TAGO TERMS OF SERVICE

These Terms of Service (the "Terms") between you ("You") and TAGO Mobile Inc. ("TAGO") govern the access to and use of the two (2) dimensional ("2D") barcode management and analytics system offered by TAGO, the 2D barcodes and any all related documentation, analytics and code generation facilities (collectively, the "Services").

The Services are a service of TAGO Mobile Inc.

These Terms may be modified at any time without notice. Your use of the Services following such posting shall be deemed to constitute your acceptance of such modification.

Throughout this Agreement "You" and "Your" refer to the user of the Services.

By using the Services You agree to comply with all TAGO policies as set out here and provided in the future and all applicable laws in the jurisdiction (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) in which You use the Services (the "Applicable Laws").

Unless otherwise required by Applicable Laws, Your access to and use of the Services and the 2D barcodes will be governed by the most recent version of these Terms. You accept these Terms by accessing and using the Services.

These Terms were last modified on May 28, 2016.

GRANT OF USE OF SERVICES

Subject to Your compliance with these Terms, and payment of the fees (the "Fees"), TAGO grants to You, and You accept from TAGO, a non-exclusive, non-assignable, non-transferable right to access the TAGO software as a service (the "TAGO Software") for the purpose of using the TAGO Software and receiving the Services.

Restrictions

In addition to any and all of Your obligations imposed by law, You agree not to use, copy, modify, or transfer by any means the TAGO Software, in whole or in part, except as permitted by TAGO.

Term of the Services

TAGO may terminate the right to access the TAGO Software at any time and may discontinue providing the Services, with or without cause on fifteen (15) days prior notice which will be provided to You by electronic means via email to the email associated with Your account (the "Termination Communication").

Reasonable efforts will be made to provide notice as set out above however non-receipt of the Termination Communication will not be a reason for non-termination.

Immediately upon termination of the TAGO Software for any reason, TAGO will have the right, but not the obligation, to:

1) suspend and/or disable all of Your 2D barcodes; and

2) cease providing the Services to You.

Warranty by You

You warrant to TAGO that:

1) You are authorized to accept these Terms on behalf of the company that is contracting with TAGO (the "Contracting Company"); and

2) the Contracting Company agrees to be bound by these Terms.

If the Contracting Company does not agree to these Terms, it must not access or use the Services.

All references in this Agreement to You include the Contracting Company.

THE SERVICES

In consideration of the Charges for the Services set out in the plans and pricing section of the TAGO website (the "Pricing Plan") to be paid by You under the Agreement, You may generate the number of trackable and editable 2D barcodes (the "Dynamic Codes") as provided for in each of the pricing plans. You may generate an unlimited number of non-trackable, non-editable 2D barcodes (the "Static Codes"). Any additional features and additional Services (including the number of monthly scans, sub-accounts and volume of Dynamic Codes) may require an upgrade to another plan as set out in the Pricing Plan.

The Dynamic Codes and the Static Codes do not expire, however Your account must be successfully billed by TAGO and remain in good standing for the Dynamic Codes to stay functional. Dynamic Codes will continue to exist for all active accounts up to forty-five (45) days from the latest of either:

1) the initial creation of the Dynamic Code;

2) cancellation of the Services or the cessation of provision of the Services to you.

During the Terms, if any Dynamic Codes have not been scanned or active for 180 days, TAGO may, at its election:

(a) terminate Your use of such Dynamic Codes without notice; and

(b) re-assign such Dynamic Codes to other customers.

RESERVATION OF RIGHTS

TAGO retains all right, title and interest in and to:

1) the 2D barcodes;

2) all aspects of the Services;

3) any Data (defined below) collected and/or generated using the Services; and

4) any and all intellectual property rights in the Services.

DATA

Subject only to any Applicable Law relating to confidentiality and privacy TAGO owns all rights, title and interest in and to the 2D barcodes, the Services and all data collected and/or generated by the use of the 2D barcodes and the Services (the "Data").

TAGO grants to You an irrevocable, perpetual, royalty free, nonexclusive right to copy, use and make excerpts of the Data for your use as permitted by Applicable Laws.

CHARGES

Payment

You agree to pay TAGO the monthly charges (the "Charges") as set out in the Pricing Plan that corresponds to the Services provided to You including any sales, use, excise or similar taxes, any applicable taxes or any export or import tariffs, duties or fees. The Charges are payable in USD currency.

TAGO is pay-as-you-go monthly service based on your billing cycle, unless otherwise specified in a terms agreement. The billing cycle is based on a thirty (30) day period, and it starts from the day of your initial payment. If the payment is made on annual basis, the billing cycle depends on the date and/or terms agreed upon.

If the account is canceled, TAGO will not be able to reimburse or issue refunds for unused or partial period.

Late Payment Fee

Late payments could be subject to 5% fee per month of the total monthly or annual subscription service price.

Price Changes

TAGO may modify the Charges at any time by giving You notice by electronic mail to the email account associated with Your account. Any such modified Charges will be effective thirty (30) days following the date of that notice and will apply to any Charges incurred by You following the effective date of such price change.

YOUR REPRESENTATIONS, WARRANTIES AND OBLIGATIONS

Consumer Privacy and Data Protection

You are responsible for any authorized or unauthorized collection, storage, disclosure and use of, and access to, personal information by any other persons in relation to Your use of the 2D barcodes or the Services.

Compliance with Applicable Laws; Rules and Industry Standard Practices

You will comply with and ensure that Your use of the Services complies in all respects with:

(a) the Applicable Laws;

(b) the rules and regulations of all mobile telephone service providers, internet service providers and other third party service providers; and

TRADEMARKS

You agree that TAGO is the exclusive owner of the service marks "TAGO" and "TAGO MOBILE" the 2D barcodes and all aspects of the Services (the "TAGO Trademarks"), their registrations and applications for registration, and their associated goodwill, throughout the world.

All use of the TAGO Trademarks will inure to the benefit of TAGO. You will not acquire any right, title or interest in or to the TAGO Trademarks.

CONFIDENTIALITY

TAGO will not at any time disclose to any person other than to TAGO's employees and agents (who are bound by a comparable obligation) any Data that is personally identifiable to You, except as required by Applicable Laws or except as described in TAGO's Privacy Policy. Nothing in this section will prevent TAGO from using any Data in an aggregate, non-identifiable form in any way it deems appropriate.

NO WARRANTY

TAGO is committed to provide the best service available to its clients, however, TAGO shall have no liability for any failure or delay due to matters beyond their reasonable control.

Any modification (including but not limited to branding, resizing, colour or contrast changing, etc.) that You make to the 2D barcodes after they have been generated is at your own risk and TAGO is not responsible for any reduced functionality or non-functionality as a result of such modification.

The 2D barcodes and the Services are provided to You on an "As is" basis.

TAGO makes no warranty that:

a) the Service will meet your requirements or expectations;

b) the Service will be uninterrupted, timely, secure or error-free; and

c) the results that may be obtained from the use of the Services will be accurate or reliable.

TAGO is not responsible for any misuse of the 2D barcodes or the Services. You will bear all risks associated with Your use of the 2D barcodes and the Services, including possible damage to any device or software and any loss of data or information caused by malicious use.

TAGO MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU, OR TO ANYONE THAT SCANS THE 2D BARCODES, REGARDING TAGO, THE 2D BARCODES OR THE SERVICES, AND TAGO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

IN NO EVENT WILL TAGO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE:

1) THE SERVICES;

2) THE 2D BARCODES EVEN IF TAGO HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF THOSE DAMAGES ARISE FROM OR RELATE TO THESE TERMS, ANY NEGLIGENCE OR OTHER TORT, OR ANY APPLICABLE LAW.

NOTICES

All notices required or permitted under these Terms may:

(a) be sent by email as provided above;

(b) posted on the TAGO website at www.tagomobile.com

Properly addressed email notices will be deemed written notices for all purposes for which written notices may be required and will be deemed received the first business day after transmission.

GOVERNING LAW

These Terms will be governed by the laws of British Colombia and the laws of Canada applicable therein.

General Provisions

Any dispute relating to TAGO, the 2D barcodes, the Services or these Terms that cannot be resolved by the parties will be resolved by arbitration in British Columbia, Canada.

Other

TAGO may make reference to You on their website or in client lists.

Severability

If any provision of these Terms is found to be invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from the remainder of these Terms, which will remain in full force and effect.

Entire Agreement

These Terms, and the policies and other documents referenced in these Terms, reflect the entire agreement between You and TAGO and supersede all prior oral and written communications with respect to the subject matter of these Terms, policies and other documents.