THESE TERMS OF SERVICE, TOGETHER WITH OUR PRIVACY POLICY, TERMS OF USE, ANY ADDITIONAL POLICIES AND FUTURE MODIFICATION, AND ANY APPLICABLE ORDER FORM (COLLECTIVELY, THE “AGREEMENT”) GOVERNS YOUR ACCESS, EVALUATION, OR YOUR ACQUISITION AND USE OF OUR SERVICES. PLEASE READ CAREFULLY.

THIS AGREEMENT IS BETWEEN US (“PMG PARTNERS (PATHWAY TO MARKET GROWTH PARTNERS) CORP. OOOTOMATION.COM ,” “WE,” OR “OUR”) AND YOU (“PARTNER,” OR “YOUR”). BY SIGNING THIS AGREEMENT, BY ACCESSING; BY BROWSING OUR WEBSITES; BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR FOR FREE SERVICES, BY USING SUCH SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF AT ANY TIME YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT SIGN THIS AGREEMENT AND MAY NOT USE OUR SERVICES.

You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access our services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking against similar providers or other competitive purposes.

DEFINITIONS

“Agreement” means applicable Order Form, Terms of Service, Privacy Policy, Terms of Use, any additional policies and future modification and all materials referred to herein.

“Augmented Data” means information you submit to us to update, enhance, or augment such data to augment, verify, or correct using our database, public sources, and/or through third party service providers.

“Consulting Services” means the professional services available to you, subject to applicable fees, which may include training services, partner development, integration, or any other consulting services.“Confidential Information” means all non-public, confidential, or proprietary information that one party or its representative make available (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement. Confidential Information includes, without limitation, the terms of this Agreement, Order Form, technical data, programs, code, trade secrets, marketing strategies, software, documentation, business information as well as information related to the past, present and future, ideas, business strategies, customers and suppliers of each party and its affiliates, as case may be. Information already known to the Receiving Party prior to the receipt from the Disclosing Party, or public knowledge is not considered Confidential Information.

“Customer” means an individual, or legal entity user that obtains websites or services from you.

“Documentation” means works of authorship that we make available for you and/or your Customer’s use with the Services that comprises either: (a) instructions for the software use; or (b) description of the software’s operational and/or design characteristics.

“Free Services” means subscription services or other products and features made available to you, or a free trial basis. Free Services exclude Purchased Services.

“Intellectual Property” means the following: all algorithms, application programming interfaces (“APIs”), concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, architectures, procedures, processes, protocols, software code (in any form including source code and executable or object code), uniform resource identifiers including uniform resource locators (“URLs”), user interfaces, web sites, specifications, subroutines, techniques, works of authorship, and other forms of technology.

“Intellectual Property Rights” means all present and future rights of the following types, that may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.“

Marketplace” means an online marketplace of applications and/or services made available by us and third-party providers.

“Marks” means any trademark, service mark, or trade name of a party.

“Order” or “Order Form” means the online ordering document that has your information including, your contact information, subscription tier, term, activated products and so on.

“Platform” means the application that allows you to use and access the Solutions.

“Purchased Services” means subscription services or other products and features made available for purchase. Purchased Services exclude Free Services.

“Solutions” means products and/or services that we will make available in the Platform.

“Services” means the products and services that are enabled by you through the Platform and Solutions, ordered by you under an Order Form, or provided to you under Free Services. Services exclude Marketplace and non-OOOTOMATION applications.

“Your Data” means electronic data and information submitted to our Services by you or on your behalf.

“User” means any individual or a legal entity accepting this Agreement or who is authorized by you to use Services, for whom you have purchased a subscription. Users may include you, your employees, consultants, contractors, and your Customers.

SERVICES AND OUR RESPONSIBILITY

Provision of Purchased Services. Subject to this Agreement including any applicable Order Form, we will do the following: (a) provide you with standard support, or upgraded support if purchased, and (b) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week except for: (i) scheduled maintenance; (ii) force majeure events, including an act of God, act of government, flood, fire, earthquake, war, terrorism, service provider failure, or denial of service attack; or (iii) your acts or omissions.

Subscription; Upgrades and Downgrades. Detailed information on available tiers of subscription and what are included in each subscription is found on our website: https://www.oootomation.com.

You may upgrade your subscription tier at any time during the month. You may request to downgrade your subscription tier at any time, but it will only be effective at the end of your current term.

Free Services. You may register for Free Services subject to the terms of this Agreement until the earlier of: (a) the end of a free trial period; (b) the start date of any Purchased Services; or (c) termination by us in our sole discretion without prior notice. You agree that we will not be liable to you or any third party for any damages arising from using the Free Services or terminating free access to our Services. Except as required by law, you are solely responsible to export your data from Free Services prior to termination. We will not be responsible for any data you have entered, or any customizations made to the Services by or for you unless you purchase a subscription.

Modification. From time to time, we may modify any minor part of our Services to improve your experience. We will not make any material changes to our Services without providing notice.

Consulting Services. You may purchase professional consulting services, subject to applicable fees, which may include training services, partner development, integration, or any other consulting services.

YOUR USE OF SERVICES

Acceptable Use. You will comply with our Terms of Use ( https://www.oootomation.com/terms/terms-of-use ) and Privacy Policy ( https://www.oootomation.com/privacy/ ).

Usage Restrictions. You will comply with all federal, state, provincial and local laws, rules, regulations, and ordinances with respect to the performance of any of your obligations under this Agreement. You will not do the following: (a) modify, copy or create derivative works based on Services or any part thereof, (b) reverse engineer, disassemble, or decompile any of our Services or any part of them to try and find our source code; (c) use or launch any automated system, including, “robots”, “crawlers”, “spiders”, or “offline readers”; (d) use the Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Services; (e) attempt to gain unauthorized access to the Services; or (f) access the Services other than through our interface.

Your Responsibility. You will be responsible for the following: (a) User’s compliance with this Agreement, Documentation and Order Form(s); (b) for the accuracy, quality and legality of Your Data and your use of Your Data with our Services; and (c) use commercially reasonable efforts to prevent unauthorized access to and use of Services and notify us promptly of any unauthorized access.

Marketplace; Third Party Sites and Products. We or third parties may make available Solutions through Marketplace or otherwise. When you elect to use third party Solutions, we may make available information about you and your Customers for enhanced user experience and/or any other unique customization for you or your Customers. We do not control third-parties and we are not liable for Solutions by third-parties. When using third party solutions, your security is your responsibility. We do not endorse, warrant, guarantee the continued availability of, or support any of third-party Solutions. Any acquisition of third-party products or services, and any exchange of data by you with an applicable third party is solely between you and the applicable third party. You agree not to circumvent Marketplace and contract with any of third-party providers in Marketplace which you have come to know through us or our Services, without our prior written consent.

Subprocessors. We use certain subprocessors to assist in providing Our services. A subprocessor is a third party processor engaged by us who agrees to receive and process personal data from us intended for processing activities to be carried out (a) on behalf of Our customers; (b) in accordance with terms of a written contract between we and customers; (c) in accordance with the customer instructions as communicated by us; and (d) in accordance with the terms of a written contract between us and the subprocessor. Subprocessors we engage may change from time to time; and we may update the list of subprocessors below.

Current list of Subprocessors. We reserve the right to add, change or remove a processor, subject to the terms of our agreement with each of the processors.

Payment Subprocessing. To the extent applicable, you appoint Oootomation as its limited payments agent for the sole purpose of receiving, holding, and settling payments to us for your Customer’s invoice payments made through our Platform. we or our third party payment processor will settle payments that are actually received by us, including payments received by Oootomation’s third party payment processor on behalf of Oootomation to you, less any amount owed to Oootomation, including taxes, fees and other obligations, and subject to this Terms of Service and to the third party processor’s terms and conditions (“Payment Settlement”). You agree that a payment received by Oootomation (whether directly or by our third-party payment processor on behalf of Oootomation), on behalf of you, satisfies your Customer’s obligation to make payment to you, regardless of whether Oootomation settles such payment to you. If we do not settle any such payments as described in this Terms of Service to you, you will have recourse only against us and not your Customer, as payment is deemed made by your Customer to you upon constructive or actual receipt by us.

Your Agreement with Stripe. Our current payment processor is Stripe, Inc. (“Stripe”). Payment settlement is conducted by Stripe and any of its financial service providers under a separate Stripe Connected Account Agreement (https://stripe.com/en-us/connect-account/legal ), Stripe Services Agreement, Stripe Privacy Policy, the applicable Financial Services Terms (https://stripe.com/en-us/legal) and other additional terms (collectively, the “Stripe Processor Terms”). We are not a party to the Processor Terms and are not liable to you in respect thereof. By using Stripe, you agree to be bound by the Stripe Processor Terms.

Chargeback and Refund Liability. When a cardholder has an issue with a charge on their credit card, they may contact their bank or issuing entity to dispute the charge. Chargeback is a transaction which is successfully charged back on request of a cardholder or issuing entity which results in cancellation of a transaction in respect of which the cardholder or issuing entity has been paid or is due to be paid. A Chargeback results in an unconditional obligation for you to return remitted funds and any applicable fees. For more information on Stripe’s terms on Chargebacks, please click here. For the avoidance of doubt, if you use Stripe payment service, you are subject to the terms and conditions of Stripe payment service; and we are not responsible for any Chargebacks and any associated applicable fees. You agree to be held responsible and liable for: (a) any and all Chargebacks, refunds and any fines, fees, charges or expenses of any nature in relation to such Chargebacks and refunds; (b) where a Chargeback occurs, we shall immediately be entitled to debit your account, a deduction from any amount received by us, and/or invoice you to recover the full amount of the relevant Chargebacks and any other expenses. Your obligation to pay Chargebacks shall survive the termination or expiration of this Agreement.

FEES AND PAYMENT

Fees

Subscription or/and Monthly Fees: Unless otherwise provided in the applicable Order Form, (i) the subscription fee will remain fixed during the term; (ii) the subscription fee is non-cancellable and non-refundable; (iii) Purchased Services are purchased as subscriptions; (iv) subscriptions can be upgraded, and (v) any added subscription will terminate on the same date as the underlying subscriptions.

Onboarding Fee or/and Set up Fee:. This one-time setup fee will be considered in any integration and training plan we design (“Onboarding Fee”). Onboarding Fee is mandatory, subject to the level of subscription or the size of the accounts and is non-refundable.

Products. Certain Solutions require a certain level of active subscription tier. Fees for Solutions may vary or depend on a certain subscription tier. You agree to promptly pay on demand all amounts due and payable for each product and/or service. Activated products or services for an account are for a full period as per each specification. You may cancel any of their active products at any time, and the system will automatically deactivate the product at the end of the current cycle.

Invoicing and Payment. All amounts invoiced are due and payable immediately, unless otherwise provided in the Order Form. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

Payment Method. You will pay all fees via a valid payment method, by other approved manner by us or specified in the applicable Order Form. If you provide payment card information, you authorize us to charge the payment card for all purchases made and any renewals due. Such charges may be made in advance, either annually or monthly or in accordance with the billing frequency associated with the Solutions in the Platform. You may be required to use a valid payment card to immediately activate some Solutions. If there is a problem charging your payment card or you ask to remove the card from our system, you may be required to provide other valid payment card information or other approved manner by us. If you are making payments via payment card, you authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such that third party.

Overdue Charges; Late or Non-Payment. If you do not pay the invoice by the due date, then without limiting our rights or remedies (a) those overdue amounts shall accrue interest one point five percent (1.5%) per month which percentage is equivalent to a yearly rate of eighteen percent (18%), or the maximum rate permitted by law, whichever is lower, (b) we may suspend or terminate the current subscription term, and/or (c) we may alter your payment terms on future subscriptions.

Payment Dispute. You will notify us immediately if there is any issue with your invoice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

Fee Increase. The pricing of any fee during any renewal term may increase up to eight percent (8%) above the applicable pricing in the prior term, unless we provide you notice of different pricing at least sixty (60) days prior to the applicable renewal term.

Taxes. You are responsible for paying all taxes, levies or similar governmental assessment including, for example, sales, value-added, use or withholding taxes, associated with your purchases hereunder. Our fees do not include taxes, which we will charge as applicable, and you will pay that amount. You shall have no liability for any taxes based upon our gross revenues or net income. We are solely responsible for our own taxes based on our income, property, and employees.

TERM AND TERMINATION

Term and Renewal. This Agreement commences on the date you first sign in acceptance for a period of one (1) year and will automatically renew for additional one (1) year periods, unless either party gives the other notice of non-renewal at least ninety (90) days before the end of the relevant term. If you have purchased Solutions during the subscription term, the fees for these Solutions will be monthly (or annually as the case may be), unless otherwise indicated in your Order Form. If you use our Free Services, we will make the Free Services available to you subject to Section 2.3 above. Except as stated in the applicable Order Form, renewal of promotional or one-time priced subscription will be at our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s pricing.

No Early Termination; No Refunds. The subscription term will end on the expiration date and the subscription cannot be canceled early. All fees are non-refundable. If you terminate this Agreement during the term, you agree to pay any outstanding fees due and payable for the remainder of the term.Termination/Suspension. Either party may terminate this Agreement for cause, upon thirty (30) days written notice of a material breach if such breach remains uncured at the expiration of such period.

We may terminate this Agreement for cause: (a) upon fifteen (15) days written notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period; (b) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) immediately, the Customer or the User violates the Terms of Service or applicable local, state, federal, or foreign laws or regulations. While any payment is delinquent, subject to our reasonable and sufficient notice: (a) any unpaid fees will incur a late fee; (b) we may terminate or suspend your, Customer’s and/or User’s access; and/or (c) we may initiate direct communications with the Customer or any User.

Business Closure. If you cease business operations or are unable or not permitted to continue business under any applicable law or regulations, you shall immediately provide us a written notice with proof of such cessation; we may at our sole option, terminate this Agreement upon receipt of such notice.Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) your right to use or access the Services shall cease and we have no further obligation to make the Services available to you; (b) all rights and licences granted to you (or by you) shall cease; and (c) any amounts owed to us under this Agreement shall be immediately due and payable.

Return of Property. Upon expiry or termination of this Agreement, you may request within thirty (30) days to export or download Your Data. After this thirty (30) day period, we hold no obligation to maintain or provide any of Your Data and will delete or destroy all Your Data in our systems or otherwise in our possession, unless legally prohibited by applicable laws from doing so.

PROPRIETARY RIGHTS AND LICENSES

Proprietary Rights. All our Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, create derivative works, or use them in a fashion contrary to this Agreement. You have the right to access and use the Services subject to the terms of this Agreement.Your Rights; Your Data. You own and retain all rights to Your Data. You grant us and our applicable third parties a limited right to use Your Data solely to the extent as may be necessary to provide the Services to you pursuant to and as permitted by this Agreement. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Save and except for the limited licenses granted for use of Your Data during the term of the Agreement, we acquire no right, title or interest from you or your licensors under this Agreement.License to Use Feedback. You grant us a license to use and incorporate into our services any comments, suggestion, enhancement, recommendation, correction, or other feedback provided by you or Users, without any payment or attribution.Augmented Data. If we make Augmented Data available to you, you may use Augmented Data during your Purchased Subscription period only. We will make Augmented Data based on Your Data and it will only be available to you.

LEGAL TERMSCONFIDENTIALITY.

During the term of this Agreement and following the expiration of this Agreement, all Confidential Information related to or obtained from either party shall be held in confidence by the Receiving Party to the same extent and in at least the same manner as its own confidential information. The Receiving Party will not use Confidential Information for any purpose outside the scope of this Agreement. The Receiving Party will limit access to Confidential Information to its employees, contractors, advisors, and agents, who need access for purposes consistent with this Agreement. The Receiving Party will not disclose Confidential Information to any third party without a prior written consent of the Disclosing Party. Upon notice to the Disclosing Party, the Receiving Party may disclose Confidential Information to the extent compelled by law, to do so.

PUBLICITY.

You grant us the right to add your name and logo to our partner list, podcast, and website in all our media releases.

INDEMNIFICATION.

You will defend, indemnify and hold us harmless against any third party claim, requests for injunctive relief, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, expenses and disbursements of any kind and nature, suit, action, or proceeding (each, an “Action”) brought by a third party under any theory of legal liability arising out of or related to any of the following: (a) your noncompliance with or breach of this Agreement, (b) actual or alleged use of the Services in violation of this Agreement or law, by you or by any person acting for you under the Agreement regardless of whether such person has been authorized to use the Services, (c) your use of Third Party Products, or (d) any dispute between persons who claim to have authority to act for you in connection with the control of your account with us. We will notify you, so you have the right to immediately take control of the defense and investigation of any Action and promptly provide you, at your expense, with all information and assistance reasonably requested by you to manage the matter. You shall not settle any Action on behalf of us or impose any obligations on us without our prior written consent.

DISCLAIMER; LIMITATION OF LIABILITY.DISCLAIMER. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRITY, ACCURACY, COMPLETENESS, SUCCESS, PROFITABILITY, RELIABILITY,

AVAILABILITY OR EXPECTED OPPORTUNITIES ASSOCIATED WITH OUR SERVICE, DATA MADE AVAILABLE FROM THE SERVICE, OR MARKETPLACE. APPLICATION PROGRAMMING INTERFACES (APIS) MAY NOT BE AVAILABLE AT ALL TIMES. WE PROVIDE SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

NO INDIRECT DAMAGES. THE PARTIES AGREE THAT THE ALLOCATIONS OF RISK MADE IN THIS AGREEMENT ARE REASONABLE. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, BUSINESS INFORMATION, GOOD WILL, LOSS OF PROFITS OR REVENUE, OR OTHER PECUNIARY LOSS, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

LIMITATION OF LIABILITY. IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED, THE LESSER OF: FIVE THOUSAND US DOLLARS (USD$5,000) OR THE TOTAL AMOUNT PAID BY YOU FOR THE SIX MONTHS SUBSCRIPTION PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM OR OTHERWISE, BUT WILL NOT LIMIT YOUR LIABILITY OR OBLIGATIONS UNDER THE PAYMENT OF FEES, INDEMNIFICATION OR FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS. IF YOU ARE USING FREE SERVICE, THIS LIMITATION SHALL NOT APPLY TO YOU, AND IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICE, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (USD$100)

THIRD-PARTY PRODUCTS. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE.NO-EXCLUSIVITY AND INDEPENDENT CONTRACTOR.

Partner and its Customers will not have an exclusive right to market, sell or implement Solutions, and no franchise is granted to Partner. We expressly reserve the right to market and sell the Solutions itself, including to any Customer, and to contract with others to market and sell Solutions including to any Customer. Each Party to this Agreement is an independent contractor. This Agreement does not create any agency, partnership, joint venture, employment or franchisor or franchisee relationship. Furthermore, no labor relationship between Us and Partner employees is created hereby. Neither Party has the right or authority to, and will not, assume or create any obligation of any nature whatsoever on behalf of the other Party or bind the other Party in any respect whatsoever. Notwithstanding the use of the term “partner” in this Agreement, the Parties do not intend to create any legal relationship of partnership between them, and neither will assert to any third party or otherwise claim that such a legal relationship exists between them. For greater certainty, Partner hereby acknowledges and agrees that We shall not exercise any control over, or help in, Partner’s method of operation, including locations, business organization, marketing techniques or training.

NON-SOLICITATION. During the term of this Agreement and for two (2) years following the termination of this Agreement, you will not solicit, hire, contract with or retain any of our directors, officers, employees, assignees, other partners, third party provider or customers without our prior written consent; provided, however, that this limitation shall in no way apply to the hiring or solicitation of any of the above persons that respond to public postings.

MISCELLANEOUSAmendment;

Entire Agreement; Precedence. This Agreement, including all appendices and Order Form(s), along with our Privacy Policy and Terms of Use, is the final, complete, and exclusive agreement between us and you with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and understandings. To the extent of any conflict or inconsistency in the documents constituting the Agreement, this Terms of Service shall control. We may update and change this Agreement at any time and such change will be posted here at: https://oootomation.com/terms-and-conditions. For any material change to this Agreement, we will send prior notice via email or in-app notification. The updated Agreement will have an indication of its effective and binding date, for example, Terms of Service will have “Last Modified” or “Effective As of” or similar language thereof. We encourage you to check our Agreement on a regular basis. Please notify us in writing if you do not agree with any changes within thirty (30) days. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

No Waiver. Delay in exercising any right or remedy will be a waiver of such right or remedy. No course of dealings between you and us shall be construed as a waiver of any subsequent breach or modification hereof.

Currency. Unless expressed in the applicable Order Form, all references to money amounts are to the lawful currency of the United States Dollars (“USD”).

Severability. If, in any jurisdiction, any part of this Agreement is unenforceable, such provision is ineffective without invalidating the remaining provisions of this Agreement and such unenforceable provision will be deemed to superseded by a valid, enforceable provision that most closely matches the intent of original provision.

Interpretation. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation.

”Assignment. You will not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to any successor by way of any merger, consolidation or reorganization, sale of all or substantially all of our assets, change of control or by operation of law.

Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third-party person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and all applicable federal laws of Canada, without regards to its conflict of law principles. The Parties do hereby irrevocably consent to the jurisdiction of the appropriate courts located in Toronto, Ontario for the resolution of any disputes arising out of this Agreement. The parties also agree that they will first attempt to resolve any disputes arising under this Agreement through good faith negotiations.

Terms of Service Last Updated:

September 2024

These Terms of Service (“Terms”) apply to your access to and use of the websites, applications and other products and services, including email services, trainings, events, marketing services, review and message boards and various other message communication applications (collectively, our “Services”) provided by PMG PARTNERS CORP with app name is  Oootomation. (“Oootomation”, “we”, or “us”).

By clicking to indicate your acceptance of these Terms, or otherwise accessing or using the Services, you agree to these Terms, and to use our Services in accordance with our Acceptable Use Policy, which is incorporated by reference into these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 19, do not access or use our Services.In addition to these Terms, we may ask you to accept additional terms that apply to specific features, products or services. To the extent any additional terms conflict with these Terms, the additional terms govern with respect to your access to or use of the applicable feature, product or service.If you have any questions about these Terms or our Services, please contact us at [email protected].

1) Eligibility and AuthorityYou must be at least 18 years of age or older to access or use our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

2) Accounts; Account Security; Electronic CommunicationsYou will need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account, not share your account credentials, and promptly notify us if you discover or suspect that someone has accessed your account without your permission.By creating an Oootomation account, you consent to receive electronic communications from Oootomation (e.g., via email or by posting notices on our Services). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

3) PrivacyPlease refer to our Privacy Policy (https://oootomation.com/privacy-policy) for information about how we collect, use and disclose information about you.

4) Our Services; License.Our Services may allow you and other users to create, post, store and share marketing, communications, or other content, including, but not limited to, email, text or SMS messages, photos, videos, software and other materials, and review or message boards (collectively, "Marketing Content"). Except for the license you grant below, you retain all rights in and to your Marketing Content, as between you and Oootomation. You grant Oootomation a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, adapt, publish, translate, distribute, and display your Marketing Content to the recipients or audience designated by you or otherwise in accordance with the settings you specify in the Services. As a part of the Services, we may view, copy, and internally use Marketing Content to help us train and improve the Services, including their functionality and effectiveness for you and your campaigns, as well as to assist us in detecting issues. You may not create, post, store or share any Marketing Content that violates these Terms, including our Acceptable Use Policy (https://oootomation.com/privacy-policy), or for which you do not have all the rights necessary to grant us the license described above. When using the Services, you may import data, including personally identifiable information, regarding your Contacts (as defined below) (“Contact Data”). We view and use Contact Data only to provide Services to you, at your direction and, as part of the Services, to train, detect issues with our Services, and to ensure their proper functioning. We do not disclose Contact Data to third parties, except as follows:We may share Contact Data with our third party service providers to provide our Services or administer the site.If any portion of Oootomation is sold, Contact Data may be part of the business assets we transfer. Contact Data also may be disclosed if Oootomation is considering or completes the financing, securitization, insuring, sale, assignment or other transfer of all or part of the company.We may disclose Contact Data as we reasonably believe is necessary to comply with any judicial or governmental subpoenas, warrants or orders.We reserve the right to use, disclose and share your information and Contact Data to investigate, prevent or take action with respect to any potential or actual fraud, illegal activities, circumstances which threaten the physical safety of any person, violations of these Terms of Service or as otherwise required by law.We may receive requests directly from individuals, including your Contacts, not to receive emails from our Services. To comply with international data protection laws and to respect their requests, we place those individuals on a communications exclusion list (“Global Exclusion List”) so that they may no longer receive communications from our Services. If a requesting individual is a Contact in your database, we will use commercially reasonable efforts to notify you of such a request before placing that Contact on our list.

5) Prohibited Conduct

5.1) Prohibited Activities on the Services.You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. When you access or use our Services, you will not:Engage in any harassing, threatening, intimidating, predatory or stalking conduct;Impersonate any person or entity, including without limitation, any Oootomation official, employee, or falsely state or otherwise misrepresent your affiliation with such a person or entity;Use or attempt to use another user’s account without authorization from that user and Oootomation;Access the Services by any means other than through the standard industry-accepted or Oootomation-approved application program interfaces;Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;Delete or revise any material, including Marketing Content, posted by another person or entity;Delete or modify any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;Register, subscribe, attempt to register or subscribe, unsubscribe or attempt to unsubscribe, any party for any Oootomation product or Service if you are not expressly authorized by such party to do so;Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;Bypass or ignore instructions contained in our robots.txt file that controls automated access to portions of our Services;Export or attempt to export certain data points, including but not limited to EGEO and ERJA data, that cannot be exported from the Services; orUse our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

5.2) Compliance with LawsYou represent and warrant that your access to and use of the Services will comply with all applicable laws, rules and regulations, including but not limited to Export Control and Sanctions Laws (defined below) and those that relate to privacy and data protection and to the sending of electronic communications. You further represent and warrant that you have a lawful basis for processing and sending Marketing Content and communications to your customers, business contacts or followers who consent to receiving marketing messages from you or on your behalf (“Contacts”), whether through legally appropriate consents or otherwise. You will not provide Oootomation or upload to the Services, or take any actions with respect to, any Marketing Content or Contact Data for which you do not have a lawful basis for processing, permissions or consents in accordance with applicable data protection laws. You (and not Oootomation) are responsible for ensuring that you meet all notice and consent obligations for sending communications to individuals in the jurisdictions where they reside. For more information and tips, please see our Consent page . While our Services allow you to manage and access consents and other Contact Data, you acknowledge and agree that you, and not Oootomation, have sole responsibility for maintaining all records relating thereto. You are solely responsible for determining whether our Services are suitable for use in light of any laws and regulations that govern your entity, industry, or relationship with your own Contacts, including but not limited to consumer protection, privacy, advertising, intellectual property or other laws. You may not use our Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce. You further represent and warrant that your use of the Services, including the information that you upload to or make available through the Services will not cause Oootomation to violate any applicable laws, rules and regulations, including but not limited to those that relate to privacy and data protection and to the sending of electronic communications. We may suspend or restrict your access to or use of the Services if we suspect that your Marketing Content includes spam or otherwise duplicative or unsolicited messages in violation of applicable laws.

5.3) Web Personalization FeatureIf you are on a Professional or Enterprise subscription plan, you may access our Web Personalization feature, which allows you to create personalized versions of your webpage (“Experiences”) for your Contacts. Experiences are created by changing the text, image, link or button text (each, an “Element”) displayed to your Contacts based on your segment conditions. The aggregate number of unique Experiences that you may create, using a combination of different Elements and segments, is limited to ten (10) times your Contact limit. Your failure to adhere to such limits may result in interruption, suspension or termination of the Services.

5.4) Reporting AbuseIf you think anyone using the Services is violating any of these Terms, please notify us immediately

6) Terms of Sale

6.1) Subscriptions

When you sign up for our Services, you agree to a recurring subscription contract with Oootomation on a monthly, quarterly, annual, or other temporal basis that you select when signing up for the Services.

WHEN YOU REGISTER FOR A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) Oootomation (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A MONTHLY, QUARTERLY, ANNUAL, OR OTHER BASIS AS APPLICABLE FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (B) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SERVICES IN ACCORDANCE WITH THESE TERMS. For more information about pricing and subscription plans, please visit our Pricing page.

6.2) Cancellation.You may cancel your subscription at any time by logging into your account and following the instructions on your account dashboard for cancellation or by contacting us . Such cancellation notice must be sent by the designated account owner or an authorized signatory. Inactivity does not constitute automatic cancellation, so unless you cancel your account in accordance with this section, you will continue to be charged for subscription to the Services. All cancellation requests will take effect at the end of the then-current subscription period in which the cancellation request is made, and you will be responsible for all fees and any applicable taxes and other charges rendered up through the cancellation date.In the event you cancel your subscription, please note that we may still send you promotional communications about Oootomation, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.If you are interested in cancelling your subscription, we may provide you with the option of pausing your subscription for a certain period of time. During the pause period, your account will remain active in our system, and we will retain the data, including Contact Data, associated with your account. The collection, use and disclosure of such data will continue to be subject to our Privacy Policy.

6.3) One-Time PurchasesSome features of our Services, such as templates, may be offered as a standalone, non-subscription product. We will charge your payment method at the time of such purchases as a one-time purchase.

6.4) Free TrialsFrom time to time, to the extent legally permitted, we may offer free trials of certain subscriptions for a specified period of time without payment. If we offer you a free trial, the specific terms of your free trial will be provided in the marketing materials describing the particular trial or at registration. We reserve the right to modify or terminate free trials at any time, without notice and in our sole discretion.

6.5) Payment and Billing Information

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method. In addition, you authorize (or our third party payment processor) to charge your payment method for the total amount of your subscription fees (and applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your account may be suspended until your payment is processed. You must resolve any problem we encounter in order to proceed.You acknowledge that the amount billed may vary due to promotional offers, changes to your subscription or changes in applicable taxes or other charges, and you authorize us (or our third party payment processor) to charge your payment method for the corresponding amount.If you are in Brazil, the following applies to you: in order to enable remittance of funds for the payment of goods, products and/or services purchased from merchants abroad, you appoint PPRO Brasil Ltda. as your attorney-in-fact to, on your behalf, sign foreign exchange agreements and other agreements that may be necessary to effect the respective remittance of funds, including the power to negotiate terms, rates, renegotiate fees, or even in whole or in part supersede the mandate granted.

7) Limited License; Copyright and TrademarkOur Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Oootomation Content”) are owned by or licensed to Oootomation and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Oootomation and our licensors reserve all rights in and to our Services and the Oootomation Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and Oootomation Content for (i) your own personal use or (ii) if you are a business or organization, to communicate about your business or organization with your Contacts. However, such license is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Services or Oootomation Content; (b) copy, reproduce, distribute, publicly perform or publicly display Oootomation Content, except as expressly permitted by us or our licensors; (c) modify the Oootomation Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Oootomation Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or Oootomation Content other than for their intended purposes. Any use of our Services or Oootomation Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.8) Third Party Content and ServicesWe may display content, advertisements and promotions from third parties through the Services (“Third Party Content”). We do not control, endorse or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties. If Oootomation requires you to accept additional terms, conditions, or obligations in connection with your use of third party services or third party integrations ("Third Party Terms"), we will provide you advanced notice and obtain your authorization or acceptance of such Third Party Terms, which shall include your continued use of such services or integrations.We may also provide you with access to certain services, features or functionality offered by a third party in connection with the Services. Use of any such services, features or functionality will be subject to separate terms of service between you and such third party, and not these Terms. The third party provider, and not Oootomation, will be solely responsible for providing you with such services, features or functionality.If you use the Services to purchase a domain name, we will purchase it on your behalf from Cloudflare, Inc., and Oootomation. will be the listed registrant. You must use the domain name in compliance with these terms of service as well as CloudFlare's Domain Registration Agreement, Self-Service Subscription Agreement, Privacy Policy, and Registrant Rights and Responsibilities. If requested by You in writing, we will transfer the domain name to you. A transfer fee may apply. You agree to indemnify and hold us harmless from any claim or demand, including reasonable attorneys’ fees, arising from your use of such domain, including any breach of these Terms, CloudFlare's terms, and/or any violations of applicable laws as it pertains to use of the domain name. As per ICANN rules, domains once purchased cannot be transferred out to different DNS provider before 60 days of the domain purchased.9) FeedbackAny questions, comments, suggestions, ideas, original or creative materials or other information you submit about Oootomation or our products or Services (collectively, “Feedback”), is non-confidential and will become the sole property of Oootomation. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.10) PublicityYou agree to be identified as a customer of Oootomation and that Oootomation may refer to you by name, trade name, trademark, logo and other proprietary marks or words, and may describe your business, in our marketing or publicity materials, on our website, and in press releases or other public statements. You hereby grant Oootomation a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use your name and any of your trade names, trademarks, logos and other proprietary marks or words pursuant to this Section 10.11) Copyright ComplaintsWe have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Oootomation’s Designated Agent as follows:12) IndemnificationTo the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Oootomation, our parent, subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Oootomation Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims")arising out of or related to (a) your access to or use of our Services; (b) your Marketing Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights) or (e) your conduct in connection with our Services. You agree to promptly notify Oootomation Parties of any third party Claims, cooperate with Oootomation Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that Oootomation Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Oootomation or the other Oootomation Parties.

13) Disclaimers

WE DO NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY MARKETING CONTENT, THIRD-PARTY CONTENT OR THIRD-PARTY SERVICES MADE AVAILABLE ON OR LINKED TO BY OUR SERVICES. YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, Oootomation DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE Oootomation ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES. AS BETWEEN YOU AND Oootomation, YOU WILL BE SOLELY RESPONSIBLE FOR RESPONDING TO AND HONORING ALL REQUESTS RELATING TO THE RIGHTS OF YOUR CONTACTS AND THEIR PERSONAL DATA PURSUANT TO AND IN ACCORDANCE WITH APPLICABLE DATA PROTECTION LAWS.14) Limitation of LiabilityOootomation AND THE OTHEROootomation PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF Oootomation OR THE OTHER Oootomation PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF Oootomation AND THE OTHER Oootomation PARTIES, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS OR USE OUR SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF Oootomation OR THE OTHER Oootomation PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

15) ReleaseTo the fullest extent permitted by applicable law, you release Oootomation and the other Oootomation Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under Ontario The Superior Court of Justice  as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

16) Transfer and Processing Data;By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.17) Export Control, Sanctions Compliance and Anti-Corruption Compliance

17.1) Export Control and Sanctions ComplianceThe receipt and use of our Services may be subject to export control and economic sanctions laws of the United States and other applicable government authorities (“Export Control and Sanctions Laws”). You agree to abide by all Export Control and Sanctions Laws as they relate to your access and use of our Services. You will not, directly or indirectly, access or use our Services if you are located in a jurisdiction where the provision of our Services is prohibited by law (a “Prohibited Jurisdiction”), including Cuba, Iran, North Korea, Syria, and the Crimea region. You also will not provide access to or allow the use of our Services by any government, entity or individual: (a) located in any Prohibited Jurisdiction; or (b) identified on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List, or subject to any other expert control or economic sanctions lists or programs. You represent and warrant that: (a) you are not named on or subject to any government sanctions programs or list of persons or entities prohibited from receiving U.S. exports, or engaging in transactions with any U.S. person; (b) you are not located in, or a company registered in, any Prohibited Jurisdiction; and (c) you will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you are located.

17.2) Anti-Corruption ComplianceYou will comply with all applicable United States and international anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and others as they relate to your access to and use of our Services. You acknowledge that you have not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value in connection with these Terms.

18) Commercial ItemsIf acquired by any agency of the Canada Government and U.S. Government, such agency acknowledges that (a) the App and Services constitute "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable; and (b) such agency's rights are limited to those specifically granted under these Terms.19) Dispute Resolution; Binding ArbitrationPlease read the following section carefully because it requires you to arbitrate certain disputes and claims with Oootomation and limits the manner in which you can seek relief from us. Except for small claims disputes in which you or Oootmation seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Oootomation seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Oootomation waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in Cook County, Illinois in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.You and Oootomation agree that any dispute arising out of or related to these Terms or our Services is personal to you and Oootomation and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and Oootomation agree that these Terms affect interstate commerce and that the enforceability of this Section 19 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Oootomation agree that for any arbitration you initiate, you will pay the filing fee and Oootomation will pay the remaining JAMS fees and costs. For any arbitration initiated by Oootomation, Oootomation will pay all JAMS fees and costs. You and Oootomation agree that the state or federal courts of the State of Illinois and the United States sitting in Cook County, Illinois have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Oootomation will not have the right to assert the claim.You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 19 by emailing us . In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 20.

Governing Law and Dispute Resolution These Terms will be governed by and construed in accordance with the laws of Ontario, Canada. Any disputes arising from these Terms or the Services will be resolved through binding arbitration in Ontario, Canada, in accordance with the rules of the Arbitration Act.18. Modifications to Terms Oootamation reserves the right to update or modify these Terms at any time. You will be notified of any changes, and continued use of the Services constitutes acceptance of the updated Terms.

20) Governing Law and Venue These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of the State of Illinois, without regard to conflict of law rules or principles (whether of Illinois or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Illinois and the United States, respectively, sitting in Cook County, Illinois.

21) Changes to these Terms We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the “Last Updated” date above. We may also attempt to notify you by sending an email notification to the address associated with your account or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

22) Termination We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

23) Severability If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

24) MiscellaneousThese Terms constitute the entire agreement between you and Oootomation relating to your access to and use of our Services. Any additional or different terms proposed by you in any purchase order, request for proposal or other document are hereby objected to by Oootomation and shall be void. The failure of Oootomation to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. This Agreement may not be assigned or transferred by you except with our prior written consent. These Terms may not be assigned or transferred by you except with our prior written consent. These Terms may be executed and delivered electronically and in one or more counterparts, each of which shall, when taken together, constitute a single document.

Additional Terms

1. Acceptance of Terms By accessing or using the services provided by Oootamation, operated by PMG Partners Corp., you (the "User" or "Customer") agree to comply with and be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, do not access or use our services.

2. Definitions

"Services" refers to all products, software, applications, and services provided by Oootamation."Oootamation" refers to PMG Partners Corp., the entity providing the Services."User" or "Customer" refers to any individual or entity using the Services.

3. Account Registration and User Obligations To access certain Services, you may need to register for an account. You agree to provide accurate, current, and complete information during registration and to keep your account secure by maintaining the confidentiality of your login details. You are responsible for all activities that occur under your account.

4. Use of Services You agree to use the Services only for lawful purposes and in accordance with applicable local, national, and international laws. You agree not to misuse the Services or attempt to access them in unauthorized ways.

5. Privacy and Data Protection Oootamation collects and processes personal data in accordance with its Privacy Policy. By using our Services, you consent to the collection, storage, and transfer of personal data as described in the Privacy Policy. Oootamation will comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) for users in the European Union and the California Consumer Privacy Act (CCPA) for users in California.

6. Feedback By submitting feedback, suggestions, or other materials related to Oootamation ("Feedback"), you grant Oootamation a non-exclusive, royalty-free, perpetual, worldwide license to use, modify, and distribute the Feedback in connection with the Services. You retain ownership of any intellectual property in the Feedback, but acknowledge Oootamation's right to use it for improving and marketing the Services.

7. Publicity You agree to be identified as a customer of Oootamation. We may use your name, trade name, trademark, logo, and business description in marketing materials, on our website, and in press releases. You grant Oootamation a nonexclusive, royalty-free, worldwide, and sub-licensable license to use your name and marks for such purposes. You may request removal from these materials by contacting Oootamation directly.8. Copyright Complaints If you believe that any content on the Services infringes your copyright, you may notify Oootamation’s Designated Agent. We will investigate and take appropriate action in accordance with applicable copyright law.

9. Indemnification You agree to indemnify, defend, and hold harmless Oootamation, its affiliates, officers, directors, and employees from any claims, losses, liabilities, or expenses arising out of:

Your use of the Services;Your marketing content or feedback;Your violation of these Terms;Your infringement of any rights of others, including intellectual property or privacy rights;Your conduct in connection with the Services.

You agree to promptly notify Oootamation of any third-party claims and cooperate in defending such claims. This indemnity is in addition to any other indemnities in a separate agreement between you and Oootamation.

10. Disclaimers The Services are provided “as is” and “as available,” without warranties of any kind, express or implied. Oootamation does not guarantee the accuracy, completeness, or reliability of the Services, and does not warrant that the Services will be free from viruses or harmful components. You use the Services at your own risk and are solely responsible for any damages to your system or data.

11. Limitation of Liability Oootamation and its affiliates will not be liable for any indirect, consequential, exemplary, incidental, punitive, or special damages, or lost profits, even if advised of the possibility of such damages. The total liability for any claim arising from these Terms or the Services is limited to the amount you paid for the Services. This limitation does not apply to claims arising from gross negligence, fraud, or intentional misconduct.

12. Release To the fullest extent permitted by law, you release Oootamation and its affiliates from any claims, demands, or damages (actual and consequential) arising from disputes between users or the acts of third parties. This release applies to claims known or unknown at the time of agreeing to these Terms.

13. Transfer and Processing of Data By using our Services, you consent to the transfer and processing of your data in and to the United States and other countries, where you may not have the same rights and protections as under local law.

14. Export Control, Sanctions Compliance, and Anti-Corruption You agree to comply with all applicable export control and sanctions laws. You will not use the Services for any unlawful purpose, including any violation of anti-corruption laws or facilitating prohibited transactions.15. Force Majeure Oootamation will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, government actions, or technical failures.

16. Termination Oootamation may suspend or terminate your account if you breach these Terms or if required by law. You may also terminate your account by contacting Oootamation. Upon termination, you will no longer have access to the Services.

17. Governing Law and Dispute Resolution These Terms will be governed by and construed in accordance with the laws of Ontario, Canada. Any disputes arising from these Terms or the Services will be resolved through binding arbitration in Ontario, Canada, in accordance with the rules of the Arbitration Act.18. Modifications to Terms Oootamation reserves the right to update or modify these Terms at any time. You will be notified of any changes, and continued use of the Services constitutes acceptance of the updated Terms.