AGREEMENT BETWEEN USER AND BRAINSIGHTS INC.

Access to and use of this website is subject to the following conditions. Please do not use this website unless you agree with these conditions.

The Web Site (the “Site”) is comprised of various Web pages developed and administered by Brainsights Inc. and/or its agents (“BRAINSIGHTS”). Please note that we may make changes to the following terms of use at our own discretion and without prior announcement. We must therefore ask you, next time you visit this website, to view the conditions again and to note any changes or amendments that may have been made.

We have carefully checked this website and make every effort to continually expand and update it. However, we cannot accept responsibility for errors, omissions or possible obsolescence

Access to and use of the Site is conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Site constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

BRAINSIGHTS reserves the right to change the terms, conditions, and notices under which the Site is offered, including but not limited to the charges associated with the use of the Site.

LINKS TO THIRD PARTY SITES

The Site may contain links/references to third party websites (“Linked Sites”). The Linked Sites are not under the control of BRAINSIGHTS and it is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. BRAINSIGHTS is not responsible for webcasting or any other form of transmission received from any Linked Site. By providing such links, BRAINSIGHTS does not imply endorsement, investigation or verification by BRAINSIGHTS of the linked website or information contained therein. Neither does BRAINSIGHTS accept any responsibility for the availability or the contents of such websites or any liability for damage or injury resulting from the use of such contents, of whatever form. Links to other websites are provided to website users merely for the sake of convenience. Users access such websites at their own risk.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Site, you warrant to BRAINSIGHTS that you will not use the Site for any purpose that is unlawful or that is prohibited by these terms, conditions, and notices. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

ACCESS RIGHTS

Please note that you are obliged to protect your access rights from unauthorized third-party use and that you must ensure that such access rights cannot be used by others without your authorization.

You must notify BRAINSIGHTS immediately if you learn that security has been violated in respect of any details available on the BRAINSIGHTS website or if unauthorized persons have obtained your access rights or if you have found indications that such access might become possible.

MATERIALS PROVIDED TO BRAINSIGHTS OR POSTED ON ANY BRAINSIGHTS WEB SITE

The user of this website is fully responsible for the content and correctness of details he or she sends to BRAINSIGHTS as well as for the non-violation of any third-party rights that may be involved in such details. The user gives his or her consent for BRAINSIGHTS to store such details and to use the same for the purpose of statistical analysis or for any other specified business purpose, unless the information involves personal details, going beyond master data or usage data. EXCEPT FOR SUCH PERSONAL DETAILS, ALL INFORMATION YOU TRANSMIT TO THIS WEBSITE INCLUDING ANY DATA, QUESTIONS, COMMENTS, SUGGESTIONS OR THE LIKE IS AND WILL BE TREATED AS BEING NON-CONFIDENTIAL AND NON-PROPRIETARY. In particular, BRAINSIGHTS is entitled to use the contents of such messages, including ideas, inventions, blueprints, techniques and expertise contained therein, for any purpose, such as the development, production and/or marketing of products or services and to reproduce such information and make it available to third parties without any limitations and without incurring any obligation whatsoever to you, and by sending such information you waive all your rights thereto.

BRAINSIGHTS reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in BRAINSIGHTS’s sole discretion.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. BRAINSIGHTS AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. ADVICE RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

BRAINSIGHTS AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. THIS WEB SITE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. BRAINSIGHTS AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRAINSIGHTS AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF BRAINSIGHTS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

TERMINATION/ACCESS RESTRICTION

BRAINSIGHTS reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice.

GENERAL: The laws of the Province of Ontario will govern these disclaimers, terms, and conditions, without giving effect to any principles of conflicts of laws. BRAINSIGHTS reserves the right to make changes to the Site and these disclaimers, terms, and conditions at any time and you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and BRAINSIGHTS as a result of this agreement or use of the Site. BRAINSIGHTS’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of BRAINSIGHTS’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by BRAINSIGHTS with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and BRAINSIGHTS with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and BRAINSIGHTS with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT

This website and its contents, including all information, videos, images and photographs, are protected by copyright, which is owned by BRAINSIGHTS and/or by third parties, and is reproduced in this website under license. The website and its contents are intended for private, non-commercial use by individuals. Any commercial use of the website, in whole or in part, directly or indirectly, is specifically forbidden except with the prior written authority of the owner of the copyright.

Users may, subject to these Terms of Use, print or otherwise save individual pages for private use. However, the Content may not be modified or altered in any respect, merged with other data or published in any form, in whole or in part. The prohibited uses include “screen scraping”, “database scraping” and any other activity intended to collect, store, reorganize or manipulate data on the pages produced by, or displayed on the BRAINSIGHTS website.

TRADEMARKS

Trademarks used on the website, including The BRAINSIGHTS logo, may be owned by BRAINSIGHTS or third parties. Nothing contained on this website gives any user the right or license to use any trademark displayed on this website without the express permission of the owner.