BACKGROUND:

World Lovebank Inc. has developed a software platform known as “World Lovebank” where you can create, and store, audio and video recordings that can be shared with others.  The World Lovebank platform supports health and wellness by providing you with meditations and affirmations built on the collections of anonymous audio deposits.

AGREEMENT:

The parties agree as follows:

1. Definitions. Unless the context requires otherwise, capitalized terms in this Agreement will have the following meanings:
   1. • “Agreement” means the entire agreement between World Lovebank and you for the provision of the Services, includes this agreement, and incorporates the World Lovebank’s privacy policy and all other policies, as updated from time to time, located at https://www.worldlovebank.com/ (the “Policies”).
      • “Applicable Law” means any local, provincial, federal laws, or orders of any governmental or regulatory authority applicable to the Services.
      • “Intellectual Property” means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.
      • “Intellectual Property Rights” means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property.
      • “Personal Information” means any non-public information relating to an identified or identifiable natural person.  An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
   2. “Services” means: i) World LoveBank’s software platform currently described as “WorldLOVEbank” and currently located at https://www.worldlovebank.com/ (and as may be available from third party application purchasing platforms, such as Google Play, or the Apple App Store); (ii) any updates, upgrades, patches, technology, material, modifications, bug fixes, enhancements, data, features, related website, related technologies, and contents related to the forgoing, as it may be added or removed by World Lovebank from time to time and including all written information, documentation, and materials in respect of same; and ii) any software, materials or content made available in connection with the Services.
   3. “You” or “your” means the person using the Services and includes the person, entity, or organization having control of the use of the Services and any successor of same.

2. Binding Agreement. You agree to be bound by this Agreement.

3. Billing Information. You may be required to provide up to date and valid credit card information or other acceptable payment information to register (collectively known as “Billing Information”), which will be provided to World Lovebank’s third-party payment processors and used for payment of fees with respect to the Services. You are liable for any charge-backs, failure to pay any fees caused by out-of-date Billing Information, lost or stolen devices and credit cards. By providing your Billing Information, you agree to allow World Lovebank to collect the various applicable payments and fees for using the Services as set out in this Agreement.

1. Service Fees. The basic (or first tier) version of the Service is free.  You agree to pay World Lovebank a fee, plus applicable taxes, for your use of the Services pursuant to the fee set out via the Services, including through software application download portals such as app stores (each an “Service Fee”). All Service Fees will be clearly disclosed to you prior to you being charged by World Lovebank. World Lovebank reserves the right to revise Service Fees for any reason, without notice. No monies held by World Lovebank will accrue interest. All fees paid to World Lovebank are non-refundable.

5. World Lovebank may, in its sole discretion, but it not obligated to, vet or investigate you for things such as creditworthiness and to verify your identity (collectively, “Verifications”). You hereby consent to any such Verifications, agree that the Verifications are necessary and related to the provision of the Services, and agree that a you may be denied use of the Services based on the results of Verifications. World Lovebank does not guarantee the completeness or correctness of any Verifications. All Verifications are for World Lovebank’s sole benefit.

1. Use and License. World Lovebank may terminate your use of the Services at any time, and for any reason, without notice or compensation. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, disclose, sell, lease, sublicense or otherwise distribute, transfer or dispose of the Services, in whole or in part, is granted except as expressly provided by this Agreement. Nothing in this Agreement will entitle you to access or use the source code of the Services. You grant World Lovebank a free, worldwide, irrevocable, license to publicly display, process, save, modify, commercialize, transfer, and sublicense, all data, (including recording of your voice, images, or video) that You input or upload into the Services and you waive any associated Intellectual Property Rights.
2. Ownership. All Intellectual Property Rights in the Services or made available or disclosed to You in the provision of the Services remain the exclusive property of the World Lovebank and/or its directors, shareholders, officers, agents, employees, parents, subsidiaries, and affiliates (collectively the “World Lovebank Associates”), as the case may be, and except for the limited license to use the Intellectual Property as part of Your use of the Services in accordance with this Agreement, no right, title, or interest is granted to you in any Intellectual Property related to the Services. The World Lovebank Associates (as the case may be) own all rights, title and interest, including all Intellectual Property Rights, in and to any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto, even when such refinements and improvements result from a your data, requests, or comments. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in World Lovebank (or is designee) by virtue of this Agreement or otherwise, you hereby transfer and assign to World Lovebank all rights, title, and interest which that you may have to such refinements and improvements without compensation.
3. Your Responsibilities.  You are responsible for your use of the Services. You will and you represent and warrant that you will:
   1. act in good faith in all dealings with World Lovebank;
   2. comply with all Applicable Law;
   3. take reasonable actions to prevent unauthorized access to, or use of, the Services, and notify World Lovebank promptly of any such unauthorized access or use (World Lovebank is not be liable for any loss or damage arising from unauthorized access to, or use of, the Services from Your account);
   4. not use the Services to engage in any journalistic, deceptive, misleading, illegal or unethical activities or activities that otherwise may be detrimental to World Lovebank, as determined in World Lovebank’s sole discretion;
   5. not collect, process, use, or disclose, any Personal Information in connection with the Services, unless you have obtained all necessary consents under all Applicable Law to do so;
   6. not attempt to gain unauthorized access to the Services;
   7. not modify, copy, create derivative works from, reverse engineer, decompile or disassemble the Services;
   8. not upload to, or store within, the Services (and Personal Information will not contain) any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights, as determined in World Lovebank’s sole discretion;
   9. not use the Services to store or transmit any viruses or other computer programming routines or code that may damage or detrimentally interfere with the Services or any data maintained on or in connect with the Services; and
   10. be solely responsible for (1) all hardware devices needed to access or use the Services; and (2) internet access to such devices.
4. Third Party Developers. The Services may include features that connect you to third party applications (“Third Party Applications“) developed by third parties (“Third Party Developer“), such as payment processors, app stores, or email relays. You agree that: (1) World Lovebank is not such Third Party Developer and is not an affiliate of such Third Party Developer; and (2) World Lovebank makes no representations or warranties regarding any Third Party Developer, Third Party Application, or their use of data, to anyone, express, implied or statutory (World Lovebank disclaims all such warranties of design, operation, or fitness for any use or purpose). No representation or warranty by any Third Party Developer is binding on World Lovebank Associates nor will breach of such representation or warranty relieve you of your obligations to World Lovebank. Third Party Developers may require you to enter into license agreements or pay fees for the use of their Third Party Applications, which, unless expressly set out herein, are not included in any fees set out herein.
5. INDEMNIFICATION. You will DEFEND, INDEMNIFY, AND HOLD HARMLESS all World Lovebank Associates against any loss, damage, or cost, incurred in connection with any claim, demand, damage or loss, including legal fees on a solicitor-client basis, alleging that your use of the Services, in any way, has harmed a third party, infringes upon the rights of a third party, is in violation or alleged violation of any Applicable Laws, or arises out of your breach of this Agreement.
6. Not Financial Institution. You acknowledge and agree that World Lovebank: (a) is not a bank, credit union, trust company or any other form of financial institution; (b) makes no warranty or guarantee as to the security, longevity, privacy, safety, quality, or fitness of the Services; and (c) does not assume any liability related to your use of the Services or reliance on this Agreement.
7. LIMITATION OF LIABILITY AND DISCLAIMERS. Except as may be otherwise specifically provided herein: (1) the Services are provided “AS IS” and “AS AVAILABLE” without warranty of any kind; and (2) to the maximum extent permitted by applicable law, all World Lovebank Associates expressly disclaim all warranties, conditions, representations, and guarantees with respect to the services, whether express or implied, arising by law, custom, prior oral or written statements, or otherwise, including, without limitation, any warranty of merchantability, fitness for a particular purpose or noninfringement. You agree that your use of the Services is at your own risk.

Under no circumstances will any World Lovebank Associates be liable to you for any damages or losses whatsoever including direct, indirect, special damages, loss of money, loss of reputation or goodwill, loss of data, or anything else directly or indirectly related to the Services or this Agreement. If, for some reason, despite this agreement, any of the World Lovebank Associates are found to be liable to a you, then the World Lovebank Associates’ total liability will be limited to the amount of fees that you paid to World Lovebank in the year in which the claim arose, or $50, whichever is lesser and in compliance with Applicable Law.

1. Insurance. World Lovebank does not offer any insurance coverage or protection for any uploads into the Services.
2. Outage Policy.  You acknowledge that World Lovebank Associates do not warrant that the Services will be uninterrupted or error free and that World Lovebank may occasionally experience disruption due to internet disruptions or disruptions that are not within World Lovebank’s control. Any such disruption will not be considered a breach of this Agreement by World Lovebank.
3. Termination. In the event you breach this Agreement, World Lovebank may cease providing the Services to that you without notice or refund of any Fees. World Lovebank may terminate the Services at any time without refund or notice.
4. Changes. World Lovebank reserves the right to modify this Agreement at any time, which will supersede prior versions. Unless otherwise provided, any modifications will be effective five 5 days after such modified Agreement has been published on or through the Services. In the event of material changes to this Agreement, LoveBank will provide notice you either through the Services, by way of an electronic (including e-mail or SMS) notification, or by other reasonable means prior to the effective date of such material changes, and should you elect not to agree to such material changes, that your sole remedy will be to cease using the Services. Continued use of the Services is be deemed acceptance of any changes to this Agreement.
5. Miscellaneous.

1. Trial Accounts. World Lovebank may, but is not obligated to, provide a free-trial account (or free-trial period) to you, and this Agreement shall apply to the use of the Services during such trial; after any such trial you may be automatically charged a Service Fee as disclosed via the Services or the Policies.

1. 1. Proper Law. This Agreement will be governed by and construed in accordance with the laws of the province of British Columbia and the parties agree to attorn to the exclusive jurisdiction of British Columbia.
   2. Arbitration. All disputes arising out of or in connection with the Agreement or the Services will be finally settled pursuant to a sing arbitrator pursuant to British Columbia’s Arbitration Act. If this arbitration clause is found to not apply to you as a result of Applicable Law (or is otherwise unenforceable), then any disputes must be commenced in the Supreme Court of British Columbia in Vancouver, without regard to conflict of laws or laws regarding choice of law or forum.
   3. Headings. The headings used in the Agreement are for convenience and reference only and will not affect the construction or interpretation of this Agreement.
   4. Assignment. This Agreement may not be transferred or assigned by a you without the prior written consent of the World Lovebank, which may not be reasonably withheld. World Lovebank may assign this all or any part of this Agreement, without Your consent, advance notice, or compensation.  
   5. Notice. Any notice or communication from one party to the other required or permitted to be given pursuant to this Agreement will be in writing and either personally delivered, sent by postal service, sent via courier (with evidence of delivery in any case), or electronic means. All notices will be in English and will be effective upon actual receipt, except for notices sent by e-mail or other electronic means, which will be deemed to have been received the day after such notices are sent. All notices to World Lovebank will be copied to support@worldlovebank.com.  Notwithstanding the forgoing, World Lovebank may send any notices or communication to you via the Services or by email or SMS that you may have on file with World Lovebank.  
   6. Force Majeure. Neither party will be deemed in default for any circumstances out of its control, such as a natural disaster or civil disturbance.
   7. Waiver. Any waiver to any right under this Agreement is not a waiver of future breach or a granting of future indulgence. 
   8. Gender, Plural and Singular. In the Agreement, unless the context otherwise requires, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa, “or” is not exclusive” and “including” is not limiting, whether or not such non-limiting language (such as “without limitation” or “but not limited to”) is used with reference to it, and modifications to the provisions of the Agreement may be made accordingly as the context requires.
   9. Survival. All parts of this Agreement which, by their nature, are designed to survive the termination of this Agreement, will survive such termination, including sections 6,7,10,12 and this subsection.
   10. Relationship. You are not an employee, partner, joint venture, agent, representatives, or affiliate of World Lovebank.
   11. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter herein. This Agreement supersedes all previous communications between the parties, whether written or oral, with respect to the subject matter herein.

Effective Date:  September 8, 2021