In addition to the terms defined elsewhere in this Agreement, the terms below will have the following meanings as used throughout this Agreement.

• 'Agreement' refers to this Terms of Use Agreement, any applicable Specific Additional Service Terms, and any posted rules, policies, or guidelines applicable to OAKI or the Services, all of which are incorporated by reference.
• Authorized User(s)' means a Subscriber's employees and Guest Collaborators who are authorized to access OAKI and use the Services on behalf of the applicable Subscriber.
• Cardholder Data' means a payment card holder's primary account number, and where a full unmasked payment card number is present, any of the payment card holder's name, expiration date, and/or service code.
• Guest Collaborator' means a Person, other than a Subscriber's employee, such as an independent contractor or agent of the Subscriber, who is authorized to access certain parts of OAKI on behalf of the Subscriber.
• Law(s)' means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, provincial, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
• Person' means an individual (including a sole proprietor), corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
• Service' and “Services” mean our online financial services and other small business-related services, our Support, and any Additional Services we offer through OAKI from time to time.
• Site' means this website (www.OAKI.com), all related webpages, and all related websites operated by applicable subsidiaries of OAKI Inc., but does not include any third-party websites which are linked to or may link from the Site whether or not such third-party websites are used in connection with the Services.
• Subscriber' means any Person who maintains an account with us through which that Person or its Authorized Users access OAKI or use the Services.
• Support' means any technical support and assistance we provide to Users.
• User(s)' means any Subscriber, Authorized User, or other Person who visits, accesses, or uses OAKI or the Services.
• OAKI' means the Site and all mobile applications or any other software or applications that are associated with the Site or Services.
• You' and 'your' means any Person who visits the Site or uses OAKI or the Services, whether such Person is a Subscriber, Authorized User, or other User.

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

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

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

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

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

You shall only access the information stored using OAKI or the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to civil liability, criminal liability, or both.

You shall not publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or could reasonably be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or that any reasonable individual would consider objectionable on grounds of good conscience.

No User shall use any means to restrict or prevent another User from accessing or enjoying OAKI.

You are not permitted to upload information or other content to OAKI that you reasonably ought to know infringes on the intellectual property rights of others, or that places unnecessary load so as to affect the performances of OAKI, the Services or our systems and equipment. You may not use OAKI and the Services in a manner which could block access to, impair, damage or otherwise disable OAKI or any of our servers or other equipment. You may not attempt to gain unauthorized access to OAKI or to any other Subscribers’ accounts, computer systems or networks through any means such as password mining, keystroke logging or hacking. You shall not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable Laws.

You may not lease, sell, pledge, sublicense, assign or otherwise deal with OAKI or the software belonging to OAKI in a manner that is inconsistent with our intellectual property rights in and to OAKI and the Services.

You may not promote any commercial interest, falsify or delete any information on OAKI, collect personal information without express authority to do so, violate any applicable Laws, create a false identity or utilize OAKI under false pretenses.

OAKI may terminate your subscription, this Agreement and your use of OAKI and the Services at any time and for any reason, with or without notice, if you breach this Agreement or we suspect you of fraud or suspect that your OAKI account has been compromised in any way.

If you are an entity, OAKI may also terminate your subscription, this Agreement and your use of OAKI, if you: (i) become insolvent or admit your inability to pay your debts generally as they become due; (ii) become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, which is not fully stayed within 10 business days or is not dismissed or vacated within 30 days after filing; (iii) are dissolved or liquidated or take any corporate action for such purpose; (iv) make a general assignment for the benefit of creditors; or (v) have a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of your property or business.

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

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

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

When using OAKI or the Services, you may be directed to websites maintained by other third-party service providers. In addition, some of the functionality of the Services and OAKI interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Google.

The availability of such third-party services (including their APIs) in connection with OAKI does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third-party provider or its products or services. If at any point such third-party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third-party services or any of our Services (that are dependent on such third-party services) without providing you with any refund, credit or other compensation. Your only recourse is to terminate your subscription and cease using OAKI and the Services.

You acknowledge that such third-party sites and services are completely independent of OAKI and as we have no control over them, we accept no liability in respect of your use, ability or inability to use any third-party sites or services or the content of such sites or services. You acknowledge that any use of the products and services offered by such third-party services providers (e.g., for the purposes of payment processing, direct deposit services, payroll tax return preparation, filing and government remittances) will be at your sole risk. You acknowledge that use of such third-party service providers and their websites and services is, except where prohibited or modified by applicable Law, subject to the terms, conditions and policies established by the third-party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any liability or loss arising out of your use of, or inability to use, the products and services of third-party service providers whether or not such use is ancillary to your use of OAKI. If you authorize us to do so, we may grant third parties' access to some or all (depending on the permission you give) of your private data, content and information in your OAKI account through our own API for use in connection with their services. However, we may at any time in our discretion and without notice to you, discontinue providing our API to such third-party services, without providing you with any refund, credit or other compensation. Your only recourse is to terminate your subscription, this Agreement and cease using OAKI and the Services.

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

You and your Authorized Users are responsible for maintaining the confidentiality and security of usernames, passwords and other access credentials which allow the use of OAKI and access to the Services. You understand and agree that you are liable for unauthorized use of your account.

You and we expressly acknowledge and agree that this Agreement and all related agreements, schedules, materials, licenses and policies are to be drafted in the English language only.

THE SITE AND ALL MATERIALS AND CONTENT ON AND AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. OAKI makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement of intellectual property or other violation of rights, and any warranty arising out of course of dealing, usage, or trade. OAKI does not warrant that the Site or any portion of the Site, or any materials or content offered through the Site, are accurate, complete, or current, or will be uninterrupted, secure, or free of errors, viruses, or other harmful components; and OAKI does not warrant that any of those issues will be corrected. OAKI may make changes to the Sites at any time without notice, including by limiting or discontinuing certain features of the Sites. OAKI does not, however, make any commitment to update the Sites. OAKI will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. OAKI does not disclaim any warranty or other right that OAKI is prohibited from disclaiming under applicable law.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND ALL USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE OAKI PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, OR COSTS OF ANY NATURE OR KIND (COLLECTIVELY, A 'CLAIM') WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED IN ANY MANNER WHATSOEVER WITH THIS AGREEMENT OR THE USE, OR INABILITY TO USE, OAKI OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, (I) THE PRO NETWORK AND THIRD-PARTY SERVICES; (II) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; OR (III) LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS REGARDLESS OF WHETHER ANY SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE OAKI PARTIES BE LIABLE TO YOU, ANY USERS, OR ANY THIRD-PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, OAKI OR THE SERVICES, EVEN IF THE OAKI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT OR OTHERWISE. ACCESS TO, AND USE OF, OAKI AND THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.

SOME JURISDICTIONS INCLUDING STATES SUCH AS NEW JERSEY IN THE UNITED STATES, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF YOU LIVE IN ONE OF THESE JURISDICTIONS, THE ABOVE LIMITATION OR EXCLUSION DOES NOT APPLY TO YOU.

OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OAKI PARTIES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING OAKI OR THE SERVICES. WITHOUT LIMITING THE PRECEDING SENTENCE, YOU AND ALL

USERS AGREE THAT ANY IMPLIED WARRANTIES SUCH AS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM YOUR LICENSE AND USE OF OAKI AND THE SERVICES

SOME JURISDICTIONS, INCLUDING NEW JERSEY IN THE UNITED STATES, DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES. IF YOU LIVE IN ONE OF THESE JURISDICTIONS, THE ABOVE LIMITATIONS DO NOT APPLY TO YOU AND IN SUCH CASE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW FROM THE DATE YOU FIRST ACCESSED OR USED OAKI OR THE SERVICES.

YOU AND THE USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT OAKI AND THE SERVICES ARE PROVIDED ON AN 'AS IS' BASIS AND YOU AND THE USERS AGREE TO USE OAKI, THE SERVICES, ANY THIRD-PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO OAKI OR THE SERVICES AT YOUR OWN RISK. YOU AND THE USERS AGREE TO DETERMINE THE SUITABILITY OF OAKI AND SERVICES FOR THE INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING OAKI AND THE SERVICES.

The website www.OAKI.com, and the name OAKI are properties of OAKI Inc., a corporation incorporated in the state of Delaware, United States.

If you reside in the United States, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the Laws of the state in which you accepted this Agreement, except as otherwise provided in the Arbitration Provision. Otherwise, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of Law or conflicts of Law principles that would require application of the Law of a different jurisdiction.

If you have questions, contact us at [email protected]