You agree to cooperate with Lockene in conducting reasonable due diligence into any complaint that you or your customers receive relating to the Service (including performance of any components of the Service such as the account security and fraud prevention tools) and you agree that you will cooperate with Lockene to ensure appropriate action is taken in response to such complaints where necessary.<\/p>\n

THIRD-PARTY APPS; Lockene MARKETPLACE.<\/b>
Lockene provides access to a marketplace (the \u201cMarketplace\u201d<\/b>) enabling subscribing Lockene users to browse and obtain access to a variety of free and paid third-party software applications, tools, and add-ons (collectively \u201cThird-Party Apps<\/b>\u201d) which are offered by third party developers (\u201cApp Providers<\/b>\u201d) as well as applications, tools, and add-ons offered by Lockene (\u201cLockene-Built Apps<\/b>\u201d). Lockene may make Third-Party Apps and Lockene-Built Apps available to you outside of the Marketplace, including through direct links or through other means. If you install or enable a Lockene-Built App, such Lockene-Built App will be provided as part of the Services and subject to  these

Terms of Service and Lockene\u2019s Privacy Policy.<\/b>
All Third-Party App transactions concluded on or through the Marketplace, or through other means as applicable, are concluded between you and the relevant App Provider. Although Lockene may be responsible for providing certain services on request such as listing Third-Party Apps for the App Providers, Lockene is not a party to any transaction through the Marketplace and the relevant App Provider is solely responsible for support and stipulating the terms on which access to a Third-Party App is provided. Use of any Third-Party App is always at your discretion and your sole risk and any problems with a Third-Party App should be resolved in the first instance with the applicable App Provider. If you install or enable a Third-Party App for use with the Service, you grant us permission to allow the applicable App Provider to access your data and other materials and to take any other actions as required for the interoperation with the Service, and any exchange of data or other materials or other interaction between you and the App Provider including the terms on which you are permitted to use the Third Party App and the App Provider\u2019s privacy policies, is solely between you and such App Provider. Please refer to our Privacy Policy for further information about how your personal information is processed in connection with use of the Marketplace or enablement of a Third-Party App by other means as applicable. If you are a developer or a third party merchant wishing to offer apps through the Marketplace as an App Provider, you will be  subject to the separate terms of the Lockene Developer Center or a separate written agreement.

Lockene DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR <\/b>REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE INCLUDING THIRD-PARTY APPS ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE MARKETPLACE OR OTHERWISE MADE AVAILABLE TO YOU AND Lockene SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. Lockene WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THIRD-PARTY APPS.
<\/b>
You agree to indemnify and hold us and our affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys\u2019 fees, arising out of your use of a Third-Party App or your relationship with any App Provider.<\/p>\n

LINKS; ADVERTISEMENTS; THIRD-PARTY INTEGRATIONS; CONTESTS.<\/b>
The Website and App (including User Content) may contain links to other websites that are not owned or controlled by Lockene or may make it possible for you to elect to use third-party services with the Service where such third-party service providers have integrated with the Service (\u201cThird-Party Integration Partners<\/b>\u201d). Third-Party Integration Partner products and services may also be made available to you directly from Lockene. In no event shall any reference to any third party, third-party product or service be construed as an approval or endorsement by Lockene of that third party, third-party product or service. Lockene is also not responsible for the content of any linked websites or for the delivery of any product or service offered by third-parties including Third-Party Integration Partners. In order to receive access to a Third-Party Integration Partner\u2019s products or services, you will need, in most cases, to sign-up directly with the Third-Party Integration Partner. For certain services offered by Third-Party Integration Partners, you will be required to pay a fee to Lockene to turn on the third-party service. Any third-party websites or services (including those offered by Third-Party Integration Partners) are subject to the terms and conditions of those websites and\/or services and you are responsible for determining those terms and conditions and complying with them. The presence of a link to any other website(s) does not imply that Lockene endorses or accepts any responsibility for the content or use of such websites, and you hereby release Lockene from all liability and damages that may arise from your use of such websites or receipt of services from any such websites. While Lockene does not prohibit linking to third-party websites and content,it does not wish to be linked to or from any third-party website which contains, posts, or transmits any of the prohibited content in Section 7 of these Terms of Service. Lockene reserves the right to prohibit or remove (or require you to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time. Lockene may from time to time offer promotions, sweepstakes, giveaways, and contests on the Website. Participation in such initiatives requires your agreement to the contest rules that govern the specific promotional event. If you are using a payment integration, you must adhere to the applicable rules and regulations of such payment integrator. In addition, you are responsible for ensuring the security of any cardholder data in your possession including any cardholder data which you collect, process, transmit, or store. It is also your obligation to inform your customers about your processing of their data and your responsibility for the same. You acknowledge and agree that the Website and App may contain advertisements. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website or App, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that Lockene shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.<\/p>\n

BETA SERVICES.<\/b><\/p>\n

 <\/b>From time to time, Lockene may, in its sole discretion, invite you to use or otherwise make available to you (including through \u201cLockene Labs\u201d on the Website and\/or App), on a trial or evaluation basis only, pre-release or beta features, technologies, or services that are in development and which are not yet available to all of our customers (\u201cBeta Services\u201d<\/b>). Beta Services are not part of the Service, and Beta Services may be subject to additional terms and conditions, which Lockene will provide to you prior to your use of the Beta Services. You must comply with all terms related to any Beta Services and unless otherwise specified in the applicable additional terms, we grant you a non-exclusive, revocable, non-transferable limited license to use the Beta Services. Lockene may add or modify terms related to access to or use of any Beta Services at any time. Such Beta Services and all associated content, data, and materials relating thereto (including any information relating to your access, use, testing, or evaluation of Beta Services such as observations or information regarding the performance, features, and functionality of Beta Services) (collectively \u201cBeta Service Data\u201d<\/b>) will be owned by and constitute Confidential Information of Lockene and is subject to the confidentiality provisions in these Terms of Service. You agree that you will not disclose or use any Beta Service Data except for your internal evaluation purposes of any Beta Service. The Beta Services are provided on an \u201cas-is\u201d and \u201cas available\u201d basis and may contain bugs, errors, or other problems. Lockene makes no representations or warranties of any kind in relation to the Beta Services. Lockene hereby disclaims all liability for any harm or damage arising out of or in connection with a Beta Service. Lockene may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by Lockene. On termination of your access to or use of any Beta Service for any reason,<\/p>

(a) you will not have any further right to access or use the applicable Beta Service, and
(b) any content used in the applicable Beta Service may be deleted or inaccessible. Lockene may change or not release a final or commercial version of a Beta Service in our sole and absolute discretion.<\/p>\n

APP TERMS.<\/b><\/p>\n

 <\/b>a) Third Party App Stores.<\/b> Mobile users of the Service acknowledge and agree that the availability of the App and the Service is dependent on the app store from whom you received the App license. In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the app store in connection with the Website, App, and Service.<\/p>\n

b) App Subscription Plans, Fees, and Payment Terms.<\/b> Subscription plans for the Service will be displayed within the App and you can select the tier you wish to use and pay the applicable fees through the payment processing method provided by the applicable app store. Unless otherwise provided through the applicable app store\u2019s terms, your subscription automatically renews for a period of time equal to your original subscription term.
c) Cancellations.<\/b> Notwithstanding the terms in Section 17 below, if you subscribe to the Service through the App you can cancel your subscription by using the manage subscription features provided by the applicable app store.<\/p>\n

DISCLAIMERS<\/b>.
THE WEBSITE, SERVICE, APP, AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED \u201cAS IS\u201d AND Lockene DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERRORFREE, THAT RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. IN ADDITION, Lockene SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. Lockene DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD-PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND Lockene SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD-PARTY. Lockene WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL Lockene BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM
(A)YOUR USE OF OR YOUR INABILITY TO USE THE WEBSITE, APP, OR SERVICE,
(B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION, OR SERVICES,
(C) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE,
(D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA,
(E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR
(F) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE. THESE LIMITATIONS SHALL APPLY EVEN IF Lockene HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Lockene\u2019S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF
(I) ONE HUNDRED US DOLLARS ($100) OR
(II) THE AMOUNTS YOU\u2019VE PAID Lockene IN THE PRIOR TWELVE (12) MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED \u201cINDEMNIFICATION\u201d,\u201cDISCLAIMERS\u201d, AND \u201cLIMITATION OF LIABILITY\u201d ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. INDEMNIFICATION. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU SHALL INDEMNIFY AND HOLD Lockene AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE \u201cLockene PARTIES\u201d) HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS\u2019 FEES), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED, OR MADE AVAILABLE BY YOU THROUGH THE SERVICE AND\/OR ANY VIOLATION BY YOU OF THESE TERMS OF SERVICE, THE RIGHTS OF ANY THIRD PARTY, OR ANY APPLICABLE LAW OR REGULATION.<\/p>\n

Lockene will provide notice to you of any such claim, suit, or proceeding. Lockene reserves the right to assume the exclusive defense and
control of any matter which is subject to indemnification under this provision, and you agree to cooperate with any reasonable requests assisting Lockene\u2019s defense of such matter. You may not settle or compromise any claim against the Lockene Parties without Lockene\u2019s written consent. This provision does not require you to indemnify Lockene for any unconscionable commercial practice by Lockene or for Lockene\u2019s fraud, deception, false promise, misrepresentation, concealment, suppression, or omission of any material fact in connection
with the Website or any Services provided hereunder.<\/p>\n

TERMINATION.
<\/b>
<\/b>You are solely responsible for properly canceling your account. You can cancel your account at any time by logging in and going to the \u201cCancel your account\u201d section of your \u201cAccount and Billing\u201d page or by notifying Lockene of the intended termination by phone. However, please see Section 3 above for details that the effect of cancellation has on your payment obligations. Lockene may, under certain circumstances and without prior notice, immediately terminate your ability to access the Website or App or portions thereof. Cause for such termination may include, but not be limited to,<\/span><\/span><\/p>\n

(a) breaches or violations of these Terms of Service or any other agreement that you may have with Lockene (including, without limitation, non-payment of any fees owed in connection with the Website or otherwise owed by you to Lockene),
(b) requests by law enforcement or other government agencies,
(c) a request by the Account Owner,
(d) discontinuance or material modification to the Website (or any part thereof),
(e) unexpected technical, security, or legal issues or problems,
(f) actual or suspected participation by you, directly or indirectly, in fraudulent or illegal activities, or
(g) verbal, physical, written, or other abuse (including threats of abuse or retribution) of any Lockene customer, employee, member, or officer. Termination of your access to the Website or App may also include removal of some or all of the materials uploaded by you. On termination, you may request deletion of certain materials uploaded by you or other Content. To the extent the data is in Lockene\u2019s possession, custody, or control, Lockene will perform such deletion subject to the retention policy in our Privacy Policy, and upon your request, we will certify the same in writing. You acknowledge and agree that all terminations may be made by Lockene in its sole discretion and that Lockene shall not be liable to you or any third party for any termination of your access to the Website or App or for the removal of any of the materials uploaded by you to the Website or App. Any termination of these Terms of Service by Lockene shall be in addition to any and all other rights and remedies that Lockene may have. Sections 6, 9, 14, 15, 16, 17, 20, 21, 22, 23, and 24, any outstanding payment obligations, and any other rights or obligations that by their nature should survive, in each case will survive the termination or expiry of these Terms of Service or your account for any reason.<\/p>\n

AVAILABILITY AND UPDATES.
<\/b>Lockene may alter, suspend, or discontinue the Website, App, and\/or Service at any time and for any reason or no reason, without notice, but will endeavor to provide notice of the same. The Website, App, and\/or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Lockene may periodically add or update the information and materials on the Website, App, and\/or Service without notice. You may need to update third-party software from time to time in order to use the Website,App, and\/or Service.<\/p>\n

SECURITY<\/b>.
a) Security Generally.<\/b> Lockene 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 Lockene cannot and does not make any representation or warranty concerning security of any communication to or from the Website or the App or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for creating and keeping secure a strong password that you use to access the Service and you are responsible for any activities or actions under the account protected by your password. It is recommended that the password you use to access your account is unique to Lockene. If you create an account on behalf of a corporation or entity, you are responsible for any actions of administrative users you add to your account and you are liable for any payment obligations that they incur. User accounts are intended for one user only and are not to be shared by multiple users. Lockene will not be liable for any loss or damage arising from your failure to comply with these requirements.<\/p>\n

b) Account Security and Fraud Prevention.<\/b> Lockene utilizes third-party fraud prediction and detection services to help identify potential threats such as unauthorized account access and fraudulent transactions. These services are further described in the Security Service Terms which form an integral part of this Agreement and certain aspects of these services as they relate to personal information may also be found in our Privacy Policy<\/p>\n

CONFIDENTIALITY<\/b>.<\/p>\n

a) \u201cConfidential Information\u201d means information of a party (\u201cDisclosing Party<\/b>\u201d) that the other party (\u201cReceiving Party<\/b>\u201d) receives in connection with the Service, which based on the circumstances under which it was disclosed, a reasonable person would believe to be
confidential to the Disclosing Party, including, without limitation, customer information, transactional information, and any other non-public content posted, transmitted or accessed through the Service (including, for the avoidance of any doubt, any Beta Services). A Receiving
Party shall:
(a) limit access and use of Disclosing Party\u2019s Confidential Information to those of Receiving Party\u2019s employees, agents, and subcontractors that require such access and use in connection with such party\u2019s obligations hereunder, who each treat such Confidential
Information as provided in this Section, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained in this Section;
(b)not disclose Disclosing Party\u2019s Confidential Information to third parties (except those partners or third party service providers used by us to provide some or all elements of the Service and who are bound by duties of confidentiality), unless authorized under this Section;
(c) protect the Disclosing Party\u2019s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and
(d) not use the Disclosing Party\u2019s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Nothing in this Section shall prevent a Receiving Party from disclosing Confidential Information to a third party to the extent that such Confidential Information is:
(i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality;
(ii) publicly known or becomes publicly known through no breach of this Agreement by the Receiving Party;
(iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or
(iv) independently developed by the Receiving Party without use of the Disclosing Party\u2019s Confidential Information. In addition, Confidential Information may be disclosed to governments and their agencies under lawful order or judicial order. In the event that Lockene receives a request or order to release your Confidential Information, we can comply with the same without your consent. We may notify you of this matter to the extent not prohibited by law or the applicable order or unless we deem, in our sole discretion, that notification could be prejudicial and\/or might create or further cause injury or harm to persons or property, and subject to section 21(b).<\/p>\n

RESPONSES TO LAW ENFORCEMENT.
<\/b>Lockene will respond to all valid legal requests to the extent permitted by our Terms of Service and Privacy Policy and Canadian law. Please see our policy on responding to law enforcement requests here https:\/\/Lockene.us\/ for further information.  Please note that due to the time consuming and costly nature of addressing disclosure requests, we reserve the right to charge users, on a time and materials basis, for Lockene\u2019s efforts taken in response to law enforcement requests initiated either at a user\u2019s request or where compelled to comply with court orders, subpoenas and other valid requests in respect of a user\u2019s account.<\/p>\n

DISPUTE RESOLUTION.
Please read the following arbitration agreement in this Section (\u201cArbitration Agreement\u201d) carefully. It requires you to arbitrate disputes with Lockene and limits the manner in which you can seek relief from us.
<\/b>
a) Applicability of Arbitration Agreement. <\/b>You agree that any dispute or claim relating in any way to your access or use of the Website, the App, and\/or the Service, to any products sold or distributed through the Website, the App, and\/or the Service, or to any aspect of your
relationship with Lockene, will be resolved by binding arbitration, rather than in court, except that
(i) you may assert claims in small claims court if your claims qualify; and
(ii) you or Lockene may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
<\/b>
b) Pre-Arbitration Dispute Resolution.<\/b> Lockene is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer\u2019s satisfaction by emailing customer support at hello@getLockene.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (\u201cNotice\u201d). The Notice to Lockene should be sent to Octopus app Inc. dba Lockene at Suite 300, 10130 103 Street NW, Edmonton, AB, Canada, T5J 3N9 with a copy to legal@getLockene.com. The Notice must
(i) describe the nature and basis of the claim or dispute and
(ii) set forth the specific relief sought. If Lockene and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Lockene may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Lockene or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Lockene is entitled.<\/p>\n

c) Arbitration Rules and Forum. <\/b>The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under USD $250,000, not inclusive of attorneys\u2019 fees and interest, shall be subject to JAMS\u2019s most current version of the Streamlined Arbitration Rules and procedures available at http:\/\/www.jamsadr.com\/rules-streamlined-arbitration\/; all other claims shall be subject to JAMS\u2019s most current version of the Comprehensive Arbitration Rules and Procedures, available at http:\/\/www.jamsadr.com\/rules-comprehensive-arbitration\/. JAMS\u2019s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS\u2019s filing, administrative, hearing, and\/or other fees and cannot obtain a waiver from JAMS, Lockene will pay them for you. In addition, Lockene will reimburse all such JAMS\u2019s filing, administrative, hearing, and\/or other fees for claims totaling less than USD $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. If the parties are unable to agree on a location, the determination will be made by JAMS. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.<\/p>\n

d) Authority of Arbitrator.<\/b> The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement
including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Lockene. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum\u2019s rules, and these Terms of Service (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.<\/p>\n

e) Waiver of Jury Trial.<\/b> YOU AND Lockene HEREBY WAIVE ANY STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Lockene are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 22(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review
of an arbitration award is subject to very limited review.<\/p>\n

f) Waiver of Class or Other Non-Individualized Relief.<\/b> ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection\u2019s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the Provincial or Federal
Courts located in the Province of Alberta. All other claims shall be arbitrated.<\/p>\n

g) 30-Day Right to Opt Out.<\/b> You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Suite 300, 10130 103 Street NW, Edmonton, AB T5J 3N9 Canada, within 30 days after first becoming subject to this Arbitration Agreement and by email to Lockene at legal@getLockene.com. Your notice must include your name and address, your Lockene username (if any), the email address you used to set up your Lockene account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement,
all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.<\/p>\n

h) Severability. <\/b>Except as provided in subsection 22(g), if any part or parts of this Arbitration Agreement (other than the subsection (f) above titled \u201cWaiver of Class or Other Non Individualized Relief\u201d) are found under the law to be invalid or unenforceable, the parties agree
to replace such part or parts with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable part or parts, and this Arbitration Agreement will be enforceable as so modified. If any of the provisions of subsection<\/p>\n

(f) above titled <\/b>\u201cWaiver of Class or Other Non-Individualized Relief\u201d are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public
injunctive relief. The remainder of these Terms of Service will continue to apply.<\/p>\n

i) Survival of Agreement.<\/b> This Arbitration Agreement will survive the termination of your relationship with Lockene.<\/p>\n

j) Modification.<\/b> Notwithstanding any provision in this Agreement to the contrary, we agree that if Lockene makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Lockene at the following address: Suite 300, 10130 103 Street NW, Edmonton, AB T5J 3N9 Canada. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).<\/p>\n

k) Confidentiality.<\/b> All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.<\/p>\n

USER DISPUTES.
<\/b>You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Lockene will have no liability or responsibility with respect thereto. Lockene reserves the right, but has no obligation, to become involved in any way with
disputes between you and any other user of the Service.<\/p>\n

GENERAL TERMS.
<\/b>These Terms of Service, together with the Lockene Privacy Policy (and related jurisdiction specific privacy notices), the Lockene Payments Terms of Service, and any other documents or guidelines incorporated by reference into these Terms of Service, constitutes the entire agreement between the parties relating to the Website, App, and\/or Service and all related activities. These Terms of Service shall not be modified except by a new posting of these Terms of Service issued by Lockene. If any part of these Terms of Service is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Lockene to exercise or enforce any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Lockene must be in writing and shall only apply to the specific instance identified in such writing. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, App, Website, or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign the Terms of Service, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Lockene\u2019s prior written consent. We may assign these Terms of Service without restriction. In the event that you acquire other businesses after the date of the Terms of Service, the employees and contractors of such businesses may constitute authorized users under the Terms of Service only if such businesses are not Lockene\u2019s customers at the time of acquisition (\u201cNon-Lockene Acquisitions\u201c<\/b>). In the event that you acquire other businesses after the date of the Terms of Service that at the time of acquisition are Lockene customers (\u201cLockene Acquisitions\u201d<\/b>), all agreements between Lockene and the Lockene Acquisitions (\u201cAcquired Entity Agreements<\/b>\u201d) shall continue in full force and effect in accordance with their terms. Nothing in this Section 24 shall be construed to allow the terms of any Acquired Entity Agreement to be assigned to or applicable to you, your affiliates, or any other business or entity. In other words, the Terms of Service may be assigned \u2018downward\u2019 to your current subsidiaries and future Non-Lockene Acquisitions, but no agreement with a Lockene Acquisition will be altered by virtue of such an acquisition or may be assigned \u2018upward\u2019 for the use of you, your affiliates or any other business or entity. You will provide prompt written notice to Lockene in the event of any Non-Lockene Acquisition or Lockene Acquisition. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words \u201cinclude\u201d and \u201cincluding,\u201d and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words \u201cwithout limitation.\u201d Notices to you may be made via either email or regular mail. The Service may also provide notices to you by displaying notices or links to notices generally on the Service. Lockene will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Lockene\u2019s reasonable control. If you have any questions about these Terms of Service or if you wish to make any complaint or claim with respect to the Website, App or Service, please<\/p>\n

contact us at:
info@lockene.us.
2093 PHILADELPHIA PIKE #2103 <\/span>CLAYMONT, DE 19703
<\/span><\/b>+1(650)550-5959<\/p>\n

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