Welcome to SPECT. Please continue reading to learn about the rules and restrictions that govern your use of SPECT’s website(s) and all other products, services and applications made available by SPECT from time to time (such as, SPECT’s iOS and Android mobile applications, email and the SPECT services available on SMS) (collectively, the “Cloud Services”) as are detailed on SPECT’s website available at https://sendspect.com.

These Terms of Use (this "Agreement") is a binding contract between you ("Customer", "you", or "your") and Stanley Park Technologies Inc. ("SPECT", "we", or "we"). This Agreement governs your access to and use of the Cloud Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE CLOUD SERVICES.

(a)"Aggregated Statistics" has the meaning set forth in Section 2(e).

(b)"Authorized User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Cloud Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Cloud Services has been purchased hereunder.

(c)"Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Cloud Services.

(d)"Documentation" means SPECT's user manuals, handbooks, and guides relating to the Cloud Services provided by SPECT to Customer either electronically or in hard copy form/end user documentation relating to the Cloud Services available at https://sendspect.com.

(e)"SPECT IP" means the Cloud Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, SPECT IP includes Aggregated Statistics and any information, data, or other content derived from SPECT's monitoring of Customer's access to or use of the Cloud Services, but does not include Customer Data.

(f)"Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Cloud Services.

(a)"Provision of Access" Subject to and conditioned on your payment of Fees and compliance with all other/the terms and conditions of this Agreement, SPECT hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Cloud Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. SPECT shall provide you the necessary passwords and access credentials to allow you to access the Cloud Services.

(b)"Documentation Licence" Subject to the terms and conditions contained in this Agreement, SPECT hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Cloud Services.

(c)"Use Restrictions"
(i) You shall not, and shall not permit any Authorized Users to, use the Cloud Services, any software component of the Cloud Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Cloud Services, any software component of the Cloud Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Cloud Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Cloud Services, in whole or in part; (iv) remove any proprietary notices from the Cloud Services or Documentation; or (v) use the Cloud Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

(ii)SPECT reserves the right (but does not have the obligation) to remove any Customer Data from the Cloud Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Customer Data or if SPECT is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not SPECT, remain solely responsible for all Customer Data that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Cloud Services.

(d)"Aggregated Statistics" Notwithstanding anything to the contrary in this Agreement, SPECT may monitor Customer's use of the Cloud Services and collect and compile data and information related to Customer's use of the Cloud Services to be used by SPECT in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Cloud Services ("Aggregated Statistics"). As between SPECT and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by SPECT. You acknowledge that SPECT may compile Aggregated Statistics based on Customer Data input into the Cloud Services. You agree that SPECT may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

(e)"Reservation of Rights" SPECT reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the SPECT IP.

(f)"Suspension" Notwithstanding anything to the contrary in this Agreement, SPECT may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Cloud Services if: (i) SPECT reasonably determines that (A) there is a threat or attack on any of the SPECT IP; (B) Customer's or any other Authorized User's use of the SPECT IP disrupts or poses a security risk to the SPECT IP or to any other customer or vendor of SPECT; (C) Customer or any other Authorized User is using the SPECT IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) SPECT's provision of the Cloud Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of SPECT has suspended or terminated SPECT's access to or use of any third-party services or products required to enable Customer to access the Cloud Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). SPECT shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Cloud Services following any Service Suspension. SPECT shall use commercially reasonable efforts to resume providing access to the Cloud Services as soon as reasonably possible after the event giving rise to the Cloud Services Suspension is cured. SPECT will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

(a)"Acceptable Use Policy" The Cloud Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in SPECT's acceptable use policy ("AUP") located at https://sendspect.com., as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://sendspect.com. from time to time, including the AUP.

(b)"Account Use" You are responsible and liable for all uses of the Cloud Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use all reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Cloud Services, and the Additional Terms available at https://sendspect.com and shall cause Authorized Users to comply with such provisions. All information publicly posted or privately transmitted through the Cloud Services resulting from access provided by you is your sole responsibility and SPECT will not be liable for any errors or omissions in any content. You acknowledge that all Customer Data accessed by you or others using the Cloud Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

(c)"Customer Data" You hereby grant to SPECT a non-exclusive, royalty-free, worldwide licence to reformat, modify, create derivative works of, excerpt, translate, reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for SPECT to provide the Cloud Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.

(d)"Passwords and Access Credentials" You are responsible for keeping your passwords and access credentials associated with the Cloud Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

(e)"Third-Party Products" The Cloud Services may permit access to Third-Party Products or websites. For purposes of this Agreement, such Third-Party Products and websites are subject to their own terms and conditions presented to you for acceptance within the Cloud Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. When you access Third-Party Products or websites, you do so at your own risk, such Third-Party Products or websites may charge for their services and you will be solely responsible for all charges. SPECT encourages you to be aware when you leave the Cloud Services and to read the terms and conditions and privacy policy of each Third-Party Products or websites that you visit or utilize.

(f)"Third-Party Products" The access rights granted hereunder entitles Customer to the support services described on SPECT's website located at https://sendspect.com

The access rights granted hereunder entitles Customer to the support services described on SPECT's website located at https://sendspect.com.

Customer shall pay SPECT the fees as described on https://sendspect.com ("Fees") within thirty (30) days from the invoice date without set-off or deduction. Customer shall make all payments hereunder in USD on or before the due date. If Customer fails to make any payment when due, without limiting SPECT's other rights and remedies: (i) SPECT may charge interest on the past due amount at the rate of eighteen percent (18%) per annum or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse SPECT for all reasonable costs incurred by SPECT in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, SPECT may suspend, in accordance with Section 2(g), Customer's and all other Authorized Users' access to any portion or all of the Cloud Services until such amounts are paid in full.

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on SPECT's income.

From time to time during the Term, SPECT, and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media], [that is/and whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees[, agents, or subcontractors] who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire three (3) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Cloud Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Cloud Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

(a) SPECT warrants that the Cloud Services will conform in all material respects to the Service Levels when accessed and used by Customer in accordance with the Documentation. SPECT does not make any representations or guarantees regarding uptime or availability of the Cloud Services unless specifically identified in the Service Levels. The remedies set forth in the Service Levels are Customer's sole remedies and SPECT's sole liability under the limited warranty set forth in this Section 10(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS

(b) Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Cloud Services are in compliance with the AUP.

(c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10(a), THE CLOUD SERVICES ARE PROVIDED "AS IS" AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE CLOUD SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

IN NO EVENT WILL SPECT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SPECT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 12 do not apply to the parties' obligations under Section 11.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at SPECT's option, defend SPECT and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; or (ii) based on Customer's or any Authorized User's negligence or wilful misconduct or use of the Cloud Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against SPECT unless SPECT consents to such settlement, and further provided that SPECT will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.

(a) Term. The term of this Agreement begins on the date SPECT notifies Customer it can access the Cloud Services and continues until terminated. Cloud Services that are specified to automatically renew will renew for additional successive one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current services period.

(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) SPECT may terminate this Agreement, for any reason upon thirty (30) days' advance notice.
(ii) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; or
(iii) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the SPECT IP. No termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

(d) Survival. This Section 13(d), Section 5, Section 11, Section 12, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on https://sendspect.com. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Cloud Services after the effective date of the modifications will be deemed acceptance of the modified terms. SPECT will provide at least sixty (60) days' advance notice of changes to any service level that SPECT reasonably anticipates may result in a material reduction in quality or services.

This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at support@stanleyparktechnologies.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Cloud Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

Last Modified: June 6, 2023

Introduction

Acceptable Use Policy (this " AUP") governs your access to and use of Stanley Park Technologies Inc. ("SPECT", "we", or "us") Cloud Services as specified in the Terms of Use. SPECT reserves the right to amend, alter, or modify your conduct requirements as set forth in this AUP at any time. By using the Cloud Services, you accept and agree to be bound and abide by this AUP. If you do not want to agree to this AUP, you must not access or use the Cloud Services.

Prohibited Uses You may use the Cloud Services only for lawful purposes and in accordance with this AUP. You agree not to use the Cloud Services:

In any way that violates any applicable federal, provincial, territorial, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the Canada or other countries).

For the purpose of exploiting, harming, or attempting to exploit or harm, minors in any way by exposing them to inappropriate content, asking for personal information, or otherwise.

To send, knowingly receive, upload, download, use, or re-use any material which violates the rights of any individual or entity established in any jurisdiction.

To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.

To impersonate or attempt to impersonate the SPECT, a SPECT employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Cloud Services, or which, as determined by us, may harm the SPECT or users of the Cloud Services or expose them to liability.

Additionally, you agree not to:

Use the Cloud Services in any manner that could disable, overburden, damage, or impair the Cloud Services or interfere with any other party's use of the Cloud Services, including their ability to engage in real time activities through the Cloud Services.

Use any robot, spider, or other automatic device, process, or means to access the Cloud Services for any purpose, including monitoring or copying any Cloud Services traffic or resources available on the Cloud Services.

Use any manual process to monitor or copy any Cloud Services traffic or resources available on the Cloud Services or for any other unauthorized purpose without our prior written consent.

Use any device, software, or routine that interferes with the proper working of the Cloud Services.

Introduce any viruses, trojan horses, worms, logic bombs, or other software or material which is malicious or technologically harmful.

Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Cloud Services or any server, computer, database, or other resource or element connected to the Cloud Services.

Violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of the Cloud Services.

Otherwise attempt to interfere with the proper working of the Cloud Services.

Content Standards
You agree not to use the Cloud Services to send, knowingly receive, upload, download, use, or re-use any material which:

Contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

Infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

Violates the legal rights (including the rights of personality, publicity, and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations.

Is likely to deceive any person.

Promotes any illegal activity or advocates, promotes, or assists any unlawful act.

Causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy any other person.

Impersonates any person or misrepresents your identity or affiliation with any person or organization.

Involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

Gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Monitoring and Enforcement

SPECT, in its sole discretion, will determine whether your conduct is in compliance with this AUP. We have the right to:

Monitor your use of the Cloud Services for any purpose in our sole discretion and as we see fit.

Take any action we deem necessary or appropriate in our sole discretion if we believe a user's conduct violates this AUP, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Cloud Services or the public, or could create liability for the SPECT.

Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Cloud Services.

Terminate or suspend your access to all or part of the Cloud Services for any or no reason, including without limitation, any violation of this AUP.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone who accesses or uses the Cloud Services. YOU WAIVE AND HOLD HARMLESS THE SPECT AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

This Agreement applies to all users of our Cloud Services, but there are special terms for you depending on what type of user you are. If you are, for example, an individual who organizes a “team” of Participants, then you are an Administrator. If you are, for example, an employee, contractor, supplier, customer, who is invited to be a member of a class or group by an Organizer, you are a Participant. If you are agreeing to this Agreement on behalf of an organization, such as a company, you are an Organization. You may not sign up for or use the SPECT Services as someone you are not; SPECT may disable or terminate your account if you do so. Please read on below to find out what additional terms apply to you.

If you are a Participant:

You may only view content that you have been invited to, or based on your group affiliation, to which you are a part of. Groups are called “Teams” in SPECT and are created and managed by Administrators.

If you are an Organization:

You will only permit individuals who are current employees, subcontractors, suppliers, or customers of your organization to use the Services and to create and administer Teams within the Organization’s SPECT account. Upon termination of a staff member’s employment or a subcontractor’s contract with the Organization, it is the sole responsibility of the Organization to remove terminated employees from the Services by removing them from the Organization’s Team.

IF YOU INVITE SUPPLIERS, CUSTOMERS, OR OTHER USERS TO JOIN A TEAM, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE OBTAINED CONSENT AS REQUIRED BY APPLICABLE LAW FROM EACH PERSON THAT YOU INVITE AND/OR ADD TO RECEIVE SUCH INVITATION AND TO RECEIVE MESSAGES FROM SPECT, FROM YOU, AND FROM ANYONE ELSE IN THE GROUP.

Organizations can invite Participants to their content (the SPECT Services) by adding their profiles, including email address, to a Team set up within the Organization’s account, (in some cases, there may be more than one Administrator per Team and more than one Team per Organization).

Organizations must maintain and monitor Participant lists to help ensure accurate representation of the Participants in your group.

The access to an Organization’s content is wholly maintained and managed by the Organization’s Administrators. Under no circumstances will SPECT be liable in any way for any Content shared to terminated employees as all Team Participant lists must be managed by the Organization.

If you are accessing the Services as an Administrator:

The Services may allow you to invite users to join your team(s) and/or to add users to your team(s). IF YOU INVITE OTHER USERS TO JOIN YOUR TEAM, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE OBTAINED CONSENT AS REQUIRED BY APPLICABLE LAW FROM EACH PERSON THAT YOU INVITE AND/OR ADD TO RECEIVE SUCH INVITATION AND TO RECEIVE MESSAGES FROM SPECT, FROM YOU, AND FROM ANYONE ELSE IN THE GROUP.

Administrators invite Participants by simply adding them to a team (entering their email address). Participants will receive notifications to new content published to their Team. (in some cases, there may be more than one Administrator per Team).

You should carefully add Participants whom you wish to subscribe to your Team. You must manage the accuracy of your Participant lists carefully.

Administrators must maintain and monitor Participant lists in order to help ensure accurate representation of the Participants in your group.