These Terms and Conditions of Use (the "Terms of Use") govern your use of the Glimpse Website, Web Application, APIs and the other products, services, features, technologies and software we offer (the "Glimpse Products" or "Products"). Glimpse Products are the property of Glimpse Software Corporation ("Glimpse") and its licensors. By using Glimpse Products, you agree to these Terms of Use; If you do not agree, do not use any of the Glimpse Products.

Glimpse Products are operated, maintained and wholly owned by Glimpse Software Corporation.

Glimpse reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of our Products following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Glimpse grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use our Products.

Location of Use

You may not use our Products if you live in a jurisdiction where access to or use of our Products or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of our Products is lawful, and you must comply with all applicable laws.

Content

Our Products, including all content, text, user interfaces, visual interfaces, logos, trademarks, graphics, photographs, icons, and computer code and the presentation, arrangement, coordination, enhancement and selection of such and other information in text, graphical, video and audio forms, images, icons, software, designs, applications, data, and other elements available on or through our Products (collectively, "Content"), is the property of Glimpse and others, and is protected by Canadian and international copyright, trademark and other laws. Your use of our Products does not transfer to you any ownership or other rights in our Products or Content. Our Products are made available to you for your lawful use only. You may use our Products only in the manner described expressly in the Terms of Use and subject to all applicable laws. Using our Products for any other purpose or in any other manner is strictly prohibited.

No part of our Products and Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Glimpse’s express prior written consent.

You may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of our Products or any Content, or in any way reproduce or circumvent the navigational structure or presentation of our Products or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through our Products. Glimpse reserves the right to bar any such activity.

You may not sell or resell any part of our Products, Content or access to our Products.

Use of our Products

You may not attempt to gain unauthorized access to any portion or feature of our Products, or any other systems or networks connected to our Products or to any Glimpse server, or to any of the services offered on or through our Products, by hacking, password "mining" or any other illegitimate means.

You may not probe, scan or test the vulnerability of our Products or any network connected to our Products, nor breach the security or authentication measures on our Products or any network connected to our Products. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to our Products, or any other customer of Glimpse, including any Glimpse account not owned by you, to its source, or exploit our Products or any service or information made available or offered by or through our Products, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by our Products.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of our Products or Glimpse’s systems or networks, or any systems or networks connected to our Products or to Glimpse.

The advertisements of services on our Products are invitations to you to make offers to purchase products and services on our Products and are not offers to sell.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of our Products or any transaction being conducted on our Products, or with any other person’s use of our Products.

Accounts and Personal Information

You must be age 13, or equivalent minimum age in your country, to create an account and access our Content.

Certain features or Content offered on or through our Products may require you to open an account. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Glimpse immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Glimpse or any other user of or visitor to our Products due to someone else using your email, password or account as a result of your failing to keep your account information secure and confidential.

All information you provide through our Products, including registration information (name and email address), payment information (credit card numbers and expiration dates), and transaction-related information, must be true, accurate, current and complete. Glimpse will rely on the information you provide. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, Glimpse or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration information and payment information within 30 days of any change.

You may not use anyone else’s email, password or account at any time without the express permission and consent of the holder of that email, password or account. Glimpse cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Subscriptions

Our Products may allow you to purchase access to Content on a subscription basis (“Paid Subscriptions”). Paid Subscriptions automatically renew until cancelled. If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled the Paid Subscription, you remain responsible for any uncollected amounts, and we will attempt to charge the payment method as you may update your payment method information. This may result in a change to the start of your next Paid Subscription period and may change the date on which you are billed for each period, as displayed on your receipt. We reserve the right to cancel your Paid Subscription if we are unable to successfully charge your payment method to renew your subscription.

When your Paid Subscription to any Content ends, you will lose access to any functionality or Content of that Service that requires a Paid Subscription.

Links to Other Sites

Our Products may contain links to other independent third-party Web sites ("Linked Sites"). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Glimpse’s control, and Glimpse is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Privacy

Glimpse’s Privacy Policy applies to use of our Products, and its terms are made a part of these Terms of Use by this reference. Additionally, by using our Products, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to our Products may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Termination

Notwithstanding any other provision of the Terms of Use, Glimpse may in its discretion change, discontinue, modify, restrict, suspend or terminate our Products or any part of it without any notice or liability to you or any other person. Glimpse may in its discretion and for its convenience at any time immediately terminate, temporarily or permanently, the Terms of Use or your permission to access and use our Products without any notice or liability to you or any other person.

Disclaimer

YOUR ACCESS TO AND USE OF OUR PRODUCTS IS AT YOUR OWN RISK. OUR PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATING TO ACCURACY, ACCESSIBILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE DISCLAIMED BY GLIMPSE TO THE FULLEST EXTENT PERMITTED BY LAW.

GLIMPSE AND ITS PROVIDERS WILL NEVER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO OUR PRODUCTS OR THE TERMS OF USE INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY GLIMPSE OR ANY PERSON FOR WHOM GLIMPSE IS RESPONSIBLE, AND EVEN IF Glimpse HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.

Indemnity

You agree to indemnify and hold Glimpse, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Glimpse by any third party due to or arising out of or in connection with your use of our Products.

Violation of Terms of Use

Glimpse may disclose any information we have about you if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of our Products, or to identify, contact or bring legal action against someone who may be causing injury to or interference with Glimpse’s rights or property, or the rights or property of visitors to or users of our Products, including Glimpse’s users. Glimpse reserves the right at all times to disclose any information that Glimpse deems necessary to comply with any applicable law, regulation, legal process or governmental request. Glimpse also may disclose your information when Glimpse etermines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that Glimpse may preserve any transmittal or communication by you with Glimpse through our Products or any service offered on or through our Products, and may also disclose such data if required to do so by law or Glimpse determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Glimpse, its employees, users of or visitors to our Products, and the public.

You agree that Glimpse may, in its sole discretion and without prior notice, terminate your access to our Products and/or block your future access to our Products if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of our Products. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Glimpse, for which monetary damages would be inadequate, and you consent to Glimpse obtaining any injunctive or equitable relief that Glimpse deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Glimpse may have at law or in equity.

If Glimpse does take any legal action against you as a result of your violation of these Terms of Use, Glimpse will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Glimpse. You agree that Glimpse will not be liable to you or to any third party for termination of your access to our Products as a result of any violation of these Terms of Use.

Governing Law

These Terms of Use, your access to and use of our Products, and all related matters are governed solely by the laws of Ontario, Canada and applicable federal laws of Canada (and in the case of use of our Products in Quebec by residents of Quebec, by the laws of Quebec and the applicable federal laws of Canada). Any dispute between you and Glimpse or any other person arising from, connected with or relating to our Products, the Terms of Use, or any related matters (collectively "Disputes") will be resolved before the Courts of Ontario, sitting in the City of Toronto (and in the case of use of our Products in Quebec by residents of Quebec, before the Courts of Quebec, sitting in the City of Montreal), and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes.

Other Matters

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and Glimpse with regard to your use of our Products, and any and all other written or oral agreements or understandings previously existing between you and Glimpse with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase agreement you enter into with Glimpse, Glimpse will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. Glimpse’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Glimpse of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Glimpse and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.