Effective Date: Mar 26, 2018

User's Acknowledgment and Acceptance of Terms

Questalia Inc. (hereinafter, "Questalia," "us," or "we") is the owner and provider of (i) the website Lexper.com ("Website"), (ii) the Lexper API service, and/or other platforms (each, an "Application," and collectively, the "Applications"), and (iii) various related services (collectively, the Website, Applications and any related services, including updates and new versions, will be referred herein to as the "Services") to you, an individual person who is accessing the Website, using the API, or otherwise accessing or using our Services (you will be referred to herein as the "User," or simply as "you"). The Services are provided to you subject to your compliance with all the terms and conditions contained in these Terms and Conditions of Use for 'Lexper' Website and Branded Applications (hereinafter, these "Terms of Use"), as well as in our Privacy Policy, which is hereby incorporated herein in full, and made part of these Terms of Use.

BY COMPLETING THE REGISTRATION PROCESS, USING OR ACCESSING OUR SERVICES, OR ACCESSING ANY CONTENT THROUGH OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, YOU HAVE NO RIGHT TO USE OR ACCESS ANY OF OUR SERVICES. YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON YOUR COMMENCEMENT OF ACCESS TO OR USE OF ANY OF OUR SERVICES.

If you are registering an account with us, or using the Services on behalf of an employer or entity, you agree that you are authorized to bind such entity to these Terms of Use.

As used in these Terms of Use, references to our "Affiliates" include our owners, directors, officers, employees, subsidiaries and affiliated companies.

For purposes of these Terms of Use, the term "content" is defined broadly to mean any information, data, communications, software, text, documents, photos, video, graphics, music, sounds, and other materials that can be viewed or experienced by a User of our Services.

IMPORTANT NOTICE: THESE TERMS OF USE ARE SUBJECT TO ARBITRATION AS SET FORTH IN SECTION 17 AND TO A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 18.

Description of Services

We make various types of services available through our Website and API including, but not limited to, content scraping, text classification, and other like services. You are responsible for providing, at your own expense, all equipment necessary to use the Services, including a computer or mobile device, and Internet access. You are solely responsible for any fees, including Internet connection or mobile fees that you incur when accessing the Services.

Questalia is not obligated to maintain, support, update or upgrade the Services or any part thereof. We reserve the sole right to either modify or discontinue the Services, or any of the features, at any time without notice to you. We will not be liable to you or any third party should we exercise such right. We may, from time to time, update the Services, or disable access to the Services for any period of time, or permanently, in our sole discretion. Any new features that update, augment or enhance the Services shall also be subject to these Terms of Use.

Registration and Payment

You may use the Services without registration, but in order to take advantage of some aspects of the Services, you will need to register for an account either through this site or via a third party like Mashape. In order to access some of the Services, you may be required to create an account having a user-name and password by completing our registration form, and providing the necessary registration information (the "Registration Data"). By registering, you agree that all Registration Data you provide to us is true and accurate and that you will maintain and update this information in order to keep it current, complete, and accurate. You are responsible for maintaining the confidentiality of your Registration Data, including your user name and password. We are not responsible for any misuse of your account by third parties with whom you have shared your Registration Data, and you agree to indemnify us and hold us harmless for any claims that may be made against us arising from the use of your account by others with whom you have shared your Registration Data as if such use were your own.

Our API Service is currently available via third-party tool Mashape. This tool requires you to sign in using information (such as your user name and password) and provide your payment info. All your sign-in and payment information will be stored with Mashape. Please be aware that such third-party services are unrelated to Lexper, and that your use of Mashape is subject to their terms and policies. If you access the Services through third-party service Mashape, you are allowing Lexper to access data in your third-party service account. You represent and warrant to us that you are entitled to disclose your third-party service account login information to us and/or grant us access to your third-party service account without breach by you of any of the terms and conditions that govern your use of the applicable third- party service, and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third-party service providers.

We reserve the right to change our Services fee, quotas, plans and any other plan settings at any time. We will provide a notice via our site, Mashape, or our social media channels.

YOU ACKNOWLEDGE AND AGREE THAT YOUR RELATIONSHIP WITH THE THIRD- PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY SERVICE ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS, AND WE DISCLAIM ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO US BY SUCH THIRD PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD PARTY SERVICE ACCOUNTS.

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. You may not share your account or password with anyone, and you agree to notify us immediately of any unauthorized use of your account or password or any other breach of security. The information we obtain through your use of the Services, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

Third Party Websites and Information

You may be able to access, review, display or use third party websites, services, content or information via our Services, or our Services may otherwise include references or links to content, information, documents, software, materials and/or services provided by other parties ("Third-Party Materials"). These Third-Party Materials are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, validity or any other aspect of the content of such Third-Party Materials, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of a link or reference to Third-Party Materials does not imply our endorsement of, or association with, the Third-Party Materials or the third party, or any warranty of any kind, either express or implied. Questalia shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Materials. You acknowledge sole responsibility for and assume all risk arising from your access to, use of, or reliance upon any Third-Party Materials. You further assume all responsibility for any charges you may incur for accessing any Third-Party Materials.

In some cases, our Services may include certain embedded tools provided and controlled by third parties and governed by the terms and policies of the third parties. You should only use these third-party tools if you agree to their respective terms and policies.

Intellectual Property Information

By accepting these Terms of Use, you acknowledge and agree that our Services and all content presented to you through our Services is protected by copyright, trademarks, service marks or other proprietary rights and laws, and is the sole property of Questalia, its Affiliates, or third parties. You are only permitted to use the content as expressly authorized by these Terms of Use, or in the case of third-party content, any additional restrictions or terms imposed by the owner or provider of such content. You acknowledge that any unauthorized use of the content accessed through our Services may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties for which you are solely liable.

All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Questalia, its Affiliates or third parties. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Lexper, its Affiliates or any third party appearing in or through the Services.

User Content

You hereby grant Questalia and its users a non-exclusive, irrevocable, perpetual and worldwide license to use, view, display, adapt, republish, copy, store, publicly distribute and/or perform any user content we receive from you, including your screen name and including any intellectual property contained therein, in any medium now known or hereinafter developed, without payment or compensation to you and without seeking any further approval from you, as part of the Services, or in support of the Services, including our use thereof in connection with our advertising and marketing of the Services.

You represent and warrant that you either own or have the absolute right to post the User Content you make available through the Services and nothing contained within the User Content would require Questalia to seek permission of a third party to use the User Content as described in these Terms of Use. You also agree to waive any moral rights, or right to any residual payment associated with User Content if such User Content is published, distributed, or otherwise commercially exploited by us. You also consent to the doing of (or omitting to do) any acts in respect of the User Content, which may otherwise constitute an infringement of your moral rights. Any User Content uploaded to the site will be deemed non-confidential. As a result, you should never upload any User Content that you consider to be confidential information.

Questalia reserves the right to remove any User Content that it deems in its sole discretion to infringe the copyrights, trademarks, brands or other intellectual property rights of third parties without notice to you and without liability to you at any time.

Acceptable Use Policy.

You agree to use the Service in a compliant way with the following conditions and restrictions. You agree you will not use Lexper in a way that:

1. is defamatory, abusive, obscene, profane or offensive; 2. infringes or violates another person intellectual property rights (including posting music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Services); 3. violates any party's right of publicity or right of privacy; 4. is threatening, harassing or that promotes racism, bigotry, hatred, terrorism, physical harm or discrimination of any kind against any group or individual; 5. promotes or encourages violence or contains sexually explicit material; 6. is inaccurate, false or misleading in any way; 7. is illegal or promotes any illegal activities; 8. contains personal information of any party such as phone numbers, addresses, car registration numbers, social insurance numbers, etc; 9. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or 10. contains any advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

Questalia is under no obligation to screen or monitor content posted to its API (unless so required by law), but it may review User Content from time to time, at its sole discretion, to review compliance with these Terms of Use.

You may not use spiders, robots, data mining techniques or other automated devices or programs to catalogue, download, scrape or otherwise reproduce, store or distribute content available on the Services. Further, you may not use any such automated means to manipulate the Services or attempt to exceed the limited authorization and access granted to you under these Terms of Use.

You may not resell or re-package the use of, or access to, the Services to any third party.

You may not interfere with or disrupt the integrity or performance of our Services, any portion or content thereof, or related systems or networks, or use the Services in any way that degrades their reliability, speed or operation, or their underlying hardware or software. In addition, you may not modify, translate, adapt, merge, disassemble, decompile, reverse compile or reverse engineer, or otherwise interfere with or damage any part of the Lexper platform, including our Website, Applications and Services, and the Lexper server infrastructure. You agree not to sell, resell, reproduce, re-package, duplicate, copy or use for any commercial purposes any portion of the Services.

Disclaimer of Warranties

QUESTALIA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SERVICES RENDERED. ALL OUR SERVICES AND MATERIALS ON OUR WEBSITE AND API ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. QUESTALIA EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND CONTENT WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE (EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAWS), (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR CONTENT WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY SERVICES, PRODUCTS, OR CONTENT OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

OUR SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE ARE EXCUSED FROM LIABILITY FOR DISCONTINUATION, NON-DELIVERY, DELAY IN DELIVERY OR IMPOSING LIMITS ON THE USE OF OR ACCESS TO THE SERVICES OR ANY PART THEREOF FOR ANY REASON.

THE USE OF THE SERVICES OR ANY OTHER ACQUISITION OF ANY MATERIALS THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

You understand and agree that temporary interruptions of the Services may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of our Services, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user personalization settings or communications.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL WE OR OUR AFFILIATES, OUR DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, PROFITS, USE, GOODWILL, DATA OR COST OF COVER, OR OTHER ECONOMIC ADVANTAGE, IN CONNECTION WITH THESE TERMS OF USE OR RESULTING FROM YOUR ACCESS TO, USE, INABILITY TO ACCESS OR USE THE SERVICES, OR ACCESS TO, USE, OR RELIANCE UPON ANY THIRD PARTY MATERIALS ACCESSED THROUGH OUR SERVICES, INCLUDING ANY DEFAMATORY, INFRINGING, OFFENSIVE OR ILLEGAL CONTENT, HOWEVER IT ARISES, WHETHER FOR BREACH OF CONTRACT OR IN TORT, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OUR SERVICES OR OF ANY WEBSITE OR MATERIALS REFERENCED OR LINKED TO THROUGH OUR SERVICES.

Indemnification

You agree to defend, indemnify, and hold us and our Affiliates, as well as our agents, partners and licensors harmless from and against all liabilities, claims, damages, losses, costs and expenses, including without limitation attorney's fees, that arise from your use, inability to use, or misuse of our Services or your violation of these Terms of Use, any applicable laws, rules or regulations. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

International Use

Although our Services may be accessible worldwide, our Services are hosted on servers located in Europe, North America, and other countries, and are controlled and operated primarily within Ontario, Canada, and in other countries. We make no representation that content or materials available through our Services are appropriate or available for use where you are located, and accessing them from territories where their contents are illegal is prohibited. By choosing to access our Services, you are responsible for compliance with all applicable local laws, including local laws regarding online conduct and content, as well as applicable export laws and regulations.

Termination of Use

You acknowledge and agree that we may, in our sole discretion, limit, terminate or suspend your account or your access to all or part of our Services without notice to you and for any reason, including, without limitation, violation of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating our relationship with you and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefor, your right to use the Services immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information in your account and/or bar any further access to such information or our Services. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

Modification

We expressly reserve the right to change these Terms of Use at any time without notice to you in our sole discretion. The Terms of Use with the most recent revisions will always be available on the 'Terms of Use' page(s) of our Website. Any modifications, additions or deletions to these Terms of Use shall be effective immediately upon posting. If we make material changes that we believe will substantially alter your rights, we may, but are not obligated to, notify you by posting a notice on our Website. Please check these Terms of Use frequently for updates.

You acknowledge and agree that it is your responsibility to review our Website and these Terms of Use from time to time and to familiarize yourself with any modifications. If you do not agree to any modifications, you shall stop using the Services. Your continued use of our Services after such modifications have been posted on our Website will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

Governing Law and Arbitration

Our Services are controlled by us from our primary offices in Ontario, Canada and also by our agents, contractors and employees who may be located in other countries. Our Services can be accessed from Canada, as well as from other countries around the world. By using or accessing our Services you agree that the laws of Canada and of the Province of Ontario, except for its conflict of laws principles, will apply to all matters relating to the use of our Services, these Terms of Use and our Privacy Policy.

Those who use the Site or Services from other jurisdictions do so at their own volition and risk and are responsible for compliance with all applicable local laws.

Any dispute or claim arising out of, or in connection with, these Terms and Conditions shall be finally settled by binding arbitration in Ontario, Canada, in accordance with Arbitration Act, 1991, S.O. 1991, c. 17 (the "Arbitration Act, 1991"). The arbitrator shall apply the law of Ontario, Canada, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys' fees. The arbitration can resolve only your and/or our individual claims, and the arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated. In the event that the forgoing arbitration provision is held invalid or unenforceable, then any dispute with respect to these Terms and Conditions shall be brought and heard in a court located in Ontario, Canada. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telegram, by facsimile or by first class mail, and shall be deemed effectively given upon receipt.

Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY -- IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

You agree that Questalia and you will resolve any disputes, claims or controversies on an individual basis, and that any claims brought under these Terms of Use in connection with the Services will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. You further agree that Questalia and you shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising under these Terms of Use or in connection with the Services.

Limitations Period

YOU AND QUESTALIA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES. OTHERWISE, SUCH CAUSE OF ACTION IS TO BE DEEMED WAIVED AND PERMANENTLY TIME-BARRED.

Notices

All notices to us must be sent to the attention of 'Customer Service' at [email protected] We may, if required by law, post notices on our Website to inform you of material changes to these Terms of Use, our Privacy Policy, or other matters of importance, and the posting of such notices shall constitute notice to you at the time of posting. In addition, we may, but are under no obligation to, send notices to the email address supplied by you as part of your Registration Data.

Entire Agreement

These Terms of Use constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersede all prior agreements with respect thereto.

If any provision of these Terms is found to be invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will continue to be in full force and effect.

Miscellaneous

You may not assign your rights and obligations under these Terms of Use to any party, and any purported attempt to do so will be null and void. We may freely assign our rights and obligations under these Terms of Use.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

Our Services are not directed nor offered to individuals under the age of 13. By accessing or using the Services you represent and warrant that you are 18 years old or older, or if you are under 18, but no younger than 13 years, that you have a parent's or guardian's permission to access or use our Services.

NOTICE TO PARENTS: SOME AREAS OF THE SITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS. PLEASE CONSIDER THIS BEFORE GRANTING ANY MINOR CHILD OF YOURS PERMISSION TO USE OUR SERVICES.

Questalia reserves the right to monitor use of the Services to ensure compliance with these Terms of Use.

Contact Information

Subject to our Privacy Policy, any communications, submissions of any ideas, suggestions, documents, material and/or feedback that you transmit to us, whether by email, post, through our Services, or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you hereby grant us a non-exclusive, royalty free, perpetual, irrevocable, and worldwide right and license to copy, reproduce, distribute, display, publish, translate, adapt, modify, and otherwise use, and commercially or non-commercially exploit in any manner such communications or material for any purpose regardless of the form or medium in which it is used.

If you want to provide feedback, or notice that any User is violating these Terms of Use, please contact 'Customer Service; at [email protected]