Customer Terms & Conditions


(Last Updated April 14, 2022)

This AltFee Services Customer Agreement (“Agreement”) governs use of AltFee Services by a
Customer, including early adopter beta testing and free trials. By clicking the ‘accept box’,
electronically signing this Agreement, executing an order confirmation that references this
agreement, or starting to use AltFee Services, the Customer agrees to all the terms of this
Agreement.

In the event that an additional or new AltFee Service is introduced, or an existing AltFee Service is
altered, the terms in this Agreement shall continue to apply and shall be amended only to the extent
they are in direct conflict with the existing terms and conditions, AltFee will advise the Customer
prior to the alteration of the AltFee Services. By continuing to use the AltFee Services, the Customer
will be deemed to have agreed to such amendments.


1. DEFINITIONS
“Account” means any statement setting out the fees owed by the Customer to AltFee, including
without limitation fees relating to the number of Authorized Users of AltFee Services.

“AltFee” means AltFee Solutions Inc., 201-3053 Edgemont Blvd. North Vancouver, British Columbia
V7R 2N5, with a contact email address of info@AltFeeco.com.

“AltFee Services” means the online, web-based, mobile-based applications and platforms made
available by AltFee, but excluding Third-Party Applications.

“Authorized Users” means those individuals who are employed or are under contract with the
Customer, who have been permitted and authorized to access and use AltFee Services, and who
have been supplied password protected user identifications by the Customer.

“Customer Data” means data, information and content provided by the Customer or its Authorized
Users, including User Profiles.

“Feedback” means any comments, recommendations, suggestions, enhancements and other
feedback provided or disclosed at any time by the Customer, or the Authorized Users, in any form,
medium and for any purpose, relating to the functionality or features of AltFee Services or
accessing, using, operating or exploiting AltFee Services.

“Order Statement” means the order document, confirming email or any other form of
communication that AltFee provides to the Customer to confirm the Customer’s registration for the
AltFee Services.

“Privacy Policy” means the policy of AltFee with respect to the privacy of all information and data in
respect of AltFee Services as posted and amended from time to time on the AltFee website,
including AltFee’s Cookie Policy.

“Taxes” means all taxes, levies, duties or similar governmental assessments of any nature, including
but not limited to value-added, sales, use and withholding taxes, assessable by any local, state,
provincial, and federal jurisdiction or entity, excluding only taxes imposed on the net income of
AltFee.

“Third-Party Apps” means online web-based or mobile-based applications and offline software
products provided by third parties that operate with or may be used in conjunction with AltFee
Services.

“Trial Services” means those AltFee Services provided to the Customer for a limited time at no
charge, solely for evaluation purposes.

“User Account” means an account that is set up within the AltFee Services under a unique name,
containing the User Profile of an individual who may or may not be an Authorized User.

“User Profile” means personal information about an individual having been employed or engaged as
contractor by the Customer, that is provided to AltFee during registration or thereafter.


2. TRIAL SERVICES AND FREE SERVICES

2.1 Trial Period.

AltFee may make one or more AltFee Services available to the Customer on a trial basis, free of
charge, for the Customer to access and use solely the AltFee Services for evaluation purposes, for a
period of time which will be solely at the discretion of AltFee.

2.2 Terms and Conditions.
Even though certain terms and conditions of this Agreement may refer only to AltFee Services, such
provisions shall also apply as applicable to the Customer’s access and use of the Trial Services.

2.3 Limited Functionality.
The Trial Services may be limited in various ways as compared to the scope of the AltFee Services,
such as no implementation or support assistance, limits on number of User Accounts and disabled
or limited customization, functionality and features.

2.4 Data Loss.
All Customer Data that has been entered and any customizations made to AltFee Services when
using Trial Services may be permanently lost unless the Customer continues with the AltFee
Services after the Trial Services terminate.

2.5 Exclusion of Warranties.
All Trial Services are provided “as-is”, without any promises, warranties or guarantees.

3. ALTFEE SERVICES

3.1 Registration.
A description of the AltFee Services available for purchase is set out at the time of registration. The
Customer may register for the standard set of AltFee Services, or the Customer may subscribe to an
enhanced or customized level of AltFee Services that AltFee may offer from time to time. AltFee is
committed to continually improving and enhancing the AltFee Services and may need to modify, add
to or delete certain features and/or functionality of the AltFee Services. AltFee will use reasonable
efforts to give the Customer advance notice of any changes. The Customer acknowledges its
registration for the AltFee Services is not contingent on the implementation of any future
functionality or features of AltFee Services, even if AltFee has publicly or privately discussed or
announced the intent or likelihood of such functionality or features being implemented.

3.2 Authorized Users.
The Customer shall manage and be responsible for ensuring the security, confidentiality and
authorized use of any Authorized User identifications and passwords. The Customer shall at the
request of AltFee provide to AltFee accurate, complete and updated information about the
Authorized Users, and AltFee shall have the right to determine or verify this information directly
through its systems. AltFee reserves the right, based on its reasonably held belief, to at any time
deny registration of any individual as an Authorized User who does not qualify to be an Authorized
User, and to revoke the registration of any individual who has continually or on multiple occasions
failed to comply with the terms and conditions of this Agreement either as the Customer’s
Authorized User or as an Authorized User of any other organization. The Customer may not allow any
person to share or use an Authorized User’s purchased User Account to access or use AltFee
Services, except for the Authorized User that is the subject of the User Account.

3.3 Availability of AltFee Services.
AltFee will use commercially reasonable efforts to make the AltFee Services available 24 hours a day,
7 days a week, except for planned downtime which will be communicated to the Customer in
advance. The AltFee Services may be unavailable due to circumstances beyond control of AltFee,
including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest,
acts of terror, pandemics, strikes or other labor problems, or power, communication or internet
service provider failures or delays. AltFee has the right to immediately suspend access to the AltFee
Services, in whole or in part.

3.4 Customer Support.
AltFee shall provide to the Customer ongoing support for the AltFee Services, which support may
only be accessed through such methods as AltFee determines is appropropriate from time to time;
and where the level of support may vary from Customer to Customer depending on the AltFee
Services the Customer has agreed to.

3.5 Non-exclusivity of Services.
Nothing in this Agreement shall preclude AltFee from offering the same or similar AltFee Services to
any other party.

4. USE OF ALTFEE SERVICES

4.1 Authorized Use.
The Customer may only use the AltFee Services in association with the Customer’s normal business
activities and purposes. The Customer shall not sell, lease or licence the whole or any part of the
AltFee Services, or the intellectual property in respect thereof, or charge any fee for the AltFee
Services, or copy, frame or mirror any part or content of the AltFee Services or in any way make
unauthorized use of the AltFee Services. AltFee shall have the right to monitor use of the AltFee
Services by the Customer and the Authorized Users to ensure that such usage is in accordance with
this Agreement.

4.2 Unlawful Activities.
The Customer will not use the AltFee Services to store or transmit infringing, libelous, unlawful or
tortious material, or to store or transmit material in violation of privacy or other rights of any person,
or to harass, abuse, stalk, threaten or impersonate any person, or as part of any criminal activities.

4.3 Systems Security and Spam.
The Customer will not use the AltFee Services to store or transmit viruses, worms, time bombs,
Trojan horses and other harmful or malicious code, or to transmit spam or phishing messages. The
Customer will not interfere with or disrupt the integrity or performance of AltFee Services or data
contained therein, or attempt to gain unauthorized access to the systems or networks that provide
AltFee Services.

4.4 Compliance by Authorized Users.
The Customer will be responsible for ensuring that each Authorized User is aware of and has
accepted the terms and conditions of this Agreement prior to being granted access to the AltFee
Services as an Authorized User, and the Customer will monitor the use of the AltFee Services and
ensure compliance by all Authorized Users with the terms and conditions of this Agreement.

4.5 Customer Data and Privacy.
AltFee will have no obligation to monitor, examine or evaluate the content, accuracy, completeness,
timeliness, validity, copyright compliance, legality or any other aspect of the Customer Data, or to
screen any of the Customer Data. The Customer shall be solely responsible for obtaining all authority
and consents for uploading and using the Customer Data with the AltFee Services, the accuracy,
integrity and legality of the Customer Data, the means by which the Customer Data is acquired and
kept current, and the manner of use of the Customer Data with the AltFee Services by Authorized
Users. AltFee will backup its database regularly as protection against any disaster. AltFee does not
provide any other backup or any data recovery or reconstruction services. To the extent that any of
the User Profiles or other Customer Data is personal information, then AltFee will deal with it in
accordance with the Privacy Policy, which is incorporated into the terms and conditions of this
Agreement. The Customer consents to AltFee using any of the Customer’s anonymized data,
statistics and any other information, in any way to enhance AltFee Services for the benefit of the
customers of AltFee.

4.6 Usage Limitations.
AltFee Services may be subject to usage limitations, such as limits on data storage space, on the
number of calls the Customer is permitted to make for support, and on the number of API calls or
other automated transactions that the Customer is able to make. Such limitations, if any, will be
specified on the AltFee website or in the Order Statement. AltFee may advise the Customer from
time to time of changes or additions to such limitations.

4.7 Customer’s Equipment.
The Customer is solely responsible for obtaining, operating, maintaining and keeping secure, all
computers, equipment, mobile devices and communication services required to access the AltFee
Services through the internet, and all expenses related thereto will be borne by the Customer.

5. THIRD-PARTY APPLICATIONS

5.1 Third-Party Apps.
Any acquisition or use by the Customer of third-party products or services, including Third-Party
Apps, and any exchange of data between the Customer and any third-party provider, is solely
between the Customer and the applicable third-party provider. AltFee is not responsible for, and
does not warrant, support or assume any liability for, any third-party products or services, whether
or not AltFee has advised that they operate with or can be used in conjunction with AltFee Services.
Any recommendations, references or links that AltFee may provide to Third Party Applications, or
other products or services, are provided solely as a convenience to the Customer.

5.2 Disclosure of Customer Data.
If the Customer installs or enables Third-Party Apps to inter-operate with or be used in conjunction
with AltFee Services, AltFee may allow providers of such Third-Party Apps to access the Customer
Data as required for the inter-operation or use of such Third-Party Apps with the AltFee Services.
AltFee shall not be responsible for any disclosure, modification or deletion of the Customer Data
resulting from any such access by Third-Party Application providers.

5.3 Availability of Third-Party Apps.
Certain AltFee Services features may inter-operate with services provided by third parties, and
depend on the continuing availability of the API and program from such third parties for use with the
AltFee Services. If these third parties cease to make their API or program available on reasonable
terms for the AltFee Services, AltFee may cease providing such AltFee Service features without
entitling the Customer to any refund, credit, or other compensation.

6. FEES AND PAYMENT

6.1 Customer Fees.
In order to access and continue receiving the AltFee Services, Customers with paid subscriptions
will provide AltFee with a valid credit card for payment of the applicable subscription fees before
receiving access to AltFee Services.

6.2 Invoicing and Payment.
Customers with monthly paying subscriptions will be charged upon being given access to the AltFee
Services. Customers with monthly subscriptions will thereafter be charged in advance on each
monthly anniversary date of the initial subscription charge. Customers with annual subscriptions
will thereafter be charged annually on the anniversary date of the initial subscription charge.
Subject to any money back guarantees, all charges are final and non-refundable.
All payments may be independently processed through third-party services; accordingly, AltFee
may not collect or receive any credit card information, but will receive notice once payment has
been successfully completed. Any costs or fees resulting from the failed or refused payment shall be
borne by the Customer.

6.3 Fee Changes.
AltFee has the right to change the fee amounts for the AltFee Services, and if AltFee decides to do
so AltFee will give the Customer at least 30 days notice in advance of any fee changes.

6.4 Overdue Charges.
If any charges are not paid by the Customer by the due date, then interest will accrue at the rate of
1.5% per month on the outstanding balance, until the charges are paid in full.

6.5 Suspension of Services.
If any amount becomes overdue, AltFee may, without limiting any other rights or remedies, suspend
access to the AltFee Services until such amounts are paid in full.

6.6 Taxes.
The Customer is responsible for paying to AltFee all Taxes associated with the AltFee Services which
amounts are in addition to the fees for AltFee Services. If AltFee has the legal obligation to pay or
collect Taxes for which the Customer is responsible, the applicable amount shall be invoiced to and
paid by the Customer, unless the Customer provides AltFee with a valid tax exemption certificate
authorized by the appropriate taxing authority.

7. PROPRIETARY RIGHTS

7.1 Ownership and Rights.
AltFee Services contain proprietary content, information and material owned by AltFee or its
licensors, and is protected by applicable intellectual property law. AltFee owns all rights, title and
interest in and to the software and other technologies that are used to create the AltFee Services,
including all related intellectual property rights. No rights or interests are granted to the Customer
other than the limited rights expressly licensed to the Customer to access and use the AltFee
Services in accordance with this Agreement. All rights, title and interest in and to each improvement
made by AltFee to the AltFee Services and the software and technologies that are used in the AltFee
Services, are owned exclusively by AltFee, even if such improvement was based on Feedback
provided by the Customer or its Authorized Users or any other party.

7.2 Rights Notices.
The Customer shall not remove, obscure, or alter the AltFee copyright notice, trademarks, or other
proprietary rights notices, if any, displayed by or accessed in conjunction with or through the AltFee
Services.

7.3 Restrictions.
The Customer shall not create any derivative works based on the AltFee Services, or use the AltFee
Services or the trade secrets or software of AltFee in any way as part of, or to build, a competitive
product or service.

7.4 Ownership of Customer Data and User Profiles.
Subject to the terms of this Agreement, the Customer will exclusively own all rights, title and
interest in and to all of the Customer Data.

7.5 Feedback.
The Customer hereby grants AltFee a perpetual, royalty-free, paid-up, worldwide, transferable,
sub-licenseable, irrevocable right and license to use for any purpose, incorporate into AltFee
Services and/or make available to any person, all Feedback provided by the Customer, including the
Authorized Users.

8. CONFIDENTIALITY

8.1 Confidential Information.
As used in this Agreement, ”Confidential Information” means all confidential information disclosed
by a party (”Disclosing Party”) to the other party (”Receiving Party”), whether orally, in writing, by
visual representation, delivery of items, or granting access to the information, that is designated as
confidential or that reasonably should be understood to be confidential given the nature of the
information and the circumstances of disclosure. Confidential Information provided by the Customer
includes the Customer Data, and Confidential Information includes all information related to or
connected with the AltFee Services. The terms and conditions of all Order Statements are deemed
to be Confidential Information. Confidential Information shall not include any information that (i) is or
becomes generally known to the public without breach of any obligation owed to the Disclosing
Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without
breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without
breach of any obligation owed to the Disclosing Party, or (iv) is independently developed by the
Receiving Party.

8.2 Protection of Confidential Information.
Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the
same degree of care that it uses to protect the confidentiality of its own confidential information of
like kind (but in no event less than reasonable care) to not disclose any Confidential Information of
the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving
Party shall limit access to Confidential Information of the Disclosing Party to those of its employees,
contractors and agents who need such access for purposes consistent with this Agreement and
who are bound by confidentiality obligations with the Receiving Party containing protections no less
stringent than those herein.

8.3 Customer Data Protection.
AltFee shall maintain appropriate administrative, physical, and technical safeguards for protection of
the security, confidentiality and integrity of the Customer Data. AltFee shall not modify the
Customer Data or access the Customer Data except (i) to provide the AltFee Services, (ii) to prevent or
address service or technical problems, (iii) as required for customer support matters, (v) for the
purpose of collecting and anonymizing the Customer Data, or (iv) with prior approval of the
Customer. AltFee will attempt to notify the Customer as soon as reasonably possible after AltFee
becomes aware of an actual or suspected breach of the security of the Customer Data stored by
AltFee.

8.4 Disclosure.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled
by operation of law to do so.

9. WARRANTIES AND DISCLAIMERS

9.1 AltFee Warranty.
AltFee warrants that the AltFee Services shall, during normal use, conform substantially to the
material specifications described on the AltFee website, subject to the provisions of this Agreement.
The Customer acknowledges and AltFee does not warrant that the AltFee Services will meet all of
the Customer’s requirements, that they will be uninterrupted or error-free, that any specific
functionality or feature of the AltFee Services will always continue to be made available, that all
defects in the AltFee Services will be corrected, or that the AltFee Services will be compatible or
work with any Third-Party Apps or services.

9.2 Disclaimer.
Except as expressly provided in this Agreement, the AltFee Services, are provided “as is” and AltFee
makes no other warranties of any kind, whether express, implied, statutory, or otherwise with
respect to the AltFee Services, and disclaims all implied warranties of merchantability,
non-infringement and fitness for a particular purpose and by the Customer agreeing to the terms
and conditions of this Agreement, the Customer waives any rights it may have to claim such
warranties.

9.3 Alternative Fee Arrangements.
AltFee makes no other warranties of any kind, whether express, implied, statutory, or otherwise with
respect to the statutory or regulatory obligations relating to the provision of alternative fee
arrangement fees in the jurisdiction of the Customer, and the Customer is solely responsible to
ensure it is compliant with all laws and regulations, and waives any claim against AltFee in respect
thereof.

9.4 Placeholder Fee Amounts.
AltFee makes no other warranties of any kind, whether express, implied, statutory, or otherwise with
respect to the sample prices provided within AltFee Services, as any prices provided are mere
placeholders for ease of readability and do not in any way represent a suggestion from AltFee as to
what is a fair, reasonable or suggested price.

10. INDEMNIFICATION BY CUSTOMER

10.1 Indemnification by the Customer.
The Customer indemnifies and holds harmless AltFee in respect of any claim, demand, suit or
proceeding (“AltFee Claim”) made or brought against AltFee by a third party alleging that the
Customer Data, or the use of the AltFee Services is in violation of this Agreement, infringes or
misappropriates the rights of a third party or violates applicable law, and further indemnifies AltFee
for any damages awarded against, and for reasonable attorney’s fees incurred by AltFee, in
connection with any such AltFee Claim, provided that AltFee promptly give the Customer written
notice of the AltFee Claim.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability.
Notwithstanding any other provision of this Agreement, in no event shall AltFee’ aggregate liability
to the Customer and the Authorized Users, whether in contract, tort or under any other liability,
exceed the total amount paid by the Customer under this Agreement in the 12 months preceding the
incident.

11.2 Exclusion of Consequential Damages.
In no event shall either party have any liability to the other party for any indirect, special, incidental,
consequential or punitive damages, including but not limited to damages for loss of profit, revenue
or any other loss arising out of the use of or inability to use the AltFee Services or any defects in the
AltFee Services, or the cost of recreating or replacing lost or corrupted data, however caused and
under any liability, whether in contract, tort (including negligence) or strict liability, and whether or
not the party has been advised of the possibility of such damages.

12. TERM AND TERMINATION

12.1 Termination.
A party may terminate this Agreement at any time by written notice to the other party, where such
written notice will provide immediate termination. All charges will be prorated to the date of
termination.

12.2 Maintaining Customer Data.
On the termination of the AltFee Services, the Customer Data will be disabled and the Customer can
no longer add or manage the Customer Data.

12.3 Survival.
The terms and conditions of this Agreement shall survive any termination or expiration of this
Agreement.

13. GENERAL

13.1 Governing Law.
This Agreement shall be governed by the laws of the Province of British Columbia, Canada.

13.2 Notice.
Except as otherwise specified in this Agreement, all notices, consents, permissions and approvals
hereunder shall be in writing and shall be deemed to have been given upon the day of delivery, or the
first business day after sending by email. Notices to the Customer shall be addressed to the
administrator designated by the Customer in its registration, and notices from the Customer to
AltFee must be given to the address in this Agreement.

13.3 Venue.
Any claim or dispute between the Customer and AltFee that arises in whole or in part from this
Agreement or the AltFee Services shall be decided by a court of competent jurisdiction located in
the Province of British Columbia, Canada which shall have exclusive jurisdiction for such claim or
dispute.

13.4 Waiver of Jury Trial.
Each party waives any right to jury trial in connection with any legal action or litigation in any way
arising out of or related to this Agreement or the AltFee Services.

13.5 Export Compliance.
Each party shall comply with the export laws and regulations of the applicable jurisdictions in
providing, accessing and using the AltFee Services.

13.6 Relationship of the Parties.
The parties are independent contractors, and this Agreement does not create a partnership,
franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.7 No Third-Party Beneficiaries.
There are no third-party beneficiaries to this Agreement.

13.8 Waiver and Cumulative Remedies.
No failure or delay by either party in exercising any right, power or remedy under this Agreement
shall constitute a waiver of that right, power or remedy. Other than as expressly stated in this
Agreement, the remedies provided are in addition to, and not exclusive of, any other remedies of a
party at law or in equity.

13.9 Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

13.10 Assignment.
The Customer may not assign or transfer any of its rights or obligations hereunder, whether by
operation of law or otherwise, without the prior written consent of AltFee (not to be unreasonably
withheld), and any such attempted transfer or assignment without consent shall be null and void.
Subject to the foregoing, this Agreement shall bind and enure to the benefit of the parties, their
respective successors and assigns.

13.11 Amendment.
No modification, amendment, or waiver of any provision of this Agreement shall be effective except
as provided in the AltFee Agreement.

13.12 Customer Reference.
AltFee shall have the right to disclose the Customer as a customer that is using AltFee Services.

13.13 English Language.
This Agreement is in the English language only, which language shall be controlling in all respects,
and any versions in any other language shall not be binding on the parties. All communications and
notices to be made or given pursuant to this Agreement shall be in the English language.

13.14 Entire Agreement.
This Agreement, including any exhibits and addenda, the Privacy Policy on the AltFee website, the
Order Statement and the Accounts, constitute the entire agreement between the parties and
supersedes all prior and contemporaneous agreements, proposals or representations, written or
oral, concerning the subject matter of the AltFee Agreement.