Universal Digital Assets Software and Services

Terms of Use

These Universal Digital Assets Software and Services Terms of Use ("Terms of Use") are a legal agreement between you and Universal Digital Assets ("UDA") and Matheson Publications Inc. (MPi) concerning your use of the myCataPLAN, myCataFLOW, CataTAG, webEMS, WebServices Software and Services (as defined below). To agree to these terms, click "Sign In" If you do not agree to these terms, do not click "Sign In" and do not use the Software and Services.

1. The Software and Services are as follows:

a) UDA and MPi are the providers of the myCataPLAN Web Application Service ("myCataPLAN") (www.mycataplan.com) which is to be used for Promotion Planning to create and edit Promotion Event details (such as number of pages, list of Requirements and PromSkus per page, etc.) and selecting predefined Layout Templates to design a mockup of each Promotion Page.

b) UDA and MPi are the providers of the myCataFLOW Web Application Service ("myCataFLOW") (www.mycataflow.com) which is to be used to create, edit and catalogue Content (Product Images, Artwork and Product Descriptions, Pricing Data and Alternate Language Data, etc.) and to use the myCataPLAN Promotion Planning data to build Promotional Events including the selection of the inclusion of the Content in these Events.

c) UDA and MPi are the providers of the CataTAG Software ("CataTAG") (Adobe InDesign Add-on) which is to be used to access the selected Content stored in myCataFLOW ("myCataFLOW") to place into Page Layouts of Promotional Events.

d) UDA and MPi are the providers of the webEMS Web Application Service ("webEMS") (ems.mycataflow.com) which is to be used to create and edit Dealer Contracts for Flyer Distribution and to create and edit Flyer Distribution Logistics Details which is used to deliver flyers and track distribution costs which is then used to create Billing for Dealers.

e) UDA and MPi are the providers of the Web Services ("WebServices") to interface the data from targeted Information Systems with the myCataFLOW, myCataPLAN, webEMS and CataTAG Information Systems including publish and subscribe sessions.

2. System and Software Requirements. Use of CataTAG requires an Apple Macintosh personal computer, the CataTAG Adobe Add-On, internet access and an installed and operating version of the Adobe InDesign application software. Your ability to use CataTAG may be affected by the performance of these items. You acknowledge and agree that all such system requirements, which may be changed from time to time, are your responsibility. Further, you agree to only use myCataFLOW User accounts that you own or otherwise have been given permission to use whenever using CataTAG. For most effective use of CataTAG, high-speed Internet access is strongly recommended. UDA and MPi may cause updates to CataTAG to be downloaded onto your computer through the Adobe Add-On Service. You consent to such downloading of CataTAG and User Authenticated access to the myCataFLOW.

3. Software and Services License Terms. The myCataPLAN, myCataFLOW, CataTAG, webEMS and WebServices are collectively referred to as "Software and Services" Your use of the Software and Services is subject to your agreement to be bound by any additional software license terms that accompany the downloading or accessing of the Software and Services, all of which software license terms are incorporated in and are hereby made a part of these Terms of Use. UDA and MPi will be responsible for providing any maintenance and support services for the Software and Services that are specified in the applicable license terms, or are required under applicable law. The additional license terms below shall also apply to the Software and Services.

4.1 License Grant. If you have been granted access to the Software and Services, UDA and MPi grants you a non-exclusive right and license to use the Software and Services and the related documentation (the "Documentation") as set forth in these Terms of Use. You may use the Documentation to assist in your use of the Software and Services, but you may not make copies of the Documentation. You may not copy, transfer, transmit, sublicense or assign the rights in this paragraph, or the Software and Services or Documentation, except as expressly permitted in these Terms of Use.

4.2 Restrictions. The Software and Services contains copyrighted material, trade secrets and other proprietary intellectual property. You may not decompile, disassemble, reverse-engineer or otherwise display the Software and Services in human-readable form. You may not modify, translate, rent, lease, distribute, lend or sell the Software and Services, or the right to use it, to others. You may not remove any proprietary notices or labels on the Software and Services, to the extent that you have access to such notices or labels. You agree that the terms of this paragraph apply to the Software and Services and all portions of it, whether owned by UDA and MPi or UDA and MPi's third party licensors.

4.3 Open Source Software. The Software and Services may contain or link to certain software including without limitation "open source software" that is licensed under other software license terms ("Third Party Software"). You agree that any such additional license terms for such Third Party Software, and any other content, source code or other materials that UDA and MPi provides to you, may be provided with the Software and Services, via your access to the websites at www.mycataplan.com, www.mycataflowcom, ems.mycataflow.com or included as part of these Terms of Use.

5. Accounts. You will be required to establish a User Account ("Account") in order to use the Software and Services. You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify UDA and MPi of any unauthorized use of your Account or any other breach of security. UDA and MPi is not responsible for any losses arising out of the unauthorized use of your Account. UDA and MPi reserves the right to terminate, disable or not provide all normal features for a particular Account if UDA and MPi suspects or becomes aware of any unauthorized or unpermitted use of such Account or any part of the Software and Services.

6. Information and Privacy

6.1 Collection of Your Information. To use certain features provided by the Software and Services and when creating an Account, you may need to provide certain registration information, including personally identifiable information, to UDA and MPi ("Registration Data"). Through the Software and Services, UDA and MPi may also be able to automatically collect certain technical data about your access to the Software and Services, your computer system, and accompanying hardware or software ("Technical Data"), as well as log certain information about your use of the Software and Services ("Usage Data"). Registration Data, Technical Data and Usage Data are collectively referred to in these Terms of Use as "Account Data." You agree to provide accurate, current and complete Registration Data and to update the Registration Data as required to keep it accurate, current and complete at all times. UDA and MPi may terminate your rights to or alter the availability of any or all of the Software and Services if any Registration Data you provide is false, inaccurate or incomplete. You agree that UDA and MPi may collect, process and store the Registration Data you provide for use in maintaining your Account.

6.2 Consent. By using the Software and Services, you hereby unambiguously consent to the collection and processing of your Account Data by UDA and MPi.

7. Security. You agree that you will not attempt to, or encourage or assist any other person to, circumvent, modify, reverse-engineer, decompile, disassemble or otherwise tamper with any security technology or software that is part of the Software and Services or is used to monitor or enforce these Terms of Use. UDA and MPi may implement Digital Rights Management (DRM) or other similar security systems that contain measures designed to prevent unauthorized copying of software used with, accessed through or obtained via the Software and Services. You shall not access or attempt to access an Account that you are not authorized to access. Violations of system or network security may result in civil or criminal liability.

8. Third Party Materials and Web Sites. Certain content and services available via the Software and Services may include materials from third parties. In addition, UDA and MPi may provide links to certain third party Web sites. UDA and MPi is not responsible for examining or evaluating the content or accuracy of any such third party material or Web sites. UDA and MPi does not warrant or endorse and does not assume and will not have any liability or responsibility for any third party materials or Web sites, or for any other materials, products or services of third parties. Links to other Web sites are provided solely as a convenience to you. You agree that you will not use any third party materials in a manner that would infringe or violate the rights of any other party, and that UDA and MPi are not in any way responsible for any such use by you.

9. Intellectual Property

9.1 Ownership. The Software and Services contain proprietary information and material that is owned by UDA and MPi and/or its licensors, and is protected by applicable intellectual property and other laws, including, but not limited to, domestic and international copyright laws. You may not use such proprietary information or materials in any way whatsoever except for use of the Software and Services in compliance with these Terms of Use. No portion of the Software and Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Software and Services, in any manner, nor shall you exploit the Software and Services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. THE USE OF THE SOFTWARE AND SERVICES, EXCEPT AS EXPRESSLY PERMITTED IN THESE TERMS OF USE, IS STRICTLY PROHIBITED, INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.

9.2 Removal of Content or Features. Notwithstanding any other provision of these Terms of Use, UDA and MPi and its licensors reserve the right to change, suspend, remove or disable access to any content, features or other materials comprising a part of the Software and Services at any time without notice. In no event will UDA and MPi be liable for the removal of or disabling of access to any such content, features or materials under these Terms of Use. UDA and MPi may also impose limits on the use of or access to certain features or portions of the Software and Services, without notice or liability.

9.3 Copyright. All Software and Services logos and copyrights used in connection with the Software and Services are copyrights of the Software and Services in Canada and/or other countries. Other trademarks, copyrights, service marks, graphics, and logos used in connection with the Software and Services may be the copyrights of their respective owners. You are granted no right or license with respect to any of the aforesaid copyrights and any use of such copyrights.

10. Changes. UDA and MPi reserves the right, at any time and from time to time, to update, revise, supplement and otherwise modify these Terms of Use and the UDA and MPi Privacy Policy and to impose new or additional rules, policies, terms and conditions on your use of the Software and Services. Unless expressly stated to the contrary, such updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions (all, collectively, the "Additional Terms") will be effective immediately and incorporated into these Terms of Use. Your continued use of the Software and Services following UDA and MPi's adoption and posting of any Additional Terms will be deemed to constitute your acceptance of any and all such Additional Terms. The most recent terms of these Terms of Use and the UDA and MPi Privacy Policy are always available for viewing at http://www.mycataflow.com/catatag_eula.html, and such posted terms will show the last date such terms were updated.

11. Compliance with Laws. The Software and Services is controlled and operated by UDA and MPi from its offices in Canada. You agree to comply with all local, provincial, federal, and national laws, statutes, ordinances and regulations that apply to your use of the Software and Services.

12. Enforcement. UDA and MPi reserves the right to take steps that UDA and MPi believes are reasonably necessary or appropriate to enforce and verify your compliance with these Terms of Use.

13. Termination. These Terms of Use and all rights and licenses granted herein are effective from the time you accept these Terms of Use until these Terms of Use are terminated. You may terminate these Terms of Use at any time by permanently ceasing your use of the Software and Services. These Terms of Use will terminate immediately and without further notice if you fail to comply with any provision of them. All obligations of confidentiality and restrictions on use, and all other provisions that may reasonably be interpreted to survive termination of these Terms of Use, will survive termination of these Terms of Use, regardless of the reasons for termination. Upon termination, you agree to cease all use of the Software and Services. If you fail to comply with any of the provisions of these Terms of Use, including, but not limited to, failing to provide UDA and MPi with accurate and complete Registration Data, failing to keep your Registration Data private, or infringing or otherwise violating the rights of any third party, UDA and MPi, at its sole discretion, without notice to you may: (i) terminate these Terms of Use; (ii) terminate all rights of your Account; and (iii) preclude you from accessing the Software and Services or any part of it.

14. DISCLAIMER OF WARRANTIES AND LIABILITY LIMITATIONS

14.1 SERVICE INTERRUPTIONS. UDA AND MPI DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SOFTWARE AND SERVICES, WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT, FROM TIME TO TIME, UDA AND MPI MAY REMOVE OR SUSPEND THE SOFTWARE AND SERVICES FOR INDEFINITE PERIODS OF TIME FOR MAINTENANCE PURPOSES. FURTHER YOU ACKNOWLEDGE THAT UDA AND MPI'S CONTINUED PROVISION OF THE SOFTWARE AND SERVICES RELIES UPON THE GENERAL OPERATION OF THE INTERNET AND WORLD WIDE WEB AND CERTAIN FACTORS NECESSARY FOR THE CONTINUOUS OPERATION OF THE INTERNET AND WORLD WIDE WEB ARE BEYOND UDA AND MPI'S CONTROL.

14.2 NO WARRANTIES FOR SOFTWARE AND SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE AND SERVICES IS AT YOUR SOLE RISK. THE SOFTWARE AND SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

14.3 DISCLAIMER OF CERTAIN DAMAGES. IN NO CASE SHALL UDA AND MPI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SOFTWARE AND SERVICES, OR FOR ANY OTHER CLAIM THAT IS RELATED IN ANY WAY TO YOUR USE OF THE SOFTWARE AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR FEATURE POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOFTWARE AND SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME PROVINCES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH PROVINCES AND JURISDICTIONS, UDA AND MPI'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

14.4 DISCLAIMER OF LOSSES AND INTRUSIONS. UDA AND MPI DOES NOT REPRESENT OR GUARANTEE THAT THE SOFTWARE AND SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND UDA AND MPI DISCLAIMS ANY LIABILITY RELATING THERETO.

14.5 INFORMATION. UDA AND MPI WILL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SOFTWARE AND SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK. UDA AND MPI HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

15. WAIVER AND INDEMNITY. BY USING THE SOFTWARE AND SERVICES, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS UDA AND MPI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THESE TERMS OF USE, YOUR USE OF THE SOFTWARE AND SERVICES, OR ANY ACTION TAKEN BY UDA AND MPI AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THESE TERMS OF USE OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THESE TERMS OF USE HAS OCCURRED.

16. Governing Law and Venue. These Terms of Use and your use of the Software and Services are governed by the laws of the Province of Ontario, without reference to its conflicts of law rules. Your use of the Software and Services may also be subject to other local, provincial, national or international laws. You expressly agree that exclusive jurisdiction and venue for any claim or dispute with UDA and MPi or relating in any way to your use of the Software and Services resides in the province or federal courts of Waterloo, Ontario. You hereby irrevocably consent to the personal and exclusive jurisdiction and venue of these courts.

17. Licensee Outside Canada. If you are located outside Canada, then you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software and Services, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

18. Miscellaneous. These Terms of Use constitute the entire agreement between you and UDA and MPi concerning your use of the Software and Services, and they supersede any prior agreements between you and UDA and MPi concerning the Software and Services. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. UDA and MPi's failure to enforce any right or provision in these Terms of Use will not constitute a waiver of such provision, or any other provision of these Terms of Use. Waiver of a breach shall not waive the right to enforce any subsequent breach under these Terms of Use. UDA and MPi will not be responsible for failures to fulfill any obligations due to causes beyond its control. If you have any questions regarding this Agreement, you may contact UDA and MPi at the address appearing on UDA and MPi's website at http://mycataflow.com/.

If you have any questions about the foregoing, please contact us at the following e-mail address: info@digital-assets.com.

© Matheson Publications Inc. 2016

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