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# Subscription service agreement

## AYANOVA SUBSCRIPTION TERMS OF SERVICE

Last Updated: Sept 30, 2022

### SECTION A TERMS

#### Introduction and Overview

Thank you for choosing Ground Zero Tech-Works Inc. We provide a platform (the “Platform”) that encompasses (1) AyaNova (a “Service”); and (2) installable software (including our desktop and mobile add-on applications), any accompanying documentation, and any updates to such software or documentation (collectively, “Software”). Ground Zero Tech-Works Inc., is referred to in these provisions as “Ground Zero Tech-Works” or simply “Ground Zero” or “us.”

When you use the Platform, you enter into a binding contract with us. Each section of the agreement begins with an italicized annotation that is intended to help you navigate the agreement. The annotations do not completely summarize the agreement, though, and you should read each section carefully and in full. We’ve also bolded a few areas that talk about important legal rights, and you should be sure to read those sections carefully. These provisions in Section A apply to the Platform generally and are separate from the provisions in Section B which include additional provisions for your use of specific Ground Zero Software or Services.

If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf and the term “you” will refer to you, your company, or your client.

You must be at least eighteen (18) years old to use the Platform.

#### Agreement to These Terms

You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to share your data across our Platform for marketing, eligibility, and other purposes described in our Privacy Policy, consistent with applicable law. This data may include information we obtain from third parties.

#### Your Personal Information

We want to be transparent about how we use personal information and about your rights in our Privacy Statement. You should only provide us with personal information of others if you have received permission to do so.

You agree that Ground Zero may use and maintain your personal information according to Ground Zero’s Privacy Policy and any changes published by Ground Zero.

To the extent we allow you to input personal information (as the term is defined under applicable law) about other individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Privacy Policy.

#### Changes

Change happens. When it does happen, we will update this Agreement. If the changes are material, you may need to accept the changes to use the Platform. Similarly, there may be circumstances where we need to update or discontinue the Platform.

We may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications.

In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.

Similarly, we may update the Platform, including with tools, utilities, improvements or third party applications. You agree to receive these updates. We may further modify, suspend or discontinue the Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Platform.

#### Consent to Electronic Delivery‍

We will use email to communicate with you and you agree.

You agree that this Agreement and any Communications that we may provide to you from time to time comply with the requirements of any applicable Law regarding the effectiveness of electronically executed contracts or electronically delivered documents, including the requirement that such contracts or documents are in writing, and are capable of being retrieved, reviewed, printed and stored for further use by you.

By accepting this Agreement, you agree and consent to receive electronically all communications, contracts, disclosures, and other communications that we provide in connection with your account and your use of the Platform (collectively, “Communications”). Communications include but are not limited to:

1. agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
2. annual disclosures;
3. transaction receipts or confirmations;
4. communication in relation to accounts, including accounts that are delinquent (which may also be by phone, and may be made by Ground Zero or by anyone on its behalf, including a third-party collection agent);
5. account statements and history;

We will provide Communications to you by email, addressed to you at the primary email address listed in your account registration, which email may include a link or instructions how to access the Communication on a website, or (if permitted by applicable Law) by posting them on the Site. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to the Site. You further agree that your electronic signature has the same effect as your manual, physical signature.

By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your account at a later date.

#### How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us through Customer Support. If you withdraw your consent to receive Communications electronically, Ground Zero may deny your registration for an account, restrict or close your account, or charge you additional fees for paper copies.

#### Ground Zero Communications

We may contact you from time to time to support your use of the Platform.

In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as via text message, email or messaging functionality in the Platform. We want to provide you options for receiving communications from us, and as such you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us, depending on the Platform. You will need to notify us of any changes to your contact details to ensure your preferences are updated.

#### Your Rights to Use the Platform

The Platform is for use by businesses and not for personal, family, or household purposes. You agree to use the Platform only for the purposes for which it is intended and only in accordance with this Agreement.

#### Beta Features

We may provide you with access to beta features in the Platform. You are free to use them, but they are provided as-is.

We may include new and/or updated pre-release and trial features in the Platform and such features are provided as-is. Your use of such features is at no additional cost but you must follow additional rules or restrictions that we may place on their use.

#### Account

You will provide accurate, up-to-date account information and securely manage such information.

You may need to sign up for an account to use the Platform. We may need to verify your identity and you authorize us to collect information (e.g., address) from you to do so (collectively, with all information requested to enable your account, “Account Information”). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Platform and affect the Platform's accuracy and effectiveness.

You are responsible for securely managing your Account Information, including any password(s) for the Platform. You will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission. It is recommended that the password you use to access your account is unique to the Platform. You understand and agree that you are liable for unauthorized use of your account.

#### Payment & Cancellations

Some Services may be free, others may have costs associated. For those with costs, we, or our payment processing provider acting on our behalf may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund).

We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees. If you registered for a trial, you may need to purchase the Platform before the trial ends in order to retain access to any content provided to, or created through, the Platform.

Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we, or our payment processing provider, may participate in programs supported by your card provider to try to update your payment information, and you authorize us, or our payment processing provider, to continue billing your account with the updated information obtained.

You may be charged a subscription fee in advance on a monthly, annual or other recurring interval disclosed to you prior to your purchase. You will be sent a reminder with the then-current subscription before your subscription term ends, or otherwise as required by applicable law. Ground Zero may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.

Your payment to Ground Zero will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.

Consent to Monitoring

We need to ensure our service is available for all users

You authorize us, our service providers and their vendors and subcontractors to monitor your account and your use of the Platform.

#### Software Notice

If you download software from us to use with the service you must agree to it's license

In the event that a User is required to download or use software in connection with AyaNova or the Platform, he or she shall be unable to download and access such software unless he or she first agrees to the license agreement relating to such software. Use of any such software is governed by this Agreement and the applicable license agreement.

#### Copyrights, Trademarks and Intellectual Property

You own all your data, and you give us permission to do things with your data for you. We own everything we’ve created.

Ground Zero and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up the Platform. The technical procedures, processes, concepts and methods of operation that are inherent within the Platform constitute are proprietary and confidential to the Platform. The usage of the Platform or our Services does not constitute a sale or transfer of any intellectual property rights to any Users. Without any prejudice to the foregoing, your data, information and other content you provide to us or input using the Platform and the Services remains exclusively yours. Any Subscriber information or data entered using the Platform or otherwise provided for accessing the Platform on behalf of a Subscriber remains the property of the Subscriber. You hereby grant to Ground Zero, which Ground Zero hereby accepts, a worldwide, perpetual, royalty free, nonexclusive right and license to use all data, information and content provided in connection with your use of the Platform and the Services for any uses reasonably related to the delivery of the Platform or the Services.

Materials on and relating to the Platform, including the content of the Platform and any software downloaded from the Platform, are protected by copyright, trademark and other intellectual property Laws. Ground Zero reserves all rights in and to such materials. You will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of the Platform or any content therefrom without Ground Zero’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to the Platform.

Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a User of the Services. Your use of screenshots is subject to the following:

- No screenshot may be used from any beta version of the Platform unless it has been commercially released to the public;
- the use is for illustrative purposes;
- the use may not imply any endorsement by or affiliation with Ground Zero;
- the screenshot does not contain any commentary which may appear to have been attributable to us;
- the screenshot does not contain any third-party content; and
- the use does not violate this Agreement.

Ground Zero has rights to trademarks which it uses in connection with the operation of the Platform or the Services. Ground Zero does not grant any Users any right or license to use the Ground Zero trademarks or any logo, trade name or other intellectual property other than as expressly set out in this Agreement or in another license between you and us.

#### Ownership and Disclosure of Information

Your data belongs to you. We won't disclose any personally identifiable info unless we’re required by Law to do so, we’ll do our best to let you know ASAP and allow you to have your say about it.

You own all of your business’s private data, content and all information which you enter and use in connection with the Platform. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Platform and Ground Zero. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:

- For the purposes of fraud prevention and law enforcement;
- To comply with any legal, governmental or regulatory requirement;
- To our lawyers in connection with any legal proceedings; and
- To comply with a court order.

If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request. Ground Zero’s Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.

#### Force Majeure

If things outside our control interrupt our services we are not liable

We will not be liable for any delay or failure in our performance of the Agreement by reason of the occurrence of an unforeseen event beyond our reasonable control, including but not limited to, acts of God, natural disasters, pandemics, power failures, server failures, third-party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

#### Language

We do business in English

You and we expressly acknowledge and agree that this Agreement and all related agreements, schedules, materials, licenses and policies are to be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s’y rattachant soient rédigés en anglais. Usted y nosotros reconocemos y aceptamos expresamente que este Acuerdo y todos los acuerdos, cronogramas, materiales, licencias y políticas relacionados deben redactarse únicamente en inglés. Sie und wir erkennen ausdrücklich an und stimmen zu, dass diese Vereinbarung und alle damit verbundenen Vereinbarungen, Zeitpläne, Materialien, Lizenzen und Richtlinien ausschließlich in englischer Sprache verfasst werden

#### Legal Status of Ground Zero Tech-Works Inc

The websites www.ayanova.com, domain onayanova.com, and the name AyaNova are property of Ground Zero Tech-Works Inc. a company incorporated under the British Columbia, Canada Business Corporations Act.

#### Community Forums; Feedback

You may be able to communicate with others through our Platform but please be respectful. Suggestions you provide for improving our Platform may be used freely by us.

The Platform may include a community forum or other social features that enable you to exchange Content and information with other users of the Platform and the public. Ground Zero does not support and is not responsible for the Content in these community forums. Please be respectful when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Ground Zero is not responsible.

You may provide Ground Zero your feedback, suggestions, or ideas for the Platform. You grant Ground Zero a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Platform, other products or services, advertising or marketing materials.

#### Termination

You may cancel your account and Ground Zero may suspend or terminate your use of the Platform. For mobile apps, removing the app may not cancel your subscription or delete your data.

This Agreement is effective until your subscription expires or you cancel your account or Ground Zero terminates this Agreement (or your account). Ground Zero may terminate this Agreement (and your account) or suspend the Platform at any time at our discretion.

Please note that removing a Ground Zero mobile app from your device may not cancel your subscription or delete your data. If you want to cancel your subscription for a Service, please follow the applicable Service instructions. If you wish to delete your data from a Service, please use the AyaNova web application's "Erase Data" feature to do so or request your data be deleted from our support department.

#### Effect of Termination

You must stop using the Platform once your subscription expires or you cancel your account (or if this Agreement or your account is terminated).

Upon expiration of your subscription or cancellation of your account, or Ground Zero’s termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Platform used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.

#### Survival

There are a few parts of this Agreement that will continue to apply after termination.

The following Sections will survive any termination, discontinuation or cancellation of the Platform or your account: “Your Personal Information,” “Payment and Cancellations” (with respect to fees due and unpaid), “Ownership and Disclosure of Information,” “Community Forums; Feedback,” “Effect of Termination,” “Disclaimers,” “Limitation of Liability,” “Indemnity Obligations,” and “General Terms (Miscellaneous)”.

#### Disclaimers

We don’t make any warranties about the Platform except as expressly stated in this Agreement.

The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform is otherwise provided “as-is,” and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform is error-free, secure, or free from any viruses or other harmful components. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Platform, nor of any content (including any Content) or information made available in the Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase or delivery of the Platform, whichever is sooner.

#### Limitation of Liability

Our liability is limited when it comes to issues you may encounter with our Platform.

Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, Ground Zero won’t be responsible for any losses.

The above limitations apply even if the Ground Zero Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.

If you’re legally exempt from certain responsibilities, including indemnification, then those responsibilities don’t apply to you under this Agreement. For example, the United Nations enjoys certain immunities from legal obligations and this Agreement doesn’t override those immunities.

#### Indemnity Obligations

If someone sues us because you used the Platform unlawfully or didn’t follow our rules, you will be responsible for any harm to us.

You will indemnify and hold harmless the Ground Zero Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. Ground Zero reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Ground Zero in the defense of any claims.

#### Disputes

In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.

#### General Terms (Miscellaneous)

#### Governing Law

The laws of British Columbia, Canada govern this Agreement and any disputes that may arise.

British Columbia, Canada law will govern all disputes arising out of or relating to the Platform, this Agreement and any Additional Terms, regardless of conflict of laws rules.

#### Government End Users of Software

Even if you are a government end user, your rights to Software are limited to what is described in this Agreement.

The Software is a "commercial item" as that term is defined in FAR 2.101, consisting of "commercial computer software," as such term is used in FAR 12.212 and DFARS 227.7202. If the Software is being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software will be only those specified in this Agreement.

#### Waiver

If we waive some of our rights under this Agreement, it doesn’t mean we waive our rights in other circumstances.

Ground Zero’s failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Ground Zero of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Ground Zero.

#### Assignment

You can’t transfer this Agreement or your right to use the Platform to someone else without our permission.

Ground Zero may assign this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.

#### Severability

If a court voids a term of this Agreement, the other terms will not be affected.

If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed and the remaining provisions will remain in full force and effect.

#### Contact Information

If you have any questions about the Platform or this Agreement, please contact support.

### SECTION B

Your use of the Services provided by Ground Zero (as defined in the Section A Terms) and described below are subject to the Section A Terms above and these Additional Terms and Conditions (“Section B Terms”). These Section B Terms will prevail over any conflict or inconsistency with the Section A Terms.

### 1. SERVICES

When you use an AyaNova product or service, you establish a direct relationship with the AyaNova brand, including each product and service in the AyaNova family and the entities offering those services.

The Section B Terms include provisions applicable to your use of AyaNova generally, as well as additional provisions for your use of specific products and services.

The Agreement governs your use of each of the following “Services,” as applicable:

AyaNova Online service

### 2. USERS

When you initially register for and create an account for a Service, you are, or a party that you authorize is, the “Administrator”. Administrators may authorize additional users to access the Services through the same account, subject to limitations based on the subscription you purchase (such users, “Additional Users”). All Additional Users will be required to accept the Agreement before accessing the Services. Only Administrators may designate another individual as a replacement administrator and you are responsible for your Additional Users' access to the Services. Once an Administrator closes or terminates access to a Service, Additional Users will no longer be able to access such Services or any Content (defined in the Section A Terms) within the Service. If you are an Administrator, you agree to provide sufficient prior notice to your Additional Users of your desire to terminate access to the Services. Any violation of the Agreement by any Additional User may result in the termination of an Administrator’s or other Additional User’s access to the Services. Additional Users may not have the same level of access or rights as an Administrator. You warrant that you have obtained all necessary authorizations from each Additional User to: (i) act as their agent in using the Services on their behalf and you accept all liability arising from their use of the Services; and (ii) allow Ground Zero to provide the Services.

### 3. USAGE LIMITS

#### Limits

We may limit usage for some features of the Services based upon the subscription you purchased. These features may include data storage limits, backup services, bandwidth, servers, third party applications, and users.

You agree not to access the Platform in a manner that utilizes the resources of the Platform more heavily than would be the case for an individual person using a conventional web browser. If your bandwidth usage exceeds reasonable levels, or significantly exceeds the average bandwidth usage (as determined solely by Ground Zero) of other Platform customers, we reserve the right to immediately disable your account and/or throttle your usage until you can reduce your bandwidth consumption.

#### Deactivation/Cancellation When Exceeding Usage Limits

If you exceed the usage limits for the subscription for the Services you purchased, we may immediately cancel or suspend your subscription to the applicable Service and your access to the applicable Services and to your data without notice. If your access to the applicable Services is terminated, you will not be charged further for your subscription; however, you will not be entitled to any proration of fees or refunds for unused subscriptions. We reserve the right to maintain your data in a read-only format for purposes of reviewing historical activity, which you may have access to view for up to one month after termination of access.

#### Downgrade

If you choose to downgrade to a Services plan with a lower usage limit, you will not be able to complete the downgrade until your active User count and total data storage usage are under the new Services plan's usage limits.

#### Reactivating Subscriptions

You must be within your plan’s usage limits prior to reactivating the Services subscription.

### 4. Security

Ground Zero maintains a security program with appropriate administrative, technical, organizational, and physical security measures designed to protect your Content against unauthorized access, disclosure, and loss. However, information sent or received over the Internet is generally insecure and Ground Zero cannot and does not make any representation or warranty concerning security of any communication to or from the Platform or any representation or warranty regarding the interception by third parties of personal or other information.

### 5. Backups

Our cloud server providers are carefully chosen for their uptime and reliability but there is always the possibility of data loss so we provide the tools to ensure you can download a backup of all your data for safe off Platform storage. We don’t keep a backup copy anywhere else so in the event of a loss of data the only way to restore the data will be the backup copy you can provide.

The Platform includes an automated backup feature for the sole purpose of providing you with a way to download an unencrypted copy of your Platform database and file attachment data for safe storage off-site.

We do not maintain a copy of your backup off-site which means you are solely responsible for the safe custody of a backup of your Platform data. We suggest you make use of this feature as an important part of a sensible business continuity disaster recovery plan.

Data can only be restored from the most recent backup you can provide so we suggest you consider carefully how often to download your backup.

You understand and agree that in the event of a loss of data on the Platform your downloaded backup files may be the only copy of your data and may be required to be provided to Ground Zero technical support as the only means to recover your account.

### A. DATA TRANSFER SERVICE

This section is related to optionally integrating AyaNova with 3rd party service and software such as accounting software.

We may provide you with the opportunity to connect your account or our Service with non-Ground Zero-owned services (“Third Party Services”) (such functionality, the “Data Transfer Service”). To do so, you may need to provide us with information needed to log into those Third Party Services, including username, passwords, API keys and other such information. We will use appropriate technical and organizational measures to secure this data consistent with applicable data privacy and protection laws or regulations. In addition, we will only use these credentials in order to share data with the Third-Party Service you have indicated. By providing such details, you grant Ground Zero the right to process and transfer the data as reasonably necessary to provide the function or service you consented to.

You agree that your data sharing will comply with all terms and conditions of the other services and you will not share data in any manner that is unlawful or would infringe or violate the rights of Ground Zero or any other party. Your data sharing with other services may result in the transfer of your data to another country where security and privacy controls may not be adequate for data protection.

We do not guarantee that you will be able to share your data with any specific products or services.

The Third Party Service may not retain your data after the transfer and Ground Zero will not be responsible for any data loss as a result of the transfer. You are responsible for any fees charged by the third party for the data access. Ground Zero will not be liable for any damages, claims, or liabilities arising out of or related to the Third Party Services