End User License Agreement for the Parlay Services

(Canadian Business Customers)

End User License Agreement

This End User License Agreement (“EULA”) constitutes a binding agreement containing the terms and conditions upon which Stack8 provides the Services to Customer and End User. This EULA forms part of, and is governed by the Terms of Use Agreement between Stack8 and the Customer (the “Agreement”), which is hereby incorporated by reference herein.

Any capitalized terms not defined herein will have the same meaning as in the Schedule A (Definitions) of the Agreement.

1.    Compliance with Laws

1.1. End User shall be solely responsible for complying with all Applicable Laws of the country or territory in which End User uses the Services. In addition, End User shall be solely responsible for all actions and omissions related to compliance with Applicable Laws and regulations, guidelines and industry standards. If End User receives any notice or becomes aware of any violation of any Applicable by the use of the Services, End User shall promptly notify Customer of such notice or violation.

1.2. Stack8 may amend all or any part of this EULA to be in compliance with regulatory, legal, or service provider changes that affect the Services. Any such modifications and/or amendments to this EULA shall become effective upon publication on Stack8’s website at https://www.stack8.com/en/company/end-user-license-agreement-parlay-can/ Customer’s and its End User’ continued use of the Services following any such modification and/or amendment shall be deemed acknowledgment thereof and consent thereto.

2.    Limited License

2.1. Stack8 grants to End User a limited, personal, revocable, non-sublicensable, non-assignable, non-transferable, non-resellable, and non-exclusive license to use the Services and any Services Documentation provided in connection therewith solely to use the Services within Canada and only for the duration of the Term. For the avoidance of doubt, nothing in this EULA or in the Agreement shall be construed to grant to End User any ownership right or any right to reproduce, market, or distribute  the Services or Services Documentation, or to use the same for any purpose other than its internal business purposes and by it and its Representatives.

2.2. End User shall not: (a) attempt to reverse engineer, decompile, disassemble, or otherwise translate or modify Intellectual Property in the Services or any Services Documentation in any manner; (b) market, sell, assign, license, sublicense or otherwise transfer, transmit, or convey such Intellectual Property; (c) defeat, disable, or circumvent any protection mechanism related to the Services; (d) allow any service provider or other third party, with the exception of Stack8’s authorized maintenance providers who are acting solely on behalf of and for the benefit of Customer or End User, to use or execute any software commands that facilitate the maintenance or repair of any product; or (e) permit or encourage any third party to do any of the foregoing.

2.3. During the Term and after termination of the Services for any reason, End User shall not use any of the Intellectual Property in the Services or any Services Documentation for any use or purpose, except as expressly permitted under the Agreement and this EULA to use the Services during the Term, and End User shall not disclose any of such Intellectual Property to any other person or entity.

2.4. All of End User’s use of the Services and Equipment is subject to any restrictions in this EULA and the Agreement with respect to the number of seats, concurrent users, and unique accounts, use in a designated location, use in a designated environment, and use on designated hardware or other designated equipment.

2.5. End User agrees not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to  the Services, the Services Documentation, or any part thereof without prior written consent from Stack8, to be granted or denied in Stack8’s sole discretion.

2.6. Stack8 may immediately terminate any license granted to Customer or End User if End User uses the Services or any Services Documentation for any illegal purpose or in any way contrary to any law or regulation or in violation of this EULA, tampers with or modifies the Services or any Services Documentation without Stack8’s prior authorization, or if End User uses the Services other than for the intended use or purpose.

3.    New Versions of the Services

Stack8 may from time to time push software updates and patches directly to Customer’s or End User’s device(s) for installation and Customer shall not prevent Stack8 from doing so. End User acknowledges and agrees that Stack8 has no obligation to make available to Customer or Customer’s End User any subsequent versions of the Services. End User also agrees that it may have to enter into a renewed version of this EULA if Customer or End User wants to download, install, or use a new version of the Services.

4.    Emergency Support For The Service

THIS SECTION CONTAINS IMPORTANT PROVISIONS REGARDING 9-1-1 SERVICE

The Services allow the End User to make or receive telephone calls over the Internet to or from the public switched telephone network. The nature of telephone calls under the Services, while appearing similar to traditional telephone calling services, create unique limitations and circumstances, and End User acknowledges and agrees that differences exist between traditional telephone service and the Services, including the lack of traditional 9-1-1 emergency services. For additional information regarding 9-1-1 service, End User will refer to Stack8’s Emergency Support Notice, available at https://www.stack8.com/en/company/emergency-services-policy-parlay-can/

End User (hereinafter, referred to as “you” for the purpose of this section 4) is advised to review this section with respect to 9-1-1 services:

9-1-1 service: Because of the unique nature of VoIP telephone calls, emergency calls to 9-1-1 through your VoIP service will be handled differently than traditional phone service. The following provisions describe the differences and limitations of 9-1-1 emergency calls, and you hereby acknowledge and understand the differences between traditional 9-1-1 service and VoIP calls with respect to 9-1-1 calls placed to emergency services from your account as described below.

Placing 9-1-1 calls: When you make a 9-1-1 emergency call, the VoIP service will attempt to automatically route your 9-1-1 call through a third-party service provider to the Public Safety Answering Point (“PSAP”) corresponding to your address of record on your account. However, due to the limitations of the VoIP telephone services, your 9-1-1 call may be routed to a different location than that which would be used for traditional 9-1-1dialling. For example, your call may be forwarded to a third-party specialized call centre that handles emergency calls. This call centre is different from the PSAP that would answer a traditional 9-1-1 call which has automatically generated your address information, and consequently, you may be required to provide your name, address, and telephone number to the call centre.

How your information is provided: The VoIP service will attempt to automatically provide the PSAP dispatcher or emergency service operator with the name, address and telephone number associated with your account. However, for technical reasons, the dispatcher receiving the call may not be able to capture or retain your name, phone number or physical location. Therefore, when making a 9-1-1 emergency call, you must immediately inform the dispatcher of your location (or the location of the emergency, if different). If you are unable to speak, the dispatcher may not be able to locate you if your location information is not up to date.

Correctness of information: You are responsible for providing, maintaining, and updating correct contact information (including name, residential address and telephone number) with your account. If you do not correctly identify the actual location where you are located, or if your account information has recently changed or has otherwise not been updated, 9-1-1 calls may be misdirected to an incorrect emergency response site.

Disconnections: You must not disconnect the 9-1-1 emergency call until told to do so by the dispatcher, as the dispatcher may not have your number or contact information. If you are inadvertently disconnected, you must call back immediately.

Connection time: For technical reasons, including network congestion, it is possible that a 9-1-1 emergency call will produce a busy signal or will take longer to connect when compared with traditional 9-1-1 calls.

9-1-1 calls may not function: For technical reasons, the functionality of 9-1-1 VoIP emergency calls may cease or be curtailed in various circumstances, including but not limited to:

Failure of service or your service access device – if your system access equipment fails or is not configured correctly, or if your VoIP service is not functioning correctly for any reason, including power outages, VoIP service outage, suspension or disconnection of your service due to billing issues, network or Internet congestion, or network or Internet outage in the event of a power, network or Internet outage; you may need to reset or reconfigure the system access equipment before being able to use the VoIP service, including for 9-1-1emergency calls; and changing locations – if you move your system access equipment to a location other than that described in your account information or otherwise on record with Stack8.

Inform other users: You are responsible for notifying, and you agree to notify, any other End user or potential other End user of your Services of the nature and limitations of 9-1-1 emergency calls on the VoIP Services as described herein.

Liability: You are advised to review this section with respect to Stack8’s limitations of liability.

Stack8 does not have any control over whether, or the manner in which, calls using our 9-1-1 Dialing service are answered or addressed by any local emergency response center. Stack8 disclaims all responsibility for the conduct of local emergency response centers and the national emergency calling center. Stack8 relies on third parties to assist Stack8 in routing 9-1-1 calls to local emergency response centers and to a national emergency calling center. Stack8 disclaims any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither Stack8 nor its Affiliates, officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 9-1-1 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless Stack8, its Affiliates, officers, directors, employees, and agents and any other service provider who furnishes services to you in connection with the Services, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, legal fees and expenses) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 9-1-1 Dialing, incorrectly routed 9-1-1 Dialing calls, and/or the inability of any user of the Service to be able to use 9-1-1 Dialing or access emergency service personnel.

Alternate 9-1-1 Arrangements: If you are not comfortable with the limitations of the 9-1-1 emergency services, you should consider having an alternate means of accessing traditional 9-1-1 or E9-1-1 emergency services or terminating the Services.

5.    Customer’s and end user’s Responsibilities.

5.1. Customer is solely responsible for any and all activities that occur with the use of the Services by Customer, End User, anyone using the Services on behalf of Customer or End User, with or without Customer’s or End User’s permission, or by third parties due to acts or omissions of any of the foregoing persons.

5.2. In addition to any of the responsibilities of Customer set forth in the Agreement, End User Agrees to do and Customer agrees to do and to cause End Users to do all of the following:

5.2.1. Abide by all Applicable Laws in its use of the Services, including but not limited to those regarding online behavior, acceptable content, and the transmission of equipment and information under applicable export laws;

5.2.2. Not to delete, alter, cover, or distort any copyright or other proprietary notices or trademarks;

5.2.3. Not upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services or another’s computer, system, or network;

5.2.4. Not use the Services for illegal purposes;

5.2.5. Not interfere or disrupt networks connected to the Services;

5.2.6. Not to cause or permit the disabling or circumvention of any security mechanism contained in or associated with the Services;

5.2.7. Not post, promote, or transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable material of any kind or nature;

5.2.8. Not to transmit or post through the Services any material that encourages conduct that could constitute a criminal offense or give rise to civil liability;

5.2.9. Not interfere with another user’s use and enjoyment of the Services or other Stack8 services;

5.2.10. Not use the Services to send unsolicited commercial e-mail (“UCE”) to any person (UCE includes any e-mail that is sent to a person whom Customer has no prior business relationship or who has not consented to receiving the communication, and any other e-mail communication that violates any Applicable Law prohibiting the transmission of spam);

5.2.11. Not use the Services in any outsourcing, application service provider, timesharing or service bureau arrangement, including, without limitation, any use to provide services or process data for the benefit of, or on behalf of, any third party other than the End User;

5.3. End User also agrees to promptly notify Customer in the event End User learns of any violation of the foregoing or the Agreement in connection with Customer’s subscription to the Services.

6.    Acceptable Use

6.1. End User agrees to comply with the policies and procedures associated with the use of the Services and Equipment as provided in Stack8’s Acceptable Use Policy available at https://www.stack8.com/en/company/acceptable-use-policy-parlay-can/

6.2. Stack8 may update the Acceptable Use Policy from time to time, and will provide notice to Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to Customer.

6.3. In addition, Customer and End User shall not use the Services in any of the following ways (Stack8 may avail itself of any remedies set forth in the Agreement for violation of this EULA or the Agreement):

6.3.1. In any way that violates Applicable Law (including, but not limited to, laws prohibiting transmission of unsolicited e-mail or fax advertisements or laws on obtaining third-party consent for call recording);

6.3.2. To infringe the rights of others;

6.3.3. To interfere with other users, agents, services, or equipment of the Services;

6.3.4. To send unsolicited commercial e-mail in violation of Applicable Laws;

6.3.5. To transmit any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature;

6.3.6. To transmit any material that encourages conduct that could constitute a criminal offense under Applicable Law; or

6.3.7. To violate the Intellectual Property of others.

Notwithstanding anything to the contrary in this Agreement, Stack8 may act immediately and without notice to suspend or limit the Services if Stack8 reasonably suspects fraudulent or illegal activity in the Account of Customer, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the Stack8 Network provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. Stack8 will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If Customer anticipates legitimate but unusual activity on its Account, Customer should contact Stack8 Support in advance to avoid any Service disruption.

7.    Proprietary Rights

7.1. As between Stack8 and End User, all title and Intellectual Property Rights in and to the End User’s personal data is owned exclusively by End User. End User hereby grants a royalty-free, fully paid-up, worldwide, limited, non-assignable, non-transferable, non-sublicensable right and license to Stack8 and its affiliates and subcontractors to copy, duplicate, transmit, process, and use End User data to provide services to Customer and End User in connection with Customer’s and End User’s use of the Services.

7.2. Stack8’s Intellectual Property Rights

7.2.1. End User agrees that all rights, title and interest in and to all Intellectual Property Rights in the Services and any Services Documentation are owned exclusively by Stack8 or its licensors. Except as provided in this EULA, the limited license granted to End User does not convey any rights in the Services or any Services Documentation, express or implied, or ownership in the Services, any Services Documentation, or any of Stack8’s or its licensors’ Intellectual Property Rights.

7.2.2. End User hereby grants Stack8 a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Services or any Services Documentation any suggestions, enhancement requests, recommendations, or other feedback provided by End User or its Representatives relating to the Services.

7.2.3. End User agrees not to display or use the Stack8 Marks in any manner without Stack8’s express prior written permission, to be granted or denied in Stack8’s sole discretion. Any use of Stack8 Marks will be governed by Stack8’s then-current policies on its trademark and logo usage. Third Party Marks are the property of such third parties. End User is not permitted to use these Third Party Marks without the prior written consent of such third party that owns the Third Party Marks.

7.2.4. End User acknowledges and agrees that the Services contain third party software components and that such third parties retain their respective rights, title and interest (including all Intellectual Property Rights) in and to such third party software. End User further agrees not to attempt to (i) sublicense, resell, distribute, transfer, or assign its rights under the license granted under this Agreement to any other person or entity; (ii) assign, transfer, lease, rent or engage in any time-sharing of any third party software component that is part of the Services; (iii) copy, modify, adapt or create derivative work of the Software or any associated Documentation; (iv) de-compile, de-crypt, reverse assemble, disassemble, reverse engineer or otherwise attempt to derive source code, underlying ideas, algorithms structure, organization, or otherwise attempt to reduce same to human-readable form, or otherwise attempt to derive the source code for the Software; (v) use the Software or part thereof for infringement analysis, benchmarking, or for any purpose other than as necessary to use the Services Customer is authorized to use; (vi) create any competing Software or services; or (vii) remove any copyright or other proprietary or notices of any proprietary rights set forth in the Software or third party software components.

7.2.5. Any rights not expressly granted herein are reserved by Stack8 or its licensors.

8.    Additional Terms for SMS Usage

8.1. SMS usage may be subject to fees and charges imposed by third-party wireless service providers under contractual mobile plans. Text messaging and wireless service are not available in all areas.

8.2. Customer or End User who sends text messages to “opt-in” lists must have a method of confirming or verifying subscriptions and be able to show evidence of subscriptions for users who complain about unsolicited text messages. Customer is also required to process opt-out requests within one (1) business day.

8.3. Customer and End User will not initiate an outbound text message unless they have received consent. Examples of permissible situations where Customer or End User may properly send an outbound text message include, but are not limited to:

8.3.1. Customer or End User sends a text message to patron while on a call with patron’s consent;

8.3.2. Customer or End User sends a text message in response to patron’s text message; or

8.3.3. Customer or End User sends a text message through the interactive voice response system in response to patron’s consent.

9.    Disclaimer of Warranty

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER STACK8 OR ITS AFFILIATES, EMPLOYEES, AGENTS, VENDORS OR REPRESENTATIVES MAKE ANY WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF ANY NATURE WHATSOEVER, EITHER EXPRESS OR IMPLIED, REGARDING ANY SERVICE OR EQUIPMENT PROVIDED BY STACK8 TO THE END USER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NETWORK TRANSMISSION CAPACITY; THAT THE ERROR-FREE OR UNINTERRUPTED OPERATION OF THE SERVICES OR EQUIPMENT; THE SECURITY OF ANY USE OR TRANSACTION; THE FAULT TOLERANCE OF THE SERVICES OR EQUIPMENT OR THE SUITABILITY OF SAME FOR HIGH RISK ACTIVITIES; OR THE RELIABILITY OR COMPATIBILITY OF THE STACK8 SERVICES AND EQUIPMENT OR SOFTWARE OF THIRD-PARTIES WHICH MAY BE UTILIZED BY STACK8 IN PROVIDING, OR BY THE END USER IN USING, THE SERVICES OR EQUIPMENT, AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, ARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED. THE END USER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE MADE BY STACK8. NOR SHALL STACK8 OR ITS AFFILIATES, EMPLOYEES, AGENTS, VENDORS OR REPRESENTATIVES BE LIABLE FOR ANY FAILURE, BREAKDOWN, DELAY, INTERRUPTION, OR DEGRADATION IN A SERVICE OR IN THE NETWORK OR ANY OTHER NETWORK OR CONNECTION INVOLVED IN THE PROVISION OR USE OF THE SERVICES WHATEVER THE CAUSE OF SUCH FAILURE, BREAKDOWN, DELAY, INTERRUPTION OR DEGRADATION AND HOWEVER LONG IT LASTS; OR ANY UNAUTHORIZED ACCESS TO STACK8, END USER OR END USER’S EQUIPMENT OR DATA OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER OR END USER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD.

10. Exclusions and Limitations

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ANY THIRD-PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGE, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF SERVICES OR ANY OTHER SERVICE, LOSS OR CORRUPTION OF DATA, LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR SAVINGS, WHETHER, IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), EXTRACONTRACTUAL LIABILITY, PRODUCT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW. IN ADDITION TO AND NOT IN LIMITATION OF THE FOREGOING, END USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ORACLE, TO THE EXTENT ANY ORACLE COMPONENT IS EMBEDDED IN THE SERVICES, SHALL HAVE NO LIABILITY TO END USER FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTION, OR FOR ANY LOSS OF PROFIT, REVENUE, DATA OR DATA USE, ARISING FROM THE USE OF THE SERVICES OR ANY COMPONENT THEREOF.

IN NO EVENT SHALL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT ARISING FROM THE PROVISION OF THE SERVICES, THE EQUIPMENT OR THE USE OF EITHER, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), EXTRACONTRACTUAL LIABILITY, PRODUCT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE AMOUNT THAT END USER PAID TO STACK8 UNDER THIS AGREEMENT WITHIN THE SIX (6) MONTHS PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF SUCH CLAIM. LIMITATIONS UNDER THIS SECTION 13 WILL NOT APPLY TO: I) END USER PAYMENT OBLIGATIONS; II) EITHER PARTY’S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY’S IP RIGHTS; III) EITHER PARTY’S LIABILITY RESULTING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR CRIMINAL MISCONDUCT; OR IV) END USER’S LIABILITY RESULTING FROM USE OF THE SERVICES IN BREACH OF THE TERMS OF USE AGREEMENT, THE ACCEPTABLE USE POLICY, THIS END USER LICENSE AGREEMENT OR EMERGENCY SERVICES POLICY. NOTHING IN THIS EULA SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW.

11. Agreement in English

The Parties hereby acknowledge that they have required that the present Agreement be drafted in the English language only; les parties reconnaissent avoir requis que le présent contrat soit rédigé en langue anglaise seulement.

 

Last Updated July 1, 2019