TERMS OF USE

Last Modified: 11/27/25

This Terms of Service Agreement (this “Platform Agreement”) is a binding contract between you (“you” or “your”) and Solodigitalis Inc., a company incorporated under the federal laws of Canada (“Solodigitalis,” “Company,” “we,” or “us”). This Platform Agreement governs your access to and use of the Solodigitalis Platform, including all related applications, websites and services. Where you are accepting this Platform Agreement on behalf of an organization (meaning where the Platform will be used by an organization and not you in your individual capacity, such organization, “Your Company”) you hereby accept these terms on Your Company’s behalf and hereby bind Your Company to your obligations under this Platform Agreement.

THIS PLATFORM AGREEMENT TAKES EFFECT WHEN YOU INDICATE YOUR ACCEPTANCE BY CHECKING A BOX, CLICKING “ACCEPT”, PERFORMING ANY SIMILAR ACTION, OR ACCESSING AND/OR USING THE PLATFORM (the “Effective Date”). BY INDICATING YOUR ACCEPTANCE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS PLATFORM AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS PLATFORM AGREEMENT (INCLUDING ON BEHALF OF YOUR COMPANY, IF APPLICABLE) AND THAT YOU ARE AT LEAST EIGHTEEN YEARS OF AGE; AND (C) ACCEPT THIS PLATFORM AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS PLATFORM AGREEMENT, YOU MUST NOT ACCESS OR USE THE PLATFORM.

Solodigitalis is a Canadian company. Those who access the Platform from countries other than Canada are solely responsible for ensuring that any use of the Platform is compliant with the local laws of that country. Without limitation, the Platform is specifically not to be used by or in relation to the personal information of persons in the State of California or in the European Union or European Economic Area (“Restricted Areas”), or with or in relation to personal information relating to persons in Restricted Areas unless you have taken all necessary steps to ensure compliance with local laws and regulations.

  1. Definitions. For purposes of this Platform Agreement, the following terms shall have the following meanings:

    1. “AI Feature” means any and all of the artificial intelligence features offered on the Platform, now or in the future, including without limitation the currently named feature “AI Prompt” and “AI Portraits”.

    1. “Credits” has the meaning set forth in Section 3.

    1. “Company Marks” means the Company’s proprietary trademarks, trade names, branding, or logos that may be made available for use in connection with the Platform pursuant to this Platform Agreement.

    1. “Feedback” has the meaning set forth in Section 10.

    1. “Filters” has the meaning set forth in Section 3.

    1. “Guest” has the meaning set forth in Section 2.

    1. “Guest Photographs” has the meaning set forth in Section 2.

    1. “Location-based Services” has the meaning set forth in Section 9.

    1. “Objectionable Content” has the meaning set forth in Section 5.

    1. “Platform” means the websites, https://booth.events, https://shared.gallery , https://wifibooth.com, https://solodigitalis.com (the “ Website(s) ”) and the mobile applications, Booth.Events, Wifibooth, SoloLink, and BluePrint (Please note that the app “BluePrint” was renamed to “SoloLink” but these terms shall apply to BluePrint), and all services offered in connection with same, made available by the Company, whether or not on a hosted or local basis, and any Platform Documentation or other Platform materials made available by the Company.

    1. “Platform Documentation” means any documentation provided by the Company in connection with the Platform in connection with its use (for example, help and support), whether physical, in an application or on the Website(s).

    1. “Reference Sites” has the meaning set forth in Section 11.

    1.  “Update” has the meaning set forth in Section 7. 

    1. “User Generated Content” has the meaning set forth in Section 5.

    1. “Your Company” has the meaning set forth in the Preamble.

  1. License Grant and Covenants. Subject to and conditioned on your compliance with all terms and conditions set forth in this Platform Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of this Platform Agreement to:

    1. use the Platform solely for your business purposes, including granting access to the Platform to third party individual users attending events that you host (“Guests”) for the purpose of using the photo booth features of the Platform to create photos, including artificial intelligence-augmented photos (“Guest Photographs”) (but for clarity, not for such Guests using any aspect of the Platform designed for Your use exclusively, including, for example, aspects of the Platform accessible only with your log-in information). Your use of Platform must be limited to creating, uploading, viewing, displaying photos as well as the collection, arrangement, and management of guest contact data for the management of events; and

    1. display certain Company Marks in connection with the ordinary operation of the Platform (for example, where Company Marks are integrated and displayed by the Platform to Guests), and any permissions and usage guidelines that we may specify from time to time, solely in connection with the use of the Platform, and not in connection with the advertising, promotion, distribution, or sale of any other products or services.

You acknowledge that there are no implied licenses granted under this Platform Agreement. We reserve all rights that are not expressly granted. You may not use the Platform for any other purpose or otherwise use any Company Mark without our prior written consent. You agree to provide true, current, accurate, and complete information as requested during the registration process and as requested by the Company from time to time, and agree to promptly notify us of any changes to such information. You may not share your password or login credentials with any third party, must keep your log-in information secure, and must use such information as your sole means of accessing the Platform. You agree to immediately notify us of any unauthorized use or access to your log-in information or account, if any, and to provide assistance to us, as requested, to stop or remedy any breach of security related to your log-in information or account, if any. Your log-in information or account, if any, may be revoked by us at any time for any reason.

In consideration of the licenses granted herein, you hereby agree to:

  1. be liable for all activities undertaken by Guests on the Platform;

  1. be liable for any activities that occur under your password or account;

  1. allow Solodigitalis to send you communications electronically. You agree that all agreements, notices, disclosures and other communications that Solodigitalis provides to you electronically satisfy any legal requirement that such communication be in writing. Any feedback that you provide shall be deemed to be non-confidential.

  1. acknowledge that this Platform Agreement is concluded between Solodigitalis and you, and not with Apple Inc. (“Apple”), and as between Solodigitalis and Apple, Solodigitalis, not Apple, is solely responsible for the Platform and the content thereof. This Terms of Use is not intended to provide for usage rules for the Platform that are less restrictive than the Usage Rules set forth for Licensed Applications in, or otherwise be in conflict with, the App Store Terms of Service as of the date hereof (as such terms are defined by applicable Apple terms, policies and agreements on www.apple.com, which you further acknowledge you have had the opportunity to review).

You acknowledge that the AI Feature of the Platform involves our use of third-party software and artificial intelligence systems, APIs, software and platforms. You consent to our transfer of information to such third parties in connection with such use. You hereby acknowledge that we are not responsible for content generated as a result of the use of an AI Feature. You agree to monitor the use of the AI Feature and all resulting Guest Photographs for any content that may infringe the rights of a third party, including privacy and intellectual property rights, and you agree that you shall assume and be solely responsible for any liability arising in connection with any violation of such rights.

  1. AI Credits and Filters. The Platform may offer for purchase, from time to time, AI credits (“Credits”) and/or custom AI filters (“Filters”) that can be used within the Platform. You hereby agree to our Credit Terms set forth as Schedule “A” hereto. All purchases of Filters are final and are not refundable (except at the sole election and discretion of the Company), transferable, or exchangeable under any circumstances, except as otherwise required by appliable law. Filters, once purchased, will stay on your account and may be used for a minimum period of ninety (90) days, after which the Company may continue to make the Filters available but has the right to discontinue the availability and use of such Filters at any time.

  1. Use Restrictions. You agree not to use the Platform for any unlawful or unethical purpose, or in any way that could damage the Platform, the Company Marks, or the general business of the Company. Without limitation to the previous sentence and except as expressly authorized under this Platform Agreement, you may not:

    1. copy, modify, or create derivative works of the Platform, in whole or in part (except to the extent such functionality is an intended, built-in feature of the Platform, such as the ability to customize the Guest experience by changing buttons and backgrounds);

    1. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, except to the sole extent that Guest Photographs rely upon the Platform in accordance with this Platform Agreement;

    1. reverse engineer, scrape, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component, algorithm or use of an algorithm, dictionary, or any other proprietary feature of or trade secret related to the Platform, in whole or in part. For clarity such restrictions include the use of or access to the Platform by any artificial intelligence, deep learning, algorithmic or other similar system, including for purposes of training or building datasets;

    1. remove any proprietary notices from the Platform;

    1. use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person, or that violates any applicable law, , or that is unethical;

    1. combine or integrate the Platform with any software, technology, services, or materials not authorized by the Company;

    1. design or permit any overlay, app, website, plug-in or other software to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warnings, or the like;

    1. replicate or attempt to replace the user experience of the Platform, or otherwise deliver a service that is duplicative or a flow-through of the services of the Platform or that unreasonably removes a person’s or entity’s need for the Platform; or

    1. attempt to cloak or conceal your identity or the identity of Guests when requesting authorization to use the Platform.

You will comply with all terms and conditions of this Platform Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements of the Company that may be posted on https://dashboard.booth.events/dashboard or any other Website from time to time. In addition, you will not use the Platform in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to Canadian embargo, unsolicited mass distribution of email, unconsented-to commercial electronic messages, multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libellous, defamatory, obscene, pornographic, abusive, unethical, or otherwise offensive content, stolen products and items used for theft, hazardous materials, or any otherwise illegal or unethical activities.

  1. Guest Photographs. You agree to monitor the use of Guest Photographs for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Platform Agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and to promptly restrict any offending users of Guest Photographs from further use of Guest Photographs. You agree to provide a resource for users of Guest Photographs to report abuse of Guest Photographs. As between you and us, you are responsible for all acts and omissions of your users (including Guests) in connection with their use of the Platform, if any, and you are responsible for ensuring that all such individuals comply with the terms and conditions of this Platform Agreement. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your users (including Guests) required under applicable laws, rules, and regulations for their use of Guest Photographs, including but not limited to Restricted Areas. All use by you of the Company Marks, if any, will comply with any permissions or usage guidelines that we may specify from time to time. Notwithstanding that the Platform may display Company Marks, including to Guests, as a default, you agree that your use of the Company Marks in connection with this Platform Agreement will not create any right, title, or interest in or to the Company Marks in favour of you, and all goodwill associated with the use of the Company Marks will inure to the benefit of the Company.

You (and Guests) may be able to submit, post, publish, display, or otherwise transmit content, material, or information, including Guest Photographs, to the Platform, or to other users or persons through or using the Platform (“User Generated Content”). You are entirely responsible for all User Generated Content You and Guests create, submit, post, publish, display, or otherwise transmit on or through the Platform. The Company is not responsible or legally liable to any third party for the content of any User Generated Content created, submitted, posted, published, displayed, or otherwise transmitted on or through the Platform by You, any Guest, or any other user of the Platform. Any and all User Generated Content must comply with all applicable laws, regulations, and this Platform Agreement.

User Generated Content may be removed, hidden, edited, or otherwise altered at the sole discretion of the Company for any or no reason, with or without notice, and at any time. However, the Company has no obligation, nor any responsibility to any party to monitor the Platform or its use, and does not and cannot undertake to independently review User Generated Content. The Company cannot ensure prompt removal of objectionable material, including User Generated Content, and the Company has no liability for any action or inaction regarding transmissions, communications, or content, including User Generated Content, provided by any user of the Platform, including You and Guests, or third-party, subject to applicable laws.

The discretion of the Company will be informed, but not limited by, the following guidelines for inappropriate User Generated Content. User Generated Content may be deemed inappropriate by the Company if it contains, depicts, includes, discusses, encourages, or involves, without limitation:

    1. material or conduct that is illegal, exploitative, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age, or other such legally prohibited ground, or which violates a third party’s (including a Guest’s) rights, including privacy rights and/or intellectual property rights;

    2. any false, inaccurate, or misleading information, or the impersonation or attempted to impersonation of the Company, an employee of the Company, another user of the Platform, or any other person or entity;

    3. conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by the Company in its sole discretion, may harm the Company or users of the Platform, or expose either to liability;

    4. cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person; or

    5. material or conduct that is otherwise objectionable, as determined by the Company at its sole discretion acting reasonably (“Objectionable Content”).


You hereby assume all liability arising in connection with Objectionable Content created by Guests. By submitting, posting, publishing, displaying, or otherwise transmitting any User Generated Content on or through the Platform, You (on behalf of yourself and each Guest) agree to grant the Company, its successors, and assigns, and the Company’s affiliates and service providers as necessary, a worldwide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, copy, and otherwise disclose any User Generated Content You (and any Guest) submit, post, publish, display, or otherwise transmit on or through the Platform for the purposes and uses set forth in this Platform Agreement, including to enable Platform features. You and each Guest waive all moral rights in any such User Generated Content. To the extent necessary to bind a Guest to these terms, you shall make any Guest aware of these terms and shall cause each Guest to agree to these terms.

  1. Reporting Infringement Procedure.

If you are a copyright owner who believes your work has been copied in a way that constitutes copyright infringement, you must submit the following takedown notice information to our designated agent at media@solodigitalis.com:

    1. Contact Information: Your name, address, phone number, and email address.

    2. Copyright Information: The name, description, and other identifying information about the copyrighted work or other subject-matter claimed to have been infringed, or a representative list of such works, and your interest or right in the work or subject matter.

    3. Content Information: Identification of the material that is claimed to be infringing and that is to be removed, including the date and time of the claimed infringement, and information sufficient to permit us to locate the material, such as the URL.

    4. The following statements:

      1. “I hereby state that that I have a good faith belief that the copyrighted material is being used without permission or authorization by the copyright owner, its agent, or the law. I have taken fair use into consideration.”

      2. “I hereby swear, under the penalty of perjury, that the information in this notice is accurate and that I am the copyright owner or am authorized to act on behalf of the owner.”

    5. Signature: Include the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.

If you are an owner of any other intellectual property (e.g. trademarks, patents, etc.) and you believe your rights or interests in the intellectual property have been infringed, please contact our designated agent at media@solodigitalis.com with the following information and we will review your issue as soon as possible:

  1. Contact Information: Your name, address, phone number, and email address.

  2. Intellectual Property Information: The name, description, and other identifying information about the intellectual property claimed to have been infringed, or a representative list of such works, and your interest or right in the intellectual property.

  3. Content Information: Identification of the material that is claimed to be infringing and that is to be removed, including the date and time of the claimed infringement, and information sufficient to permit us to locate the material, such as the URL.

  4. The following statements:

      1. “I hereby state that that I have a good faith belief that the copyrighted material is being used without permission or authorization by the intellectual property owner, its agent, or the law.”

      2. “I hereby swear, under the penalty of perjury, that the information in this notice is accurate and that I am the owner of the intellectual property or am authorized to act on behalf of the owner.”

  1. Signature: Include your electronic or physical signature.

  1. No Support; Updates; Betas. This Platform Agreement does not entitle you to any support for the Platform, though the Company may provide resources on or through the Platform from time to time at our sole discretion. This Platform Agreement does not entitle you to any consulting services of the Company and any such consulting services would be subject to a separate agreement between you and the Company. You acknowledge that we may update or modify the Platform from time to time and at our sole discretion (in each instance, an “Update”), including by adding or removing features, and may require you to use the most recent version of the Platform. Updates may adversely affect how Guest Photographs are created by the Platform. We may trial certain features for a limited time, or offer access to so-called ‘alpha’ or ‘beta’ features in development. Such features are subject to change at any time without notice. We may choose to subsequently offer any feature not available at the time you enter into this Platform Agreement at no cost, and reserve the right to charge for access to such feature(s) in the future.

  1. Payment Terms. Payment terms are set forth at Schedule “B” hereto, and, if not addressed in Schedule “B”, all amounts owing to Solodigitalis shall be deemed immediately due and payable.

  1. Collection and Use of Your Information. We may collect certain information through the Platform about you, Guests, or any of Your Company’s employees, contractors, or agents. By accessing, using, and providing information to or through the Platform, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at https://booth.events/privacy, and applicable privacy and data security laws, rules, and regulations. Information we collect and use may include technical data and related information—including but not limited to technical information about your device, system and application software, and devices or peripherals. Such information may be gathered periodically, including to facilitate the provision of software updates, product support, and other services to you (if any) related to the Platform. We may use such collected information as set forth in our privacy policy, including to improve our products or to provide services or technologies to you.

Some of the features of the Platform enable Solodigitalis to tailor your experience based on your location (“Location-based Services”), such as to make offers, event updates, and other announcements available to you based on your location. In order to use certain Location-based Services, you must allow Solodigitalis access to your localized position through your device, which Solodigitalis may accomplish through a variety of means, including GPS location, GeoIP, or other available mechanisms. Without limiting the foregoing, even if you have not expressly granted Solodigitalis access to location data, Solodigitalis may nonetheless have access to location information contained in media content metadata, to the extent you have enabled the application originating such media content to capture and store location data. If you choose to disable Location-based Services on your device or to the Platforms, you will not be able to utilize certain features of the Platform. By authorizing Solodigitalis to access your location or media files containing location based metadata, you agree and acknowledge that (i) location data we collect from you is directly relevant to your use of the Platform and (ii) Solodigitalis may, for so long as you allow Solodigitalis to access such location data or metadata, provide Location-based Services related to your then-current location. PLEASE NOTE THAT LOCATION DATA MAY NOT BE ACCURATE, WHETHER COLLECTED ORIGINALLY BY THE APP OR A THIRD PARTY APPLICATION ORIGINATING A PIECE OF MEDIA CONTENT, AND SOLODIGITALIS DISCLAIMS ANY AND ALL WARRANTIES RELATED TO LOCATION DATA AND LOCATION BASED SERVICES. Solodigitalis may use third party services as part of its Location-based-Services, including but not limited to Google Maps. By using our Platform you agree to be bound to the terms of such Location-based-Services.

  1. Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, we own all right, title, and interest, including intellectual property rights, in and to the Platform and the Company Marks. You will use commercially reasonable efforts to safeguard the Platform and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Platform or Company Marks and will fully cooperate with us in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform or the Company Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

  1. Disclaimer of Warranties. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION POSTED ON, PROVIDED BY, OR OTHERWISE AVAILABLE ON OR THROUGH THE PLATFORM IS NOT INTENDED TO BE LEGAL ADVICE, MEDICAL ADVICE, FINANCIAL ADVICE, OR ANY OTHER KIND OF PROFESSIONAL ADVICE, AND SHOULD NOT FORM THE BASIS FOR ANY OPINION, ACTION OR INACTION, OR OTHER CONCLUSION. 

WITHOUT LIMITATION, THE COMPANY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ANY INTERRUPTION, OUTAGE, UNAVAILABILITY OR DOWNTIME OF THE PLATFORM, INCLUDING ANY SUCH OCCURRENCE RESULTING FROM ANY INTERRUPTION, OUTAGE, UNAVAILABILITY OR DOWNTIME OF ANY OF THE PLATFORM’S THIRD-PARTY SERVICE PROVIDERS (INCLUDING WITHOUT LIMITATION, GOOGLE, VERCEL, AND AMAZON WEB SERVICES) FOR ANY REASON.

The Platform may link to other sites not maintained by or related to Solodigitalis. Solodigitalis has not reviewed all of the sites linked to the Platform and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Solodigitalis of the site. Use of any such linked site is at your own risk.

The Platform may include links or references to third-party web sites or applications offering products or services, including games, applications, images, special offers, or other events or activities, that are operated and maintained by other persons and/or that are not owned by Solodigitalis (the “Reference Sites”). This Platform Agreement does not apply to Reference Sites. Please be aware of when you visit or use any Reference Sites, and we encourage you to read the terms and conditions and privacy policies of any Reference Sites that you visit or use.

Solodigitalis does not assume any responsibility for Reference Sites. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK. You expressly relieve Solodigitalis from any and all liability arising from your use of any Reference Sites. Solodigitalis is not responsible for and does not control or guarantee: (i) the pricing, quality, performance, availability or terms and conditions of purchase of products or services provided by Reference Sites; (ii) any payment transactions, shipping charges, deliveries, returns or after sales activities related to the products or services purchased on Reference Sites; (iii) the availability of Reference Sites; or (iv) the completeness, truth or accuracy of any advertising or other materials on, or available from, Reference Sites, nor any listing or other content about such products or services displayed on Reference Sites. Any questions, complaints, or claims related to any product or service provided by a Reference Site should be directed to the applicable third party responsible for the Reference Site.

  1. Indemnification. You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, arising from or relating to: (a) your use or misuse of the Platform or Company Marks, (b) any Guest’s use or misuse of the Platform or Company Marks, (c) your breach of this Platform Agreement (including breach of these terms as a result of the conduct of a Guest), and/or (d) Guest Photographs (including those generated in whole or in part with an AI Feature), including but not limited to Objectionable content and/or any violation of a third party’s (including a Guest’s) rights, including privacy rights and intellectual property rights, by or in connection with your use or misuse of the Platform, a Guest’s use or misuse of the Platform, Guest Photographs (including those generated in whole or in part with an AI Feature), and/or any third party’s use of Guest Photographs (including those generated in whole or in part with an AI Feature). In the event we seek indemnification or defence from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defence. We reserve the right, at our option and in our sole discretion, to assume full control of the defence of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defence of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

  1. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, BREACHES IN SYSTEM SECURITY, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM; OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF $50 EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Term and Termination.

    1. The term of this Platform Agreement commences when you indicate your acceptance of this Platform Agreement in accordance with the preamble or otherwise access or use the Platform and will continue in effect until terminated as set forth in this Section 14.

    1. We may immediately terminate or suspend this Platform Agreement, any rights granted herein, and/or your licenses under this Platform Agreement, in our sole discretion at any time and for any reason, including without limitation where you have not selected a Plan at the expiration of the Trial Period, by providing notice to you or revoking ac-cess to the Platform and the Company Marks. In addition, this Platform Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Platform Agreement, including without limitation the use restrictions set out in Section 4.

    1. You may terminate this Platform Agreement by sending an email to hello@booth.events. Immediately upon termination by you, any outstanding amounts due to Solodigitalis shall be due and payable. Such termination shall not relieve you of any other payment obligations, including any minimum commitments or payments due through the end of any term or subscription that you have agreed to with Solodigitalis. You acknowledge that you will not receive a refund on any Fees paid by you, including any refund of a prorated portion of any Fee for any partial-month use by you of the Platform. Your Notice must clearly state your intention to terminate this Platform Agreement in the email subject line by using the words “cancel” or “terminate” and your email must be sent from, and its body must also include, the email address that is displayed on the “Account” page of the dashboard of the Platform.  

    1. Upon termination of this Platform Agreement for any reason, all licenses and rights granted to you under this Platform Agreement will also terminate and you must cease using, and destroy and permanently erase from all devices and systems you directly or indirectly control, all copies of Platform-related materials, including apps, content, or Platform Documentation. Any terms that by their nature are intended to continue beyond the termination of this Platform Agreement will survive termination. Termination will not limit any of the Company’s rights or remedies at law or in equity. 

  1. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Platform Agreement from time to time. You may be notified of modifications through notifications or posts at https://booth.events/terms or via direct email communication from us. You acknowledge and agree that you are responsible for reviewing and becoming familiar with any such modifications and for reviewing this Platform Agreement from time to time for any modifications. However, any changes to the dispute resolution provisions set out in Section 18 will not apply to any disputes for which the parties hereto have actual notices before the date the modification is made available to you.

  1. Governing Law. This Platform Agreement and all related documents, and all matters arising out of or relating to this Platform Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. 

  1. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Platform Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Platform Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties hereto irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. You agree to waive any right you may have to a trial by jury or to commence or participate in any class action against the Company related to the Platform or this Platform Agreement.

  1. Arbitration. Any disputes, controversy, disagreement, or claim arising under, out of, relating to, or in connection with this Platform Agreement or any breach thereof, including without limitation disputes arising from or concerning its existence, interpretation, violation, validity, non-performance, or termination, or the business relationship created by this Platform Agreement, shall be referred to and finally resolved by final and binding arbitration under the Canadian Arbitration Association Arbitration Rules, which can be found on the website of the Canadian Abritration Association (see: www.canadianarbitrationassociation.ca). The place of the arbitration shall be Toronto, Ontario. There shall be one (1) arbitrator. The language of the arbitration shall be English.

  1. Miscellaneous. 

    1. Publicity. The Company has the right to reproduce, display, and use your trademarks, trade names, and other identifying brand names, logos, or phrases, and you hereby grant to us a license to reproduce, display, and use such trademarks, tradenames, and other identifying brand names, logos, and phrases, solely for the purposes of identifying you as a customer of the Company, including without limitation on the Company’s website. You have the right to reproduce, display, and use the Company’s trademarks, trade names, and other identifying brand names, logos, or phrases, and the Company hereby grants you a license to reproduce, display, and use such trademarks, tradenames, and other identifying brand names, logos, and phrases, solely for the purposes of identifying the Company as a service provider of yours.


    1. Entire Agreement. This Platform Agreement and the documents referred to herein constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous under-standings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

    1. Waivers. No waiver of any of the provisions of this Platform Agreement shall be binding unless in writing and signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

    1. Binding Effect. This Platform Agreement shall be binding upon and ensure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, amalgamation, arrangement or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives.

    1. Severability. The provisions of this Platform Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Platform Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    1. Notices. Any notices to us must be sent to our corporate headquarters address available at 77 St Clair Ave, Hamilton, ON L8M 2N6, Canada, and must be delivered either in person, by certified or registered mail by Canada Post Corporation, return receipt requested and postage prepaid, or by recognizing overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us, which may be in the form of emails, app, software or website pop-up notifications, or other forms of electronic communication. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Platform or Company Marks. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. 

    1. Assignment. This Platform Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Platform Agreement and to delegate any of its obligations hereunder.

    1. Headings. The headings of the sections and paragraphs of this Platform Agreement are inserted for convenience only and shall not be deemed to constitute part of this Platform Agreement or to affect the construction or interpretation thereof.

SCHEDULE “A”

CREDITS POLICY


This Credits Policy applies to any purchase of AI Credits you make (or any other purchases accompanied by terms that make reference to this Credits Policy) (“Credits”) from Solodigitalis Inc. (the “Company”).


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Credits may be used, upon terms set by the Company, to access certain AI features, but are not redeemable for money or monetary value, do not have an equivalent value in real currency and do not act as a substitute for real currency. The Company will provide the ability for you to check your Credit balance when you log into your account on the Solodigitalis platform. If you are unable to check your Credit balance, you may email the Company to check your balance at hello@booth.events.


Other than the purchase price, there are no fees associated with Credits. You will be provided with a receipt for any purchase of Credits.


Credits may only be used to access features directly through Solodigitalis’ platforms.


Credits cannot be used to pay invoices or make a payment on a credit account.


Each use of Credits is final. Credits cannot be reinstated or refunded once used to access AI Features.

You acknowledge and agree that neither the Company nor any other person or entity has any obligation to exchange Credits for anything of value, including without limitation, actual currency.


All purchases of Credits are final and are not refundable (except at the sole election and discretion of the Company), transferable, or exchangeable under any circumstances, except as otherwise required by applicable law. You may be entitled to a refund of your Credits if your Credit balance is lower than $5 (or the equivalent in Credits).


Credits do not expire. However, the Company may choose to stop making Credits available for purchase. The Company may also add, remove or change the AI features that can be accessed using Credits. In the event that Credits are no longer usable to access AI features, the Company will refund the purchase price of your existing Credits.

SCHEDULE “B”

PAYMENT TERMS

PAYMENT FOR PREMIUM SERVICES: Premium Services (meaning services that you must pay for) may be offered on a subscription basis with or without a free trial period, per usage basis or as otherwise described at the time of your purchase, and may be payable in advance, in arrears, per usage, or as otherwise described at the time of your purchase. If you purchase any Premium Services, you hereby agree to pay all charges to your account, including applicable taxes, in accordance with billing terms in effect at the time the charges are payable and whether charged by Solodigitalis or the online application store from which you downloaded the Apps (the “Application Store”). You agree to abide by any relevant terms of service or other legal agreement that governs your use of a given payment processing service and/or method. If you purchase Premium Services on a subscription basis, you acknowledge and agree that this is a recurring payment and payments shall be made by the payment method and payment intervals you have selected, until the subscription for the Premium Services is terminated. You agree that if you purchase Premium Services through an Application Store, all payment related questions, issues, disagreements and/or disputes shall be handled in accordance with the terms of service or other legal agreement that governs your use of a given payment processing service and/or method, and in no event will Solodigitalis have any responsibility in connection with any of the foregoing.

REFUNDS: Unless otherwise prohibited by applicable law, all purchases for Premium Services are final and non-refundable. If you believe that Solodigitalis has charged you in error, you may request a refund for any Premium Service purchased from an Application Store if permitted by, and pursuant to the refund rules of, the Application Store.

TRIAL SUBSCRIPTIONS: You may be offered a subscription with a free trial period at the start of the first subscription period. Such subscriptions are active subscriptions governed by the same terms as subscriptions without trials. By starting such a subscription you agree to be automatically charged the first payment amount as noted during the checkout process, unless you cancel at least 24 hours before the end of the trial period. If offered a free trial, you are entitled to a lifetime maximum of one trial period. For clarity, you are not entitled to a free trial period at the commencement of a second subscription.

SUBSCRIPTION CANCELLATION: You may cancel an active subscription, including an active subscription in its trial period, at any time. Cancellations received at least 24 hours before the next billing date will prevent the next subscription payment from being processed; cancellations received after this time may be applied to the following billing period instead of the current one. To cancel your subscription you must use the website functionality directly: sending an email, support request, chat, or any form of communication does not constitute cancelling your subscription.

METHOD OF PAYMENT: Payments must be made within the Platform. No payments made outside the Platform will be accepted. If in an app, the payment method is defined by your settings in the Application Store. If on a Website, the payment method is defined by your choices on the Website. Payment on the Platform may be conducted through the use of a third party payment service, including, without limitation, Stripe, Klarna and SEPA direct debit (the “Third Party Payment Service”). The options for Third Party Payment Services on the Platform may differ depending on your jurisdiction. The Company does not assume responsibility for and has no control over the Third Party Payment Service and makes no representations or warranties about any Third Party Payment Service that may be accessed from or used in connection with the Platform. Where you access the Third Party Payment Service, you acknowledge and agree you are doing so at your own risk. You agree that your use of the Third Party Payment Service shall be governed by the terms and conditions of the Third Party Payment Service and may be subject to different laws, including the laws of another jurisdiction.

PAYMENT DISPUTES: Any payment dispute made through your payment provider after a payment has been processed is considered a breach of this contract, and may result in immediate termination of your account including loss of access and deletion of all data stored for the associated user(s) on the Platform, including photos/videos, customer data, event data, and so on.

LATE PAYMENT TERMS: If a payment for a subscription fails to process, the payment will be retried multiple times for up to a week beyond the initial payment processing date. If the payment is not successfully processed by the end of this week, the subscription will be automatically cancelled. If your subscription is cancelled you may lose access to the platform, which could result in the deletion of all data stored for the