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Terms of Use
Dyadem International Ltd.

WEB SITE USE AGREEMENT
THIS VERSION IN FORCE SINCE January, 2002

PLEASE READ THIS AGREEMENT CAREFULLY. IT GOVERNS YOUR USE OF THE Dyadem International Ltd.. ("Dyadem") WEB SITE AND THE SERVICES AND GOODS PROVIDED THROUGH THE WEB SITE (COLLECTIVELY THE "WEB SITE"). IT EXEMPTS DYADEM AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ.

EACH TIME YOU USE THE WEB SITE YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH EACH PROVISION OF THIS AGREEMENT EACH TIME YOU USE THE WEB SITE, YOU MAY NOT USE THE WEB SITE. EACH TIME YOU USE THE WEB SITE, THE TEXT OF THIS AGREEMENT AS IT THEN READS WILL GOVERN YOUR USE. ACCORDINGLY, WHEN YOU USE THE WEB SITE YOU SHOULD CHECK THE DATE OF THIS AGREEMENT AND REVIEW ANY CHANGES SINCE THE LAST VERSION.

1. YOUR ACCEPTANCE OF THIS AGREEMENT
This is an Agreement between you and Dyadem International Ltd. ("Dyadem"), and governs your use of the Dyadem Web Site and it's content (collectively the "Web Site"). Each time you use the Web Site you signify your acceptance and agreement, and the acceptance and agreement of any person you purport to represent (and for purposes of this Agreement, "person" includes any type of incorporated or unincorporated entity), without limitation or qualification, to be bound by this Agreement, and you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any person you purport to represent. If you do not agree with each provision of this Agreement, or you are not authorized to agree to and accept this Agreement, or you do not have the legal authority to agree to and accept this Agreement, then you may not use the Web Site.

2. PERMITTED USERS AND ACCESS
The Web Site may be used only by persons who have reached the age of majority or legal age in their jurisdictions and who can form legally binding contracts under applicable law. The Web Site may not be used by persons in jurisdictions where access to or use of the Web Site or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Web Site is lawful, and you must comply with all laws applicable in your jurisdiction.

3. CHANGES TO THIS AGREEMENT
You may not change, supplement, or amend this Agreement in any manner. Dyadem may, in its sole discretion, change, supplement or amend this Agreement as it relates to your future use of the Web Site from time to time, for any reason, and without any notice or liability to you or any other person, by posting a revised Agreement on the Web Site.

4. NO PROFESSIONAL ADVICE
THE WEB SITE IS FOR CONVENIENCE AND INFORMATIONAL PURPOSES ONLY. THE WEB SITE IS NOT INTENDED TO BE A COMPREHENSIVE OR DETAILED STATEMENT CONCERNING THE MATTERS ADDRESSED; ADVICE OR RECOMMENDATIONS, WHETHER SCIENTIFIC OR ENGINEERING IN NATURE OR OTHERWISE; OR AN OFFER TO SELL OR BUY ANY PRODUCT OR SERVICE.

5. GENERAL DISCLAIMER
Although Dyadem has attempted to provide accurate information on this Web Site, Dyadem assumes no responsibility for the accuracy of the information. Dyadem may modify or terminate all or any part of the information contained in or functionality available through this Web Site.

ALL INFORMATION PROVIDED ON THIS WEB SITE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BCN HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH REGARD TO ANY INFORMATION, PRODUCT OR SERVICE PROVIDED OR PURCHASED THROUGH THIS WEB SITE. DYADEM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, THIS WEB SITE OR ANY MATERIALS ON THIS SITE OR ANY SITE LINKED TO THIS SITE.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL BCN BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THIS SITE OR THE MATERIALS ON THIS SITE, EVEN IF DYADEM OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF.

LIABILITY EXCLUSION
DYADEM AND ITS PROVIDERS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE WEB SITE BY YOU OR ANY OTHER PERSON, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY DYADEM OR ANY PROVIDER OR ANY PERSON FOR WHOM DYADEM OR ITS PROVIDERS ARE RESPONSIBLE, AND NOTWITHSTANDING THAT DYADEM OR ITS PROVIDERS MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON. ·

LIABILITY LIMITATION
IN NO EVENT WILL BCN'S OR ANY OF ITS PROVIDERS' TOTAL LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY DYADEM OR ANY PERSON FOR WHOM DYADEM IS RESPONSIBLE, EXCEED $25 (CDN) OR THE AMOUNT YOU PAID TO DYADEM FOR THE USE OF THE WEB SITE, WHICHEVER IS LESS.

RELEASE
YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE EACH OF BCN AND ITS PROVIDERS AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE WEB SITE.

INDEMNITY
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD EACH OF BCN AND ITS PROVIDERS AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM OR DEMAND ARISING OUT OF, RELATED TO, OR CONNECTED WITH YOUR USE OF THE WEB SITE (INCLUDING THE APPLICATIONS, CALCULATIONS, MODELS, DATA, ENGINEERING STANDARDS, AND ENGINEERING SPECIFICATIONS AVAILABLE ON OR THROUGH THE WEB SITE) OR YOUR BREACH OF THIS AGREEMENT. YOU WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY THE INDEMNIFIED PARTIES IN THE DEFENCE OF ANY SUCH CLAIM OR DEMAND. ADVICE AND INFORMATION PROVIDED BY BCN OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY OR CONDITION OR VARY OR AMEND THIS AGREEMENT, INCLUDING THE ABOVE DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION, RELEASE AND INDEMNITY PROVISIONS, AND YOU MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION. The exclusion of certain warranties and the limitation of certain liabilities is prohibited by legislation in some jurisdictions. Such legislative limitations may apply to you. The disclaimer, liability exclusion, liability limitation, release, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement.

6. OWNERSHIP AND PERMITTED USE OF THE WEB SITE
The Web Site and all information (in text, graphical, video and audio forms), images, icons, software, design, applications, calculators, models, projections and other elements available on or through the Web Site are the property of Dyadem or its suppliers, and are protected by Canadian and international copyright, trade-mark, and other laws. Your use of the Web Site does not transfer to you any ownership or other rights in the Web Site or its content. You may only use the Web Site in the manner described specifically in this Agreement.
The Web Site may not be used for any purpose not expressly permitted by this Agreement. In particular, except as expressly stated otherwise in this Agreement, the Web Site may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, or distributed in any way, in whole or in part, without the express prior written consent of Dyadem. You may not use any of the software that is used in the operation of the Web Site except while you are using the Web Site. You may not reproduce, copy, duplicate, sell, or resell any part of the Web Site (including the software used in the operation of the Web Site) or access to the Web Site.
The Web Site is made available to you for your lawful use only. You may access and browse the Web Site using commercially available, SSL-capable Web browser software. You may print or download the pages of the Web Site for your personal use provided that you do not modify any of the Web Site pages or other content and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers.

7. OTHER SITES
The Web Site may include advertisements for, and links to, other Web sites or resources and businesses operated by other persons ("Other Sites"). Other Sites are independent from Dyadem, and Dyadem has no responsibility or liability for or control over Other Sites, their business, goods, services, or content. Links to Other Sites are provided solely for your convenience. Dyadem does not sponsor or endorse any Other Sites or their content or the goods or services available through those other Web Sites. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you may not make any claim against Dyadem arising out of your use of any Other Sites or your dealings with the owners or operators of any Other Sites. The provisions of this Agreement under the section headed Disclaimer, Liability Exclusion, Liability Limitation, Release and Indemnity apply, with all necessary modifications, to your access to and use of any Other Sites and their business, goods, services, and content.

8. LINKING, FRAMING, MIRRORING AND SCRAPING THE WEB SITE
Links to the Web Site without the express written permission of Dyadem International Ltd. are strictly prohibited. To request permission to link to the Web Site, please contact info@dyadem.com. Dyadem International Ltd. reserves the right to cancel and revoke any permission it may give to link to the Web Site at any time, for any reason, without any notice, and without any liability to you or any other person. The framing of the Web Site or any of its content in any form and by any method is strictly prohibited.

9. POSTINGS AND UNSOLICITED SUBMISSIONS
You may not use technologies such as Gooey™ or Third Voice™ in connection with your use of the Web Site or to post comments, communications, or any other data of any kind to or on the Web Site with the intention that such postings may be viewed by other users of the Web Site.
Dyadem welcomes your comments and suggestions regarding the Web Site. However, by submitting any comments, ideas, suggestions or other materials (collectively "Submissions") to Dyadem or the Web Site, you automatically grant (or warrant that the owner of the Submissions grants) to Dyadem a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, communicate, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Dyadem, and you agree, warrant and represent that all moral rights in the Submissions are waived.

10.TRADEMARKS
The trademarks, service marks, and logos (the "Trademarks") displayed on this Site are registered and unregistered Trademarks of Dyadem and others. Users are not permitted to use these Trademarks for any purpose without the prior written consent of Dyadem or the third party owning the Trademark.

11. GOVERNING LAW AND DISPUTE RESOLUTION
The Web Site is controlled by Dyadem from Toronto, Ontario. This Agreement, your use of the Web Site, and all related matters are governed solely by the laws of the State of Delaware, United States of America and applicable federal laws of the United States, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.
Any dispute between Dyadem and you or any other person arising from, in connection with or relating to the Web Site, this Agreement or any related matters must be resolved before the Courts of the Province of Ontario sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter.
Any claim or cause of action you may have arising from, connected with, or relating to your use of the Web Site, this Agreement, or any related matters must be commenced in a court of competent jurisdiction in the Province of Ontario within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statute or law to the contrary.

12. OTHER MATTERS
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of this Agreement and shall not affect the validity and enforceability of any remaining provisions.
The provisions of this Agreement will enure to the benefit of and be binding upon each of Dyadem and its Providers and each of their respective successors and assigns and related persons, including without limitation, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Dyadem, which may be withheld in Dyadem's sole discretion. Dyadem may assign this Agreement and its rights and obligations under this agreement without your consent.
No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.
You and Dyadem are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of the Web Site.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documetns qui s'y rapportent soient rediges en anglais.
Any rights not expressly granted by this Agreement are reserved to Dyadem.
This Agreement is subject to change without notice.