of: one and a half percent (1.5%) per month or the maximum rate allowable by law. Any assessment of late fees shall be without prejudice to SEM right to suspend Customer’s access to the Products. Any applicable goods and services or taxes will be added to Fees owing pursuant to this Agreement.

Intellectual property

All Intellectual Property Rights in the SEM Products or the Services belong to SEM or the applicable third-party owner of such rights, including without limitation, the Software Providers. Nothing in these Terms of Service shall operate to transfer any Intellectual Property Rights beyond the specific licenses, as may be specifically agreed in writing. SEM retains ownership of all right, title to, and interest in any and all Intellectual Property Rights developed, owned, licensed or created by the SEM. • No part or parts of the SEM Products may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without SEM prior written permission.

The User may view, print or use SEM’s content for personal, non-commercial use only, provided further that the User does not modify the content and that the User retains all copyright notices and other proprietary notices contained in the content • The User shall not claim any rights or interest in the Intellectual Property Rights of SEM, or in connection with any other services, features or product offered by SEM to the User, including without limitation, the SEM Products or the Services. In no event shall the User alter, tamper, vary, modify, change, disassemble, decompile, or reverse engineer any Intellectual Property Rights of SEM (including without limitation any Intellectual Property Rights licensed to the Company by any other Person) (collectively, “IP Property”), or permit others to do so. Altering, tampering, varying, modifying, changing, disassembling, decompiling and reverse engineering include, without limitation: Converting the IP Property from a machine-readable form into a human-readable form;

Disassembling or decompiling the IP Property by using any means or methods to translate machinedependent or machine-independent object code into the original human-readable source code or any approximation thereof; Examining the machine-readable object code that controls the IP Property’s operation and creating the original source code or any approximation thereof by, for example, studying the IP Property’s behaviour in response to a variety of inputs;

Performing any other activity related to the IP Property that could be construed to be reverse engineering, disassembling, or decompiling; or Making any alteration or change to the IP Property without the express prior written consent of SEM.