Restriction Violation/Threat: 1432838 ONTARIO LTD GROUP OF COMPANIES reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, and/or to deny, restrict, suspend or terminate your access to all or any part of the 1432838 Ontario Ltd group of companies Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. 1432838 ONTARIO LTD GROUP OF COMPANIES expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the 1432838 Ontario Ltd group of companies Services if 1432838 ONTARIO LTD GROUP OF COMPANIES determines, in its sole discretion, that you (i) have violated this Agreement, (ii) pose a threat to 1432838 ONTARIO LTD GROUP OF COMPANIES and/or its Users and/or (iii) have violated any applicable law.

Access to, and Preservation & Disclosure of Information: You acknowledge and expressly consent to 1432838 ONTARIO LTD GROUP OF COMPANIES accessing, preserving, and disclosing your account information (including but not limited to your Registration Information) and your Content if required to do so by law or in the good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of 1432838 ONTARIO LTD GROUP OF COMPANIES, its Users and the public.

Passwords & Security: When you register to become a Member you will be asked to choose a “User ID” and password.

(d) 1432838 ONTARIO LTD GROUP OF COMPANIES Content – Ownership – You acknowledge and expressly agree that the 1432838 Ontario Ltd group of companies Services contain Content owned by 1432838 ONTARIO LTD GROUP OF COMPANIES and/or its licensors (“1432838 ONTARIO LTD GROUP OF COMPANIES Content“), and is protected by applicable intellectual property and other laws (including but not limited to copyright, trademark, patent, trade secret, industrial secret, and other laws) and that 1432838 ONTARIO LTD GROUP OF COMPANIES owns and retains all rights in the 1432838 Ontario Ltd group of companies Content and the 1432838 Ontario Ltd group of companies Services.

Except as provided for in this Agreement, you shall not modify, rent, lease, loan, sell, distribute or create derivative works based on the 1432838 Ontario Ltd group of companies Services, in any manner, and you shall not exploit the 1432838 Ontario Ltd group of companies Services in any unauthorized way whatsoever (including but not limited to, by trespass or burdening network capacity).

Further, you expressly acknowledge that the 1432838 Ontario Ltd group of companies Content (which includes but is not limited to its embedded players and other concepts, products and/or the 1432838 Ontario Ltd group of companies Services) is patent-pending worldwide.

(e) 1432838 ONTARIO LTD GROUP OF COMPANIES Content – Licence from 1432838 ONTARIO LTD GROUP OF COMPANIES – 1432838 ONTARIO LTD GROUP OF COMPANIES hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the 1432838 Ontario Ltd group of companies Content (excluding any software code) solely for your personal use in connection with viewing the 1432838 Ontario Ltd group of companies Website and using the 1432838 Ontario Ltd group of companies Services.

(f) Content of Others – The 1432838 Ontario Ltd group of companies Services contain Content of Users and other 1432838 ONTARIO LTD GROUP OF COMPANIES licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the 1432838 Ontario Ltd group of companies Services.

Technical Allowances: You understand and acknowledge that the technical processing and transmission of the Service, including your Content, may involve (i) transmissions over various networks and/or (i) changes to conform and adapt to technical requirements of connecting networks or devices. 1432838 ONTARIO LTD GROUP OF COMPANIES performs technical functions necessary to offer the 1432838 Ontario Ltd group of companies Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the 1432838 Ontario Ltd group of companies Services. You agree to allow 1432838 ONTARIO LTD GROUP OF COMPANIES to perform such technical functions.

(a) 1432838 ONTARIO LTD GROUP OF COMPANIES may reject, refuse to post or delete any Content posted by you for any or no reason, including Content that, in the sole judgment of 1432838 ONTARIO LTD GROUP OF COMPANIES, violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity.

(b) 1432838 ONTARIO LTD GROUP OF COMPANIES assumes no responsibility for monitoring the 1432838 Ontario Ltd group of companies Services for inappropriate Content or conduct and does not generally pre-screen or post-screen User Content. If at any time 1432838 ONTARIO LTD GROUP OF COMPANIES chooses, in its sole discretion, to monitor the 1432838 Ontario Ltd group of companies Services, 1432838 ONTARIO LTD GROUP OF COMPANIES nonetheless assumes no responsibility for the Content and 1432838 ONTARIO LTD GROUP OF COMPANIES will have no obligation to modify or remove any inappropriate Content and will have no responsibility for the conduct of the User submitting any such Content.

(c) You are solely and entirely responsible for the Content that you post on or through any of the 1432838 Ontario Ltd group of companies Services and for any material or information that you transmit to other Members and for your interactions with other Users.

(d) Except as otherwise expressly agreed to by 1432838 ONTARIO LTD GROUP OF COMPANIES, you are solely and entirely responsible for ensuring that all Content that you post on or through any of the 1432838 Ontario Ltd group of companies Services, and any material or information that you transmit to other Users, conforms to all applicable data protection and privacy laws, including ensuring that you have obtained the prior consent of any and all individuals whose personal information you use and/or disclose on or through 1432838 ONTARIO LTD GROUP OF COMPANIES.

(e) You are solely and entirely responsible for, and bear all risks associated with, evaluating and using any Content, including any relying on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by 1432838 ONTARIO LTD GROUP OF COMPANIES or submitted to 1432838 ONTARIO LTD GROUP OF COMPANIES that is available on any part of the 1432838 Ontario Ltd group of companies Services.

Prohibited Content: 1432838 ONTARIO LTD GROUP OF COMPANIES reserves the right to investigate and/or to take appropriate legal action against anyone who, in 1432838 ONTARIO LTD GROUP OF COMPANIES’s sole discretion, violates this provision including, without limitation, removing the offending Content from the 1432838 Ontario Ltd group of companies Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of 1432838 ONTARIO LTD GROUP OF COMPANIES:

(a) is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

(b) harasses or advocates harassment of another person;

(c) exploits people in a sexual or violent manner;

(d) contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;

(e) solicits personal information from anyone under 18;

(f) harms minors in any way;

(g) publicly posts information that poses or creates a privacy or security risk to any person or entity;

(h) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

(i) constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;

(j) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;

(k) contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page);

(l) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

(m) solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

(n) involves commercial activities and/or sales without prior written consent from 1432838 ONTARIO LTD GROUP OF COMPANIES such as contests, sweepstakes, barter, advertising, or pyramid schemes;

(o) includes a photograph or video of another person that you have posted without that person’s consent;

(p) for band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile;

(q) violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person; or

(r) promotes propaganda and/or symbols of organizations which are unconstitutional or illegal in your country.

Prohibited Activity: 1432838 ONTARIO LTD GROUP OF COMPANIES reserves the right to investigate and take appropriate legal action against anyone who, in 1432838 ONTARIO LTD GROUP OF COMPANIES’s sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

(a) criminal or tortious activity, including child pornography, corruption of minors, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, “spamming”, “spimming”, sending of viruses or other harmful files, infringement of intellectual property rights (including but not limited to copyright, trademark and patent infringement), or theft of trade or industrial secrets;

(b) uploading, posting, emailing, transmitting or otherwise making available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(c) uploading, posting, emailing, transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of illegal solicitation. You may, however, make legally compliant solicitations in those areas (such as shopping rooms) that are designated for such purpose;

To protect our Members from such advertising or solicitation, 1432838 ONTARIO LTD GROUP OF COMPANIES reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which 1432838 ONTARIO LTD GROUP OF COMPANIES deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the 1432838 Ontario Ltd group of companies Services, you acknowledge that you will have caused substantial harm to 1432838 ONTARIO LTD GROUP OF COMPANIES, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay 1432838 ONTARIO LTD GROUP OF COMPANIES $50 (CDN) for each such unsolicited email or other unauthorized commercial communication you send through the 1432838 Ontario Ltd group of companies Services;

(d) activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

(e) circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the 1432838 Ontario Ltd group of companies Services;

(f) forging headers or otherwise manipulating identifiers in order to disguise the origin of any Content transmitted through the 1432838 Ontario Ltd group of companies Services;

(g) covering or obscuring the banner advertisements on your personal profile page, or any 1432838 ONTARIO LTD GROUP OF COMPANIES page via HTML/CSS or any other means;

(h) any automated use of the system, including but not limited to, using scripts to add friends or send comments or messages;

(i) interfering with, disrupting, or creating an undue burden on the 1432838 Ontario Ltd group of companies Services or the networks or services connected to the 1432838 Ontario Ltd group of companies Services;

(j) impersonating or attempting to impersonate another Member, person or entity or falsely stating or otherwise misrepresenting your affiliation with a person or entity;

(k) for profiles containing an 1432838 ONTARIO LTD GROUP OF COMPANIES player, copying the code for your 1432838 ONTARIO LTD GROUP OF COMPANIES Player and embedding it (or directing others to embed it) anywhere other than your profile on 1432838 ONTARIO LTD GROUP OF COMPANIES, unless expressly permitted to do so;

(l) using the account, User ID, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

(m) selling or otherwise transferring your profile;

(n) using any information obtained from the 1432838 Ontario Ltd group of companies Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;

(o) uploading, posting, emailing, transmitting or otherwise making available an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the 1432838 Ontario Ltd group of companies Services on behalf of that person, such as placing unauthorized commercial content on your profile; or

(p) using the 1432838 Ontario Ltd group of companies Services in a manner inconsistent with any and all applicable laws and regulations.

Protecting Copyrights and Other Intellectual Property: 1432838 ONTARIO LTD GROUP OF COMPANIES respects the intellectual property of others, and requires that our Users do the same.

(a) You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. 1432838 ONTARIO LTD GROUP OF COMPANIES has the right to terminate the Membership of infringers.

(b) If you believe your work has been copied and/or posted on or through the 1432838 Ontario Ltd group of companies Services in a way that constitutes infringement of any of the rights listed in subsection (a), please notify 1432838 ONTARIO LTD GROUP OF COMPANIES’s Compliance Officer of the potential/claimed infringement, and include the following information:

(c) Infringement complaints and notices should be sent to 1432838 ONTARIO LTD GROUP OF COMPANIES’s Compliance Officer, as follows:

Compliance Office

The 1432838 Ontario Ltd group of companies

94 Armour Blvd

Toronto, Ontario, Canada

M3H 1L7

Or use the Contact Us link supplied from any The 1432838 Ontario Ltd group of companies website.

(d) 1432838 ONTARIO LTD GROUP OF COMPANIES provides certain tools and technologies to help manage, track, control and maintain their businesses and their transportation assets. You hereby acknowledge and expressly agree to the use of such tools and technologies in regard to your posted Content.

Disputes between Members: You are solely responsible for your interactions with other 1432838 ONTARIO LTD GROUP OF COMPANIES Members. 1432838 ONTARIO LTD GROUP OF COMPANIES reserves the right, but has no obligation, to become involved with disputes between you and other Members.

Privacy: Use of the 1432838 Ontario Ltd group of companies Services is governed by this Agreement and by 1432838 ONTARIO LTD GROUP OF COMPANIES’s Privacy Policy, which is incorporated into this Agreement by this reference and is an integral part of this Agreement.

Disclaimers: Your use of the 1432838 Ontario Ltd group of companies Services is at your sole risk.

(a) User Content – 1432838 ONTARIO LTD GROUP OF COMPANIES is not responsible for and makes no warranties, express or implied, as to any Content posted by Users (“User Content“) or the accuracy and reliability of any User Content posted on or through the 1432838 Ontario Ltd group of companies Services, whether caused by Users or by any of the equipment or programming associated with or utilized in the 1432838 Ontario Ltd group of companies Services. User Content in now way reflects the opinions, views or policies of 1432838 ONTARIO LTD GROUP OF COMPANIES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE 1432838 ONTARIO LTD GROUP OF COMPANIES SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

(b) User Conduct – 1432838 ONTARIO LTD GROUP OF COMPANIES is not responsible for the conduct, whether online or offline, of any User of the 1432838 Ontario Ltd group of companies Services.

(c) Links, Websites & Resources – 1432838 ONTARIO LTD GROUP OF COMPANIES, Members and/or third parties may provide links to other World Wide Web sites or resources (such as, for example, eBooks provided by 1432838 ONTARIO LTD GROUP OF COMPANIES). Inclusion of any link or Member or resource on the 1432838 Ontario Ltd group of companies Services does not imply the approval or endorsement of 1432838 ONTARIO LTD GROUP OF COMPANIES. When you access such sites or resources, you do so at your own risk. 1432838 ONTARIO LTD GROUP OF COMPANIES has no control over such sites and resources and such websites and resources are not necessarily investigated, monitored or checked for accuracy or completeness by 1432838 ONTARIO LTD GROUP OF COMPANIES. You acknowledge and expressly agree that 1432838 ONTARIO LTD GROUP OF COMPANIES is not responsible for the availability of such external sites or resources, and that 1432838 ONTARIO LTD GROUP OF COMPANIES does not endorse and is not responsible or liable for any Content, advertising, products, opinions or other materials on, or available from or through such sites or resources. You further acknowledge and expressly agree that 1432838 ONTARIO LTD GROUP OF COMPANIES is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

(d) Third Party Advertisers & Applications – 1432838 ONTARIO LTD GROUP OF COMPANIES, Members and/or third parties may create and or otherwise provide advertisements and applications to Users. 1432838 ONTARIO LTD GROUP OF COMPANIES takes no responsibility for Member or third party advertisements or applications that are created and/or posted on or through the 1432838 Ontario Ltd group of companies Services, nor does it take any responsibility for the goods or services provided by its advertisers. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the 1432838 Ontario Ltd group of companies Services, including payment and delivery of related goods or services, and any other terms, representations, warranties or conditions associated with such dealings, are solely between you and such advertiser. You agree that 1432838 ONTARIO LTD GROUP OF COMPANIES is not responsible or liable for any loss or damage of any sort incurred as a result of such dealings or as a result of the presence of third party advertisers on the 1432838 Ontario Ltd group of companies Services.

(e) Communications – 1432838 ONTARIO LTD GROUP OF COMPANIES assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication.

(f) Technical Issues / Traffic Congestion – 1432838 ONTARIO LTD GROUP OF COMPANIES is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the 1432838 Ontario Ltd group of companies Services or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the 1432838 Ontario Ltd group of companies Services.

(g) Damages – Under no circumstances shall 1432838 ONTARIO LTD GROUP OF COMPANIES be responsible for any loss or damage, including personal injury or death, resulting from use of the 1432838 Ontario Ltd group of companies Services, attendance at an 1432838 ONTARIO LTD GROUP OF COMPANIES event, from any User Content posted on or through the 1432838 Ontario Ltd group of companies Services, or from the conduct of any Users of the 1432838 Ontario Ltd group of companies Services, whether online or offline.

(h) Merchantability & Particular Purposes – The 1432838 Ontario Ltd group of companies Services are provided “as- is” and “as available” and 1432838 ONTARIO LTD GROUP OF COMPANIES expressly disclaims any and all warranties, representations and conditions of any kind, whether express or implied, including but not limited to any/all implied warranties, representations and conditions of merchantability, fitness for a particular purpose and non-infringement. 1432838 ONTARIO LTD GROUP OF COMPANIES cannot guarantee and does not promise any specific results from use of the 1432838 Ontario Ltd group of companies Services.

(i) Advice & Information – No advice or information, whether oral or written, obtained by you from 1432838 ONTARIO LTD GROUP OF COMPANIES or through the 1432838 Ontario Ltd group of companies Services shall create any new warranty, representation or condition.

(j) General – 1432838 ONTARIO LTD GROUP OF COMPANIES MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

Limitation of Liability: YOU UNDERSTAND AND EXPRESSLY AGREE THAT IN NO EVENT SHALL 1432838 ONTARIO LTD GROUP OF COMPANIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFIT , GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF 1432838 ONTARIO LTD GROUP OF COMPANIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (i) THE USE OR THE INABILITY TO USE THE 1432838 ONTARIO LTD GROUP OF COMPANIES SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, 1432838 ONTARIO LTD GROUP OF COMPANIES’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO 1432838 ONTARIO LTD GROUP OF COMPANIES FOR THE 1432838 ONTARIO LTD GROUP OF COMPANIES SERVICES DURING THE TERM OF MEMBERSHIP.

Jurisdictional Exclusions & Limitations: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS AND CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 22 AND 23 MAY NOT APPLY TO YOU.

International Use: Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.

Software available in connection with the 1432838 Ontario Ltd group of companies Services (the “1432838 ONTARIO LTD GROUP OF COMPANIES Software”) is also subject to Canada’s export controls. No Software may be downloaded from the 1432838 Ontario Ltd group of companies Services or otherwise exported or re-exported in violation of Canadian export laws. Downloading or using the 1432838 Ontario Ltd group of companies Software is at your sole risk.

Disputes – Governing Law, Jurisdiction & Attornment: The Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario, without regard to its conflict of law provisions. You expressly agree to submit to the exclusive jurisdiction of the courts located within the Province of Ontario to resolve any dispute arising out of the Agreement or the 1432838 Ontario Ltd group of companies Services.

EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OR TO PARTICIPATE IN CLASS PROCEEDINGS IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

Indemnity: You agree to indemnify and hold 1432838 ONTARIO LTD GROUP OF COMPANIES and its subsidiaries, affiliates, directors, officers, agents, partners and employees harmless from any loss, liability, claim, or demand, including reasonable legal fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the 1432838 Ontario Ltd group of companies Services, your use of the 1432838 Ontario Ltd group of companies Services, your connection to the 1432838 Ontario Ltd group of companies Services, your violation of this Agreement, or your violation of any rights of another.

No Resale of 1432838 ONTARIO LTD GROUP OF COMPANIES Services: You agree not to reproduce, duplicate, copy, sell, trade, or exploit for any commercial purposes, any portion of the 1432838 Ontario Ltd group of companies Services (including the User ID and/or password associated with your account), use of the 1432838 Ontario Ltd group of companies Services, or access to the 1432838 Ontario Ltd group of companies Services.

(a) Independent Legal Advice – The parties each acknowledge having read, understood and agreed with all of the provisions of this Agreement and have signed it of their own free will and without any form of duress being exerted upon any of them by the others, and each acknowledge having had the opportunity to obtain independent legal advice with respect to it and that they have each either received or expressly waived same.

(b) Acceptance – This Agreement is accepted upon your use of the 1432838 Ontario Ltd group of companies Website or any of the 1432838 Ontario Ltd group of companies Services and is further affirmed by you by completing the registration process and becoming a Member.

(c) Language – The parties hereto have agreed that this Agreement and any of its accessories, including notice, be written in the English language. / Les parties aux présentes ont exigé que ce contrat et ses accessoires, y compris tout avis, soient rédigés en anglais.

(d) Waiver – Neither you nor 1432838 ONTARIO LTD GROUP OF COMPANIES is to be deemed to have waived the exercise of any right that it holds under this Agreement, at law or in equity, unless such waiver is made in writing. No waiver made with respect to any instance involving the exercise or non-exercise of any such right is to be deemed to be a waiver with respect to any other instance involving the exercise or non-exercise of the right or with respect to any other such right.

(e) Severability – In the event any provision of this Agreement, as amended from time to time, is deemed invalid or void, in whole or in part, by any court of competent jurisdiction, such invalidity or unenforceability attaches only to such provision or part thereof and the remaining terms and provisions of this Agreement remain in full force and effect.

(f) No Right of Survivorship and Non-Transferability – You agree that your 1432838 ONTARIO LTD GROUP OF COMPANIES Account/Membership is non-transferable and any rights to your User ID or Content within your Account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all Content permanently deleted.

(g) Statute of Limitations – You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or related to this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

(h) Further Assurances – You agree to use reasonable efforts to do, make, execute, deliver, or cause to be done, made, executed, or delivered, all such further acts, documents, and things as 1432838 ONTARIO LTD GROUP OF COMPANIES may reasonably require from time to time for the purpose of giving effect to this Agreement, including regularly reviewing the Terms of Use Agreement and updating your Registration Information.

Acknowledgement / Entire Agreement: You ACKNOWLEDGE and expressly agree that you have read this Agreement, understand it and agree further to be bound by its terms and conditions, as amended from time to time. Further, You ACKNOWLEDGE and expressly agree that this instrument is the complete and exclusive statement of the agreement between you and 1432838 ONTARIO LTD GROUP OF COMPANIES, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject-matter of this Agreement.

Please CONTACT 1432838 ONTARIO LTD GROUP OF COMPANIES if you have any questions, comments or concerns regarding this Agreement.