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TREAD TECHNOLOGIES INC. (“Tread”, “we”, “our” or “us”) offers proprietary cloud-based software solutions that serve as an all-in-one transportation management system through its website at http://www.tread.io and its mobile applications (collectively, the “Tread Solution”). You have been invited by an enterprise customer of Tread, or have otherwise been granted the right, to use and access the Tread Solution, subject to your agreement and compliance with the terms and conditions set out herein. You might access the Tread Solution through a web browser (“Solution Web Portal”) or through mobile applications (each, a “Solution App”). The Solution, the Solution Web Portal, and the Solution Apps, and any services associated with them provided by Tread, are collectively the “Services”.

PLEASE READ THESE TREAD SOLUTION TERMS OF USE (“TERMS”) CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND Tread. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. BY SIGNING UP FOR AN ACCOUNT, BY DOWNLOADING A SOLUTION APP, BY USING THE SOLUTION WEB PORTAL, OR BY USING THE Tread SOLUTION OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS (INCLUDING THE LINKED DOCUMENTS REFERRED TO IN THESE TERMS), AS REVISED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU ARE DISSATISFIED WITH THESE TERMS OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE Tread SOLUTION, THE SOLUTION APPS, THE SOLUTION WEB PORTALS, AND ALL OTHER ASPECTS OF THE SERVICES. YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE Tread SOLUTION, THE SERVICES, THE SOLUTION APPS, OR THE SOLUTION WEB PORTAL.

These Terms are effective on the earlier of the date (a) you click to accept these Terms, or (b) you first sign up for an account, download a Solution App, use the Solution Web Portal, or otherwise use the Tread Solution or the Services. You acknowledge the Tread Privacy Statement (the “Privacy Statement”) located at tread.io/privacy-policy, as revised from time to time, and you consent and agree to our collection, use and disclosure of personal information as described in the Privacy Statement.

1.    Registration & Account Set-Up.  In order to register for an account to use and access the Services, you must be invited by a Tread customer or otherwise be granted the right to use and access the Services by Tread. Tread shall send an email with a unique URL for registration to the email we have been provided by the Tread customer to contact you for registration. This unique URL must not be shared with anybody else and can only be used by you to register for use and access to the Solution and the Services. When registering for an account to use the Services, you will be required to provide a username, a password, an email address, and any additional information as set out in the Privacy Statement. You are responsible for maintaining the confidentiality of your username and password. Tread may also allow you to register using Third Party Services (as defined in Section 14) such as your Facebook or Apple Account. Tread recommends that you use a strong password, that you change it frequently, and that you do not reuse passwords. You agree not to disclose your username or password to any third party. Tread may reject, or require that you change, your username or password. You represent and warrant to Tread that you have not misrepresented any information that you have provided to Tread in connection with your account. You are solely responsible for all activities that occur under your account. You shall abide by all applicable local, provincial, national and foreign laws, treaties and regulations in connection with use of the Solution and the Services, including those related to data privacy, international communications and the transmission of technical or personal information. If you become aware of any unauthorized use of your account, you must notify Tread immediately. It is your responsibility to update or change your account information, as appropriate. 

2.    Your Privacy and Personal Information.  For a summary of how Tread collects, uses and discloses personal information, please see Tread’s Privacy Statement. 

3.    License.  Tread grants you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the  Tread Solution Apps and the Solution Web Portal to access and use the end user functionality of the Tread Solution, the Services, and the content that Tread makes available to you on the Tread Solution, including marketing materials, text, audio, video, photographs, maps, illustrations, graphics, the Marks (as hereinafter defined) and other media (“Content”), in each case subject to and conditional on your continued compliance with the terms and conditions of these Terms. All Content available through the Tread Solution, the Solution Apps and the Solution Web Portal is owned by Tread and Tread’s third-party providers.  All Content is provided for informational purposes only, and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. These Terms permit you to use the Services for your personal use only, and not for any commercial purpose other than for transactions enabled by the functionality of the Tread Solution. For greater certainty, Tread, in its sole discretion, may terminate or suspend your license to use the Tread Solution, the Solution Apps, the Solution Web  Portal and/or some or all of the Services or Content at any time, for any reason or no reason, with or without notice to you, and without any liability to you or any other person. If Tread terminates or suspends your license to use the some or all of the Services or Content, these Terms will nevertheless continue to apply in respect of your use of the Services and Content prior to such termination or suspension.

4.    Your Content.

4.1    The Tread Solution may enable you to provide and upload content that includes but is not limited to feedback, messages, text, images, graphics, customer lists, geographic data, and other information or content (collectively, "Your Content"), to the Tread Solution for the purposes of using the Services or making Your Content available to the public, including other users of the Tread Solution. You acknowledge and agree that you are solely responsible for all Your Content you submit, provide or upload and the consequences for submitting, providing or uploading it. Your Content must comply with all laws and regulations applicable to you and Tread and these Terms.

4.2    Tread will use Your Content in connection with providing the Services to you and to other users of the Services. Tread may make Your Content available to the public, including to other users of the Tread Solution. You agree that by providing any of Your Content in whatever form and through whatever means, you grant to Tread a perpetual, worldwide, irrevocable, non-exclusive, sublicensable, royalty-free license to use, reproduce, process, display, publish, distribute, and make available to the public all or any portion of such Your Content in connection with providing the Services to you and to other users, and to incorporate Your Content in any form into the Services. This license includes the right to host, index, cache or otherwise format Your Content. In posting Your Content, you represent to Tread that you have obtained at your own expense all necessary consents, rights and permissions required to grant to Tread the license provided in this Section 4.2.

4.3    You represent and warrant that you own Your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Tread and Tread's use of Your Content will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any third party. 

4.4    You agree that Tread is not responsible for any violations of any third-party intellectual property rights in any of Your Content. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Your Content uploaded, displayed or otherwise provided by you to the Tread Solution. You will only include in Your Content the personal information of another individual if you have the express permission of that individual or if you are otherwise entitled to do so at law.

4.5    Your Content shall not:
(a)    Violate any applicable law including any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or that otherwise may be in conflict with these Terms.
(b)    In any manner violate any third party right or any agreement between you and a third party.
(c)    Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Tread’s sole discretion.
(d)    Involve, provide, or contribute any false, inaccurate, or misleading information. 
(e)    Impersonate or attempt to impersonate us, our employee(s), another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing or that are not yours).
(f)    Transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation. 
(g)    Encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm us or users of the Tread Solution or other Services or expose them to liability.
(h)    Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
(i)    Promote any illegal activity, or advocate, promote, or assist any unlawful act.
(j)    Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

4.6    Tread has the right, without notice to:
(a)    Remove or refuse to post any of Your Content for any or no reason in our sole discretion.
(b)    At all times, take such actions with respect to any of Your Content Tread deems necessary or appropriate in our sole discretion.
(c)    Take appropriate legal action, including, without limitation, referral to law enforcement or any other governmental authority with respect to Your Content or your use of any of the Services. Without limiting the foregoing, we will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Tread Solution or other Services.

4.7    Tread has no obligation, nor any responsibility to any party to monitor the Tread Solution or other Services, and do not and cannot undertake to review material that you or other users submit. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

5.    Unacceptable Use.  You will, and will not permit any third party to: (a) make the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content available to, or use the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content, or include the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content in a service bureau or outsourcing offering, (c) use the Tread Solution, Solution Apps, Solution Web Portal, or other Services to publishing or transmitting any content of links that incite violence, depict a violent act, depict child pornography, or threaten anyone’s health and safety, or to store or transmit infringing, libelous, obscene, defamatory or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights, (d) use the Tread Solution, Solution Apps, Solution Web Portal, or other Services to send unsolicited bulk or commercial messages in violation of the laws and regulations applicable to your jurisdiction, or to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data (“Malicious Code”), (e) interfere with or disrupt the integrity or performance of the Tread Solution, Solution Apps, Solution Web Portal, or other Service, (f) attempt to gain unauthorized access to the Tread Solution, other Services or Content or their related systems or networks, (g) access or use any Tread intellectual property except as permitted under these Terms, (h) alter, modify, reproduce, copy or make derivative works from all or any part of the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content or any part, feature, function or user interface of the Tread Solution, Solution Apps or Solution Web Portal (include any copyright, trademark, or any other notices that are provided on or in connection with any Content), (i) frame or mirror any part of the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content, or otherwise incorporate any portion of the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content into any product or service, (j) access or use the Tread Solution, Solution Apps, Solution Web Portal, or other Services in order to build a competitive product or service or to benchmark with a non-Tread product or service, (k) reverse engineer the Tread Solution, Solution Apps, Solution Web Portal, or other Services, or any software used to provide them (to the extent such restriction is permitted by applicable laws), (l) access or use any part of the Tread Solution, other Services or Content that is (expressly or implicitly) not intended for use by you, (m) use any non-Tread automation code in relation to the Tread Solution, Services or Content (including any “bot” or “spider”), (n) collect or harvest any information from the Tread Solution, other Services or Content in a bulk or systematic way, (o) remove, alter, or obscure any proprietary notices on the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content, (p) probe, scan, or test the vulnerability of the Tread Solution, Solution Apps, Solution Web Portal, or other Services or any network connected to them, or breach the security or authentication measures on them or on any network connected to them, (q) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the Tread Solution or other Services, (r) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Tread Solution or other Services or any systems or networks connected to them, or (s) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message you send to Tread or any other person on or through the Tread Solution, Solution Apps, Solution Web Portal, or other Services. 

6.    Trademarks. Certain names, graphics, logos, icons, designs, words, titles and phrases on the Tread Solution, including “Tread” and “[NAME OF PRODUCT]” may constitute trademarks, trade-names, trade dress and/or associated products and services of Tread or its affiliates (the “Marks”), and are protected in Canada and internationally and their display on the Tread Solution does not convey or create any licence or other rights in the Marks.  Any use of any of the Marks, in whole or in part without prior written authorization of Tread or such third party is strictly prohibited. Other trademarks, trade names, trade dress and associated products and services mentioned on the Tread Solution, or through the Content and Services, may be the trademarks of their respective owners.  The display of these trademarks, trade names, trade dress and associated products and services on the Tread Solution does not convey or create any licence or other rights in these trademarks or trade names.  Any unauthorized use of them is strictly prohibited.

7.    Apple App Store.  The following applies to any Solution App you obtain from the Apple App Store (an “Apple Solution App”): You acknowledge and agree that these Terms are solely between you and Tread, and not with Apple, Inc. (“Apple”) and Tread, not Apple, is solely responsible for the Apple Solution App and the content thereof. You may only use the Apple Solution App on Apple branded products that you own or control. You must comply with the App Store Terms of Service. In the event of any inconsistency between a term of these Terms and a term of the App Store Terms of Service, the term of the App Store Terms of Service will prevail. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple Solution App. In the event of any failure of the Apple Solution App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple Solution App (if any) to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple Solution App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Tread as the supplier of the Apple Solution App. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple Solution App or your possession and/or use of the Apple Solution App, including, but not limited to (a) product liability claims, (b) any claim that the Apple Solution App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Tread  as supplier of the Apple Solution App. You acknowledge that, in the event of any third-party claim that the Apple Solution App or your possession and use of the Apple Solution App infringes that third party’s intellectual property rights, Tread, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, to the extent required by these Terms. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If you have any questions, complaints or claims with respect to the Apple Solution App, you may direct them to Tread. at <@>, Attention <@>, or call us <@>, or contact us by email at <@>. You agree to comply with all applicable third-party terms of agreement when using the Apple Solution App, including your wireless data service agreement. You and Tread acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and you will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

8.    Google Play Store.  The following applies to any Solution App you obtain through the Google Play Store (a “Google Solution App”): You acknowledge and agree that these Terms are solely between you and Tread, and not with Google, Inc. or any of its subsidiaries (collectively, “Google”). You must comply with Google’s then-current Google Play Terms of Service. In the event of any inconsistency between a term of these Terms and a term of the Google Play Terms of Service, the term of the Google Play Terms of Service will prevail. Google is only a provider of the Google Play Store where you obtained the Google Solution App. Tread, and not Google, is solely responsible for the Google Solution App. Google has no obligation or liability to you with respect to the Google Solution App or these Terms. You acknowledge and agree that Google is a third-party beneficiary of these Terms.

9.    Mobile Device Data Charges.  You are solely responsible for any data charges and similar fees associated with your use of the Tread Solution or the other Services through a mobile device.

10.    Reservation of Tread Rights.  Tread and its licensors have and will retain all right, title and interest in and to the Tread Solution, Solution Apps, Solution Web Portal, and other Services and Content and the software and systems used to provide them (including, without limitation, all patent, copyright, Marks, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. You acknowledge that you are obtaining only a limited right to access and use the Tread Solution, Solution Apps, Solution Web Portal, and other Services. No rights are granted to you under these Terms other than as expressly set forth in these Terms. Without limitation, you have no right to use any Marks owned or used by Tread.

11.    Open Source. The Tread Solution may contain or be provided together with free or open-source software. Notwithstanding the sections titled “License” and “Reservation of Tread Rights”, each item of free or open-source software is subject to its own applicable license terms, which can be found in the applicable documentation or the applicable help, notices, about or source files as required by the terms of the applicable open-source license. Copyrights to the free and open-source software are held by the respective copyright holders indicated therein.

12.    License to Use Your Submission and Feedback.  You grant to Tread and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into its Services and any suggestion, enhancement request, recommendation, correction or feedback in the form of message, text, images, graphics, photos, audio, video and any other content provided by you.

13.    Tread’s Use of Non-identifiable information Any non-identifiable information gathered by us through your use of the Tread Solution and the Services may be used by us for our own marketing, promotional and product development purposes and more specifically may be stored in a database and used by us to identify, customize and personalize user access, user experience within the Tread Solution and the Service. Such information may be shared with our affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes.  

14.    Third Party Services and Content.  The Tread Solution and the Services may allow you to access and use services or products provided by third parties (“Third Party Services”). You are responsible for all fees and taxes that may be charged for the use of Third Party Services. You use any Third Party Services at your own risk. Tread makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Services. Tread does not guarantee the continued availability of Third Party Services, and Tread may disable a Third Party Service in Tread’s sole discretion. Your dealings with the provider of any Third Party Services are solely between you and the provider. Accordingly, Tread expressly disclaims responsibility and liability for all Third Party Services, and you agree that Tread shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third Party Services. If you have any issues with a Third Party Service, you must contact the provider of the Third Party Service directly.

15.    Links to Other Sites.  The Tread Solution, Solution Apps, Solution Web Portal, Services or Content may provide links to other sites on the Internet for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by Tread and are maintained by third parties over which Tread exercises no control. Accordingly, Tread expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.

16.    Content, Functionality and Access.  Tread may at any time, with or without notice, without liability, and for any reason (a) remove any Content from the Tread Solution or other Services, (b) remove any functionality from the Tread Solution or other Services, (c) change any functionality on the Tread Solution or other Services, (d) modify any Solution App or Solution Web Portal, and (e) deny any person access to the Tread Solution, any Solution App or Solution Web Portal, or other Services. Tread furthermore reserves the right to take any action related to the Tread Solution, Solution Apps, Solution Web Portal, other Services or to Content that is required to comply with applicable law.

17.    Disclaimer of Warranties.  THE TREAD SOLUTION, SOLUTION APPS, SOLUTION WEB PORTAL, AND OTHER SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOUR USE OF THE TREAD SOLUTION, SOLUTION APPS, SOLUTION WEB PORTAL, AND OTHER SERVICES AND THE CONTENT IS AT YOUR OWN RISK. TREAD DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, COVENANTS AND CONDITIONS (EXPRESS, IMPLIED OR STATUTORY) IN CONNECTION WITH THE TREAD SOLUTION, SOLUTION APPS, SOLUTION WEB PORTAL, AND OTHER SERVICES AND THE CONTENT, INCLUDING ANY WARRANTIES, REPRESENTATIONS, COVENANTS, CONDITIONS, OR OTHER TERMS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, AND NON-INFRINGEMENT. TREAD MAKES NO REPRESENTATION OR WARRANTY OR ANY OTHER TERM THAT TREAD SOLUTION, SOLUTION APPS, SOLUTION WEB PORTAL, AND OTHER SERVICES AND THE CONTENT WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, OR THAT THE TREAD SOLUTION, SOLUTION APPS, SOLUTION WEB PORTAL, AND OTHER SERVICES AND THE CONTENT WILL BE SECURE, OR THAT THE SOLUTION APPS OR ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE TREAD SOLUTION OR OTHER SERVICES, OR THAT THE CONTENT, WILL BE FREE OF MALICIOUS OR HARMFUL CODE. TREAD IS NOT RESPONSIBLE FOR THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE TREAD SOLUTION OR THE OTHER SERVICES. TREAD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY THIRD PARTY WEBSITES OR RELATED CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE TREAD SOLUTION, OTHER SERVICES OR CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE TREAD SOLUTION, SOLUTION APPS, SOLUTION WEB PORTAL, AND OTHER SERVICES AND THE CONTENT IS TO STOP USING THEM.

18.    Limitation of Liability.  IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF TREAD (AND TREAD’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS AND AGENTS, AND THE PROVIDERS OF CHANNELS, THIRD PARTY SERVICES AND THIRD PARTY CONTENT, AND THE SUPPLIERS OF PRODUCTS) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) (COLLECTIVELY “LOSSES”) TO YOU RELATED TO THE TREAD SOLUTION, SOLUTION APPS, SOLUTION WEB PORTAL, AND OTHER SERVICES OR THE CONTENT, OR THESE TERMS, EXCEED THE LESSER OF (A) THE DIRECT DAMAGES SUFFERED BY YOU, AND (B) $100.

19.    No Claim for Certain Damages.  IN NO EVENT WILL TREAD (OR TREAD’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS, OR THE PROVIDERS OF CHANNELS, THIRD PARTY SERVICES AND THIRD PARTY CONTENT, AND THE SUPPLIERS OF PRODUCTS) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

20.    Some Disclaimers, Exclusions or Limitations May Not Apply.  In some circumstances, applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.

21.    Indemnity.  You will indemnify and hold Tread (and Tread’s directors, officers, employees, partners, suppliers and agents) harmless from all Losses arising from your use of the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content, or your breach of any of these Terms, and from all Losses resulting from any of Your Content that is untrue, inaccurate or incomplete.

22.    Failure to Comply.  If you fail to comply with these Terms, then, without limiting any other right or remedy available to Tread, Tread may suspend or terminate your license to use all or any part of the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content.

23.    Export Controls.  These Terms are expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America (U.S.) or Canada of the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content, or any information about any of them, which may be imposed from time to time by the governments of the U.S. or Canada. You shall not export Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content, or any information about any of them without the prior written consent of Tread and compliance with such laws, regulations, orders and other restrictions. You represent and warrant that (a) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.

24.    Amendments.  The “last updated” legend above indicates when these Terms were last amended. Tread may unilaterally amend all or any part of these Terms at any time by updating these Terms on the Tread Solution. We will provide you with notice of the proposed amendments by posting an amended version of these Terms with a new version date. We will include a link to the previous version of the Terms beneath the new version date. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of the Terms will continue to apply. If you disagree with any amendments, you may refuse the amendments and cease using the Tread Solution, Solution Apps, Solution Web Portal, and other Services and the Content within the 30-day notice period. There will be no cost or penalty for doing so. If you continue to access or use the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content after the 30-day period, you thereby agree to the amended Terms. You agree to review these Terms regularly to determine your rights and responsibilities.

25.    Governing Law & Jurisdiction.  These Terms, and any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, shall be governed by and interpreted according to the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to any conflicts of law rules that might apply the laws of any other jurisdiction. You and Tread each attorn to the exclusive jurisdiction of the courts of Ontario in respect of any such dispute, controversy or claim, except that, notwithstanding the foregoing, (a) you agree that Tread shall be entitled to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and (b) you agree that Tread shall be entitled to seek and be awarded an order from a court of competent jurisdiction anywhere in the world for the purpose of recognizing and enforcing any interim or final judgement, order, injunction, award or other relief granted or provided by the courts of Ontario, and you hereby waive any defence you might then have to the granting of such an order.

26.    Injunction.  You acknowledge that any breach, threatened or actual, of these Terms will cause irreparable harm to Tread, such harm would not be quantifiable in monetary damages, and Tread would not have an adequate remedy at law. You agree that Tread shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. You hereby waive any requirement that Tread post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Tread to enforce any provision of these Terms.

27.    Class Action Waiver.  Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Tread Solution, Solution Apps, Solution Web Portal, or other Services or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor Tread will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts. 

28.    General.  If any provision of these Terms is unlawful, void, or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and remedies of Tread granted or recognized in these Terms are cumulative, are in addition to and not in substitution for any rights or remedies at law, and may be exercised at any time and from time to time independently or in any combination. In these Terms (a) references to currency are to the lawful money of Canada, (b) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies and all other organizations and entities recognized by law, and (c) “including” (and similar variations) means including without limitation. These Terms, together with any additional service terms presented on the Tread Solution, Solutions Apps, or the Solution Web Portal (“Additional Service Terms”) represent the entire agreement between you (the user) and Tread with respect to use of the Tread Solution, Solution Apps, Solution Web Portal, and other Services and Content, and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral, or written between you and Tread with respect to any of the foregoing. Failure by Tread to insist on strict performance of any of the terms or conditions of these Terms or any Additional Service Terms will not operate as a waiver by Tread of that or any subsequent default or failure of performance. Tread’s affiliates, Tread’s directors, officers, employees, partners, suppliers, and agents are third party beneficiaries of the sections titled “Disclaimer of Warranties”, “Limitation of Liability”, “No Claim for Certain Damages” and “Indemnity”. Apple, Google, and their subsidiaries are third party beneficiaries of these Terms. There are no other third-party beneficiaries of these Terms. You may not assign these Terms without the prior written consent of Tread. Tread may assign these Terms without restriction. These Terms will enure to the benefit of and will be binding on you and Tread and your and its respective successors and permitted assigns.