Drome Terms of Service

1. Drome Services

The Drome Services provide, among other things, information about, and numerous tools and features that allow you to create, publish and use, web-based applications with an interactive graphics engine ("Your Platforms").

2. Legal Requirements to Access and Use the Drome Services

The Drome Services are not intended for minors. Minors, as defined in your jurisdiction, are expressly prohibited from using the Drome Services or providing any personal information. If you become aware that a minor has provided us with personal information without the necessary consent of a parent or guardian, please contact us. If we become aware that we have inadvertently obtained information in violation of applicable laws, we will delete such information if we can identify it.

In addition, you understand that aspects of the Drome Services may not be lawful in all jurisdictions and that you are responsible for ensuring that it is lawful for you to access and use the Drome Services in your jurisdiction. For example:

• if you live in a jurisdiction which restricts the use of internet-based websites according to age, or which restricts the ability to enter into agreements such as those set out in these Terms according to age, you may not enter into this agreement nor access or use the website if you are under such age limit; and
• if you are residing in a jurisdiction where it is forbidden by law to participate in the activities offered by Drome, you may not agree to these Terms nor access or use the Drome Services.

By using the Drome Services, you are explicitly representing to us that you have verified in your own jurisdiction that your access to and use of the Drome Services is permitted under applicable laws.

We reserve the right to terminate or suspend, restrict or disable, your access to and use of the Drome Services without warning if we believe that you are under age or your access to and/or use of the Drome Services is not permitted under applicable laws, in our sole discretion. You may not use the Drome Services if we have terminated or suspended, restricted or disabled, your access to and use of the Drome Services.

3. Creating an Account for the Drome Services

No account is necessary to visit our Website and to read or otherwise use the informational resources which are available to the public. However, in order to access and use certain Drome Services, you must sign up for, open and maintain an account ("Account") with us.

To create an Account, you must visit the page on our Website and sign up using your email. You must provide accurate and complete information when creating an Account and keep this information up to date.

You are solely responsible for maintaining the confidentiality of each one-time-use URL delivered to your email address that you use to gain access to your Account ("magic link"), and you are not permitted to allow anyone else to use your magic link. You are solely responsible for any and all activities that are conducted through your Account, with or without your knowledge, as well as any all suits, actions, proceedings, claims, demands, settlements, liabilities, damages, losses, fines, expenses or costs (including reasonable legal and professional fees and costs) (collectively, "Claims and Losses") that may result from or relate to any such activities. For clarity, we will not be responsible for any acts or omissions by you or anyone else that accesses and uses your Account, with or without your knowledge, nor any Claims and Losses that may result therefrom or relate thereto. You agree to notify us immediately of any unauthorized access, use, theft or misappropriation of your Account.

4. Paying for Drome Services

Subscription Fees

You can subscribe for the access to and use of certain portions of the Drome Services ("Paid Services") in exchange for the applicable subscription fees and any associated transaction or additional fees in the amounts established by Drome and communicated to you in writing (collectively, the "Fees"). Our Fees will appear on an invoice that we provide in your Account. Paid Services will remain in effect until canceled or terminated in accordance with these Terms.

Different Paid Services have different Fees and payment schedules, so canceling one Paid Service may not cancel all your Paid Services.

Usage Limits

Each Paid Service includes the usage limits described in our plans and pricing help article, including a monthly limit on the data your Platform serves to visitors. If a Platform exceeds a limit, we may restrict parts of it until the limit resets, for example by pausing videos and large files or, if usage far exceeds the limit, all uploaded media, while keeping the Platform online where we can. We will notify you as you approach and reach a limit, and you can contact us to request a higher limit.

Taxes

All Fees are exclusive of applicable federal, provincial, state, local or other taxes ("Taxes"), unless explicitly stated otherwise. You're responsible for all applicable Taxes, and we'll charge Taxes in addition to the Fees when required to do so. If you're exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we're satisfied it's valid and applicable, only apply from and after the date we receive such documentation. If Drome has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you will be liable for payment of any such indirect Taxes. Where Drome does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).

Automatic Subscription Renewals

Your subscription for any Paid Services will commence on the date you make your initial payment of the Fees plus Taxes for the Paid Services and continue until the end of the subscription period that you selected (e.g., monthly or yearly, etc.) for the Paid Services (the "Initial Term"). At the end of the Initial Term, your subscription for the Paid Services will automatically renew for an additional term of the same duration (each, a "Renewal Term") in exchange for the Fees plus Taxes unless and until you cancel your subscription for the Paid Services through your Account before the end of the Initial Term or the Renewal Term, as the case may be. If your subscription for the Paid Services automatically renews as aforesaid, you hereby authorize us to automatically invoice and charge the Fees plus Taxes that are due and payable on the first day of the Renewal Term using the payment method you have on file. If the automatic payment fails, we will notify you and, if the Fees plus Taxes that are due and payable remain outstanding for sixty (60) days or more, in addition to any of our other rights and remedies, we reserve the right to suspend or terminate your subscription for the Paid Services.

Cancellations

You may cancel your subscription for any Paid Services by selecting the option to cancel your subscription in your Account and, once selected, your subscription for the Paid Services will terminate on the last day of the Initial Term or Renewal Term then in effect, as applicable. While you may opt to cancel your subscription for any Paid Services at any time, you won't be issued a refund for the remainder of the Initial Term or the Renewal Term then in effect, as applicable, except in our sole discretion, or if legally required.

Fee Changes

We may change the Fees at any time. We'll provide you with advance notice of these changes to you in writing either by posting the changes on our Website, in your Account or by email. New Fees will not apply retroactively. If you don't agree with the changes to our Fees, you have the right to reject the change by canceling the applicable Paid Service before the end of the Initial Term or the Renewal Term then in effect, as applicable.

Chargebacks

If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us ("Chargeback"), we may automatically terminate your Account and we reserve our right to dispute any Chargeback.

Our Payment Processor

We use third party payment processors (each, a "Payment Processor") to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to these Terms. Except for payments made through mobile app stores, our current Payment Processor is Stripe and your payments will be processed by Stripe in accordance with Stripe's terms of service and privacy policy. You agree to pay us, through the applicable Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

5. User Content

As part of the Drome Services, you may upload, import or otherwise submit content to Your Platform(s) including, without limitation, designs, images, animations, shaders, illustrations, artwork, logos, videos, audio files, compositions, text, literary works, code, data and other materials (the "User Content").

Your Rights and Obligations Relating to the User Content

You are solely responsible for any and all User Content you submit to the Drome Services.

You represent and warrant, at all times while you are using the Drome Services, that: (i) you own all title and rights in and to the User Content or otherwise have licenses, consents, permissions and authorizations, in and to the User Content, which is necessary for (A) you to access, collect, host, process, transmit, store, copy, modify, create derivative data from, import, upload, publish, transmit, export, distribute, disclose, display, publish and otherwise use the User Content through the Drome Services in accordance with applicable laws including, without limitation, these Terms, (B) you to grant us the licenses and rights relating to the User Content set out in these Terms and (C) you to grant visitors and users of Your Platform(s) ("End Users") the necessary licenses and rights to access and use any User Content on Your Platform(s) in accordance with applicable laws including, without limitation, any terms of use and/or privacy policy that you may have for Your Platform(s); and (ii) the User Content is true and accurate and neither the User Content, nor any of the aforementioned access to or uses of the User Content, will infringe, misappropriate, or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Our Licenses to the User Content

You hereby grant Drome a limited, non-exclusive, world-wide, fully paid, royalty-free, irrevocable, sub-licensable, perpetual right and license to access, collect, host, process, transmit, store, copy, modify, create derivative data from, import, upload, publish, transmit, export, distribute, display, publish and otherwise use the User Content in the manner necessary or desirable for us to:

• provide, improve, expand, promote and protect the Drome Services;
• perform all of our other obligations and exercise our rights under these Terms; and
• comply with applicable laws;

(the "Operations License").

In addition, you hereby grant Drome a non-exclusive, world-wide, fully paid, royalty-free, irrevocable, perpetual right and license to process User Content to create derivative data that is aggregated and de-identified (i.e., data that cannot identify you as an identifiable individual) ("Anonymized Content"). All Anonymized Content is and will be owned by Drome and, to the extent necessary to ensure all Anonymized Content is and will be owned by Drome, you hereby assign your entire right, title and interest in and to the Anonymized Content to Drome free and clear of all encumbrances.

Protecting User Content

The protection of the User Content, including personal information (as defined in the Privacy Policy), is a priority for us, so we have implemented and will maintain administrative, physical, and technical safeguards designed to prevent unauthorized access, use, modification, deletion, and disclosure of User Content. However, the transmission of information via the internet is not completely secure and, although we endeavour to protect the User Content, we do not guarantee the security, protection, and backup of the User Content by us or our Services Providers and we are not responsible for any unauthorized access, use, modification, deletion, and disclosure of the User Content.

You acknowledge that if you wish to protect your transmission of any User Content, it is your responsibility to use a secure encrypted connection to communicate with the Drome Services.

Our Collection, Use and Disclosure of Personal Information

By submitting personal information to Drome, you consent to the collection, use and disclosure of any such personal information in compliance with our Privacy Policy.

Your Collection, Use and Disclosure of Personal Information

You represent and warrant that you are solely responsible for complying with applicable data protection and security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation ("GDPR") and the EU e-Privacy Directive/Regulation), including any notice and consent requirements. You acknowledge and agree that in relation to Your Platform(s), you are a data controller, as such term is defined in the EU General Data Protection Regulation, and you are solely responsible to comply with any and all obligations related thereto. This includes without limitation the collection and processing by you of any personal data, when you use Your Platform(s) as well as products and services provided by third parties in conjunction with Your Platform(s) to collect personal information from individuals or other parties, send marketing and other electronic communications to individuals and when using cookies and similar technologies on Your Platform(s).

If applicable law requires, you must provide and make available to your End Users on Your Platform(s) a legally compliant privacy policy.

If applicable law requires, you must provide and make available to your End Users on Your Platform(s) a legally compliant cookie policy. You must capture valid consent, both for you and us, for any cookies or similar technologies used on or through Your Platform(s) where required, including, where applicable, by the EU e-Privacy Directive/Regulation and under national laws implementing the same. Please see our Privacy Policy for more information about the use of cookies and similar technologies.

You represent and warrant, at all times while you are using the Drome Services, that: (i) in respect of Your Platform(s), you acknowledge and agree that you are solely responsible for any and all compliance with the GDPR and all applicable privacy laws; (ii) that in respect of Your Platform(s), you, are a "controller", as such term is defined in the GDPR, for the information you collect and use for the purposes of your business and/or related to the use of Your Platform(s); and (iii) that you have conducted, and will at all times conduct, your business, including use of Your Platform(s), in compliance with all applicable privacy laws, including but not limited to the GDPR.

You agree to indemnify, defend and hold harmless Drome and its director, officers, employees, contractors, services providers, agents, successors and assigns (each, a "Drome Party"), from and against any and all Claims and Losses which arise, directly or indirectly, from: (i) any breach of this Section, including but not limited to any failure to comply with the GDPR or other applicable privacy laws; and (ii) any claim against any Drome Party by any third party to the extent caused by, relating to or arising in connection with any act or omission of or by you or a party related to you in the performance of this Section, and/or compliance with the GDPR or other applicable privacy laws.

6. Your Responsibilities

Your End Users

You understand and agree that: (a) End Users are your responsibility; (b) you are solely responsible for providing any information, products, services and support to your End Users through Your Platform(s); and (c) you are solely responsible for compliance by your End Users with any applicable laws related to Your Platform(s) including, without limitation, any terms of use and/or privacy policy that you may have for Your Platform(s).

Prohibited Activities

You represent and warrant that you will use the Drome Services solely for lawful purposes in a manner that complies with these Terms and applicable laws, and you agree that you will not, nor will you permit your End Users, through the access and use of Your Platform(s), to:

• submit any information that (i) is defamatory, abusive, harassing or threatening, (ii) is bigoted, hateful, discriminatory or otherwise offensive, (iii) is violent, vulgar, profane, obscene, pornographic or otherwise sexually explicit or (iv) otherwise harms or can reasonably be expected to harm any other person;
• submit anything that infringes or violates any right of a third party including (i) any copyright, patent, trademark, trade secret or other intellectual property or proprietary rights; (ii) privacy or publicity rights, or (iii) rights to have information kept confidential;
• bypass or breach any disabling device, security device or protection, or authentication measures used by Drome in connection with providing access to and use of the Drome Services to you and Drome's other users;
• probe, scan or test the vulnerability of the Drome Services or any network connected thereto;
• damage, destroy, disrupt, disable, impair, interfere with otherwise impede or harm in any manner the Drome Services or Drome's ability to provide other users with access to and use of the Drome Services in accordance with these Terms;
• upload, transmit, activate or store any viruses, worms, time bombs, trojans, backdoors, malware, ransomware, rootkits and other harmful or malicious code, files, scripts, agents, programs or other technology or device to:
  • permit unauthorized access to;
  • damage, destroy, disrupt, disable, impair, distort, modify or otherwise harm; or
  • compromise the security, integrity, operation or confidentiality of,
  any computer, software, firmware, hardware, system, server, network or any information, data or files processed or stored thereby;
• access or use the Drome Services in any manner that infringes on, misappropriates or otherwise violates any intellectual property rights or other rights of any third party or any applicable laws;
• use any robot, spider or other data extracting tool to mine, scrape, extract or otherwise access any information from the Drome Services other than publicly supported interfaces;
• copy, frame, reproduce or mirror any part of the Drome Services;
• create improvements, modifications and derivative works based on the Drome Services;
• reverse engineer, decompile, disassemble, decode, adapt or otherwise attempt to derive or gain access to or download the source code for the Drome Services or any part thereof;
• interfere with, disrupt, or create an undue burden on the Drome Services or the networks or services connected to the Drome Services;
• send altered, deceptive or false source-identifying information (including misleading or incorrect names, email address, subject lines, etc.) including, without limitation, phishing or spoofing;
• send messages in violation of CASL, the USA CAN-SPAM Act or any other applicable anti-spam law;
• use unauthorized credit cards, debit cards or other unauthorized payment devices;
• impersonate another person, company or other legal entity;
• attempt to obtain any:
  • magic links;
  • content submitted to Drome in connection with the Drome Services; or
  • other account information,
  in each case, of any other user of the Drome Services; or
• otherwise access or use the Drome Services in any manner that breaches these Terms or any applicable laws

(collectively, "Prohibited Activities").

We retain the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity of the Drome Services and enforce these Terms.

Reporting Abuse and Copyright Infringement

To report a site hosted on the Drome Services that engages in a Prohibited Activity (including phishing, malware, spam or impersonation), email abuse@drome.site with the address of the site and a description of the problem. We may remove content or suspend accounts in response to a report.

If you believe content on the Drome Services infringes your copyright, send a notice to abuse@drome.site that includes:

• your physical or electronic signature, as the owner of the copyright or a person authorized to act on the owner's behalf;
• identification of the copyrighted work you claim is infringed;
• the address of the material you claim is infringing, with enough detail for us to locate it;
• your name, address, telephone number and email address;
• a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent or the law; and
• a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

We may terminate the accounts of users who repeatedly infringe the rights of others.

7. Providing the Drome Services

Our Ownership of the Drome Services

Drome and its licensors exclusively own all right, title, and interest in and to the Drome Services together with and all associated intellectual property rights therein. You acknowledge that the Drome Services are protected by copyright, trademark, and other laws of Canada and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Drome Services.

Your License to the Drome Services

Drome hereby grants to you a limited, non-transferable, non-exclusive, revocable license and right to access and use the Drome Services, subject to and in accordance with these Terms. Except for this license, Drome retains all rights, title, and interests in the Drome Services.

Monitoring the Drome Services

Drome has no obligation to monitor the access to and use of the Drome Services. However, you agree that Drome may access and/or monitor your access to and use of the Drome Services to investigate bona fide complaints or allegations of any breach of these Terms or violation of applicable laws. Drome does not intend to disclose the existence, occurrence or results of any such investigation unless required by applicable laws or if requested by any governmental authorities. We reserve the right to delete your Account and terminate or suspend, or restrict or disable, your access to and use of all or any part of the Drome Services if Drome determines that there was a breach of these Terms or a violation of applicable laws.

Third Party Services

To provide the Drome Services, you understand that: (a) Drome uses and relies on certain products and services (collectively, "Third Party Materials") provided by third parties ("Service Providers"); (b) Drome does not and cannot exert control over such third parties and their products and services; and (c) changes, discontinuance, loss, or unavailability of, any applicable Third Party Materials relating to the Drome Services may impact and/or diminish the functionality and/or performance of the Drome Services. Drome will not be responsible nor liable, directly or indirectly, for any Claims and Losses resulting from or relating to the use of any Third Party Materials.

Drome may also provide links to third party websites, which are for your convenience only. The inclusion of these links does not imply that Drome monitors or endorses these websites, and Drome does not accept any responsibility for such websites. Drome will not be responsible nor liable, directly or indirectly, for any Claims and Losses resulting from or relating to the use of or the reliance upon any information, content, goods or services available on or through any third-party websites or linked resources. When you leave the Drome Services, our terms and policies do not govern your use of third-party websites, so please review their terms carefully.

Availability to the Drome Services

While we endeavor to keep downtime to a minimum, we reserve the right, at our sole discretion, to interrupt or suspend the Drome Services or any part thereof, with or without prior notice, for any reason.

Modifications and Discontinuances

We retain the right, at our sole discretion, to modify or discontinue any of the Drome Services at any time, with or without notice, including modifications or discontinuances that may affect the previous mode of operation of the Drome Services. A change that reduces the features or usage limits of a Paid Service you subscribe to follows the notice and refusal rights in Changes to Terms below.

8. Liability Disclaimers

THE DROME SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT MAKE ANY REPRESENTATIONS OR CONDITIONS THAT THE DROME SERVICES WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS OR BE SECURE AND FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

IF YOU USE THE DROME SERVICES OUTSIDE CANADA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION, COPYRIGHT LAWS AND EXPORT, IMPORT, AND USE LAWS AND REGULATIONS OF OTHER COUNTRIES.

Under certain circumstances, some jurisdictions don't permit the liability disclaimers above, so they may not apply to you. However, the disclaimers apply to the fullest extent permitted by applicable law. You may have other statutory rights and nothing in these Terms affect your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, will be limited to the fullest extent permitted by applicable law.

9. Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR ACCESS TO AND USE OF THE DROME SERVICES.

You acknowledge and agree that, to the fullest extent permitted by applicable law, the Drome Parties will not, under any circumstance, be liable under these Terms to you or, if you are an individual, your heirs, executors, administrators or other legal representatives and, if you are an organization, your directors, officers, employees, trustees, partners, authorized representatives and agents (collectively, the "User Parties") for any damages, losses, fines, expenses or costs of any kind including, without limitation, any direct, indirect, exemplary, incidental, special, punitive or consequential damages, any lost profit, lost revenue, loss of use, loss of data, loss of goodwill or other intangible losses, personal injury or other liabilities arising out of, or relating to, (i) your access to or use of the Drome Services, (ii) your inability to access or use the Drome Services, IN WHOLE OR IN PART, (iii) your reliance on the Drome Services, (iv) any modifications to the Drome Services, (v) a breach by any other user or other person of any of these Terms or (vi) any actions or omissions of any Service Providers. These limitations of liability apply regardless of (i) whether such damages were foreseeable, (ii) whether any or all of the User Parties were advised of the possibility of such damages and (iii) the legal or equitable theory (contract, tort (including negligence) or otherwise) upon which the claim was based.

Notwithstanding any other provision of these Terms, to the fullest extent permitted by applicable law in no event will Drome's total aggregate liability to any of the User Parties for any claims arising out of or relating to the Drome Services or these Terms, whether arising out of or related to a breach of contract, tort (including negligence) or otherwise, exceed the greater of CA$10.00 or the amounts paid by you to Drome in the twelve months immediately preceding the event giving rise to such claim.

Indemnification

You agree to defend, indemnify and hold harmless the Drome Parties from and against any and all Claims and Losses, which arise, directly or indirectly, from: (a) any breach of these Terms for which you are, directly or indirectly, responsible; or (b) your access and/or use of the Drome Services including without limitation, (i) any claims relating to any of the User Content or any content of your End Users, (ii) any claims by, on behalf of, or against your End Users, or (iii) any breach of applicable laws for which you or your End Users are responsible. Your indemnification obligations under this Section will not apply to the extent directly caused by our breach of this Agreement.

10. General Provisions

Entire Agreement

These Terms set out the entire agreement between us relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements between us.

Termination

These Terms remain in effect while you access and use the Drome Services. We may suspend or terminate, restrict or disable, your access to and use of all or any part of the Drome Services, for any reason, without notice to you. We will have no liability whatsoever to any User Parties for any related deletion of your User Content and the content of your End Users. All provisions of these Terms will survive termination of these Terms except those provisions granting access to or use of the Drome Services.

Changes to Terms

We may revise these Terms from time to time by posting an updated version on our Website. You may always determine if these Terms have changed by checking the Last updated date at the top of these Terms. Changes that do not reduce your rights or increase your responsibilities take effect when posted.

If we plan a change that reduces your rights or increases your responsibilities, including a change to the features, usage limits or Fees of a Paid Service, we will email you at least thirty (30) days before it takes effect. The notice will set out the new wording, the wording it replaces and the date it takes effect. For a Paid Service you already subscribe to, the change applies from the start of your next Renewal Term after that date. If you don't agree with the change, you may refuse it by canceling the affected Paid Service, at no cost or penalty, before it takes effect or within thirty (30) days after; if you do, we will refund the Fees you prepaid for the remainder of the term then in effect.

Any such changes will not apply to any claim brought prior to the effective date of the revised Terms incorporating such changes. Your continued access and use of the Drome Services is subject to the most current effective version of these Terms.

Governing Law

These Terms are governed by, construed and enforced in accordance with the laws in the Province of Alberta and any laws of Canada applicable therein, without regards to principles of conflicts of law. Subject to the obligation to arbitrate below, you agree to personal jurisdiction by the courts located in Calgary, Alberta, Canada, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Dispute Resolution

Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms or the relationship which results from these Terms, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms or your access to and/or use of the Drome Services, which cannot be amicably resolved (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator selected by Drome, acting reasonably, which arbitration will be held in Calgary, Alberta in English and governed by Alberta law pursuant to the Arbitration Act (Alberta), as amended, replaced or re-enacted from time to time. The arbitrator will be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable laws, you agree to waive any right you may have to commence or participate in any class action against Drome relating to any Claim and you also agree to opt out of any class proceedings against Drome. Notwithstanding the foregoing, Drome reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

Void or Unenforceable Provisions

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable in any jurisdiction, then that provision will be deemed severable from these Terms in such jurisdiction, but will not affect the legality, validity and enforceability of any remaining provisions.

No Partnership, etc.

Nothing in these Terms will be deemed to establish a partnership, joint venture or agency relationship between you and Drome, except as expressly established and authorized under these Terms.

Assignment

These Terms are not assignable, transferable or sub-licensable by you. Drome may assign, transfer or sub-license any or all of its rights and obligations under these Terms without restriction.

Waiver

No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

Interpretation

In these Terms: (i) any headings of the provision herein are inserted for convenience of reference only and are not intended as complete or accurate descriptions of the content of such provisions nor will they be used in any way in construing or interpreting any provision hereof; (ii) references to "including", "include" or any similar expressions on inclusion will be construed as illustrative and will not limit the sense of the words preceding them; (iii) words importing the singular will include the plural and vice versa and words importing gender will include the masculine, feminine and neuter genders, as the context requires; (iv) where a word or phrase is defined herein, a capitalized derivative of such word or phrase will have a corresponding meaning unless the context otherwise requires; and (v) any reference to a statute will include and will be deemed to be a reference to such statute and the regulations made pursuant thereto, and all amendments made thereto and in force and effect from time to time, and to any statute or regulation that may be passed which has the effect of supplementing or superseding and replacing the statute so referred to or the regulations made pursuant thereto.

Electronic Communication

The communications between you and Drome use electronic means, whether you use the Drome Services or send us emails, or whether Drome posts notices on the Drome Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Drome in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Drome provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hard copy in writing. The foregoing does not affect your non-waivable rights.

Contact Information

Please contact us with any questions regarding these Terms, or write to us at #3175 - 246 Stewart Green SW, Calgary, Alberta T3H 3C8, Canada.