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TenDigits Website Use Agreement

This Agreement governs your use of the TenDigits Website. By using the Website, you acknowledge and signify that you have read, understood, and agreed to be bound by this Agreement. If you do not accept and agree to this Agreement, you may not use the Website.

  1. YOUR ACCEPTANCE OF THIS AGREEMENT - This is an Agreement between you and all persons you represent (and for purposes of this Agreement, "person" includes natural persons and any type of incorporated or unincorporated entity) and TenDigits Software Inc. ("TenDigits") regarding your use of the TenDigits website and its content (collectively the "Website"). Each time you use the Website you signify your acceptance and agreement, and the acceptance and agreement of all persons you represent, 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 all persons you represent.

  2. OTHER TENDIGITS AGREEMENTS - This Agreement is in addition to and supplements any written agreements (including without limitation all software licenses, End User License Agreements, and services agreements) that you or any persons you represent have with TenDigits (now or in the future) concerning your dealings with TenDigits, including software and services provided by TenDigits. This Agreement and all other agreements that you or any persons you represent have with TenDigits (now or in the future) together constitute the entire agreement regarding your access to and use of the Website. In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of any other agreement that you or any persons you represent have with TenDigits, the provisions of this Agreement shall govern regarding your access to and use of the Website.

  3. PERMISSION TO USE THE WEBSITE - The Website may be accessed and used only by individuals who have accepted and agreed to this Agreement, reached the age of majority in their jurisdictions of residence, and can form legally binding contracts under applicable law. Certain portions of the Website may be accessed and used only by individuals who have been issued a password by TenDigits. TenDigits may in its absolute discretion refuse permission to access and use the Website. The Website may not be used by persons in jurisdictions where access to or use of the Website or any part of it may be illegal or prohibited. The Website is made available to you for your lawful personal use only. You may access and use the Website using commercially available, SSL-capable Web browser software. You may only use the Website in the manner described expressly in this Agreement. In particular, except as expressly stated otherwise in this Agreement, the Website may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior written consent of TenDigits. You may not reproduce, copy, duplicate, sell, or resell any part of the Website or access to the Website. You may not use any of the software that is used in the operation of the Website except while you are using the Website.

  4. PASSWORDS - All passwords remain the property of TenDigits, and may be cancelled or suspended at any time by TenDigits in its absolute discretion, and without any notice or liability to you or any other person. The use of a password does not restrict access by TenDigits to password-protected information.

    YOU MUST KEEP YOUR PASSWORD CONFIDENTIAL AND NOT DISCLOSE IT TO ANY PERSON OR PERMIT ANY OTHER PERSON TO USE IT.

    You must take all reasonable precautions to maintain the secrecy of your password, including ensuring that any information stored on any computer with which you access the Website is protected against unauthorized access by other persons. You must not use any "save password" feature on your Internet browser in conjunction with the Website. Once you have initiated a session in connection with the Website, you must not leave the Internet terminal from which you have accessed the Website until you have terminated that session and logged off the Website.

    TenDigits is not required to confirm the identity or authority of any person using your password. TenDigits may act upon any communication that is given with the use of your password. TenDigits may, in its absolute discretion, require proof at any time of the authority of any person seeking to use your password, and may refuse to accept or act upon any communication if it is not satisfied with such proof.

    YOU AND ALL PERSONS YOU REPRESENT ARE JOINTLY AND SEVERALLY LIABLE FOR ANY AND ALL USE AND MISUSE OF YOUR PASSWORD. YOU MUST ENSURE THAT ALL USES OF YOUR PASSWORD COMPLY WITH THIS AGREEMENT. PASSWORDS MAY NOT PREVENT UNAUTHORIZED ACCESS TO DATA OR OTHER INFORMATION YOU MAY USE IN CONNECTION WITH THE WEBSITE. YOUR USE OF YOUR PASSWORD IS AT YOUR OWN RISK. YOU MUST NOTIFY TENDIGITS IMMEDIATELY AT INFO (AT) TENDIGITS (DOT) COM IF YOU KNOW OR SUSPECT THAT YOUR PASSWORD HAS BEEN LOST OR STOLEN OR BECOME KNOWN TO OR USED BY ANY OTHER PERSON. UNTIL YOU GIVE SUCH NOTICE TO TENDIGITS AND TENDIGITS ACTUALLY RECEIVES AND PROCESSES IT, YOU AND ALL PERSONS YOU REPRESENT WILL CONTINUE TO BE JOINTLY AND SEVERALLY LIABLE FOR ALL AUTHORIZED OR YOU AND ALL PERSONS YOU REPRESENT ARE JOINTLY AND SEVERALLY LIABLE FOR ANY AND ALL USE AND MISUSE OF YOUR PASSWORD. YOU MUST ENSURE THAT ALL USES OF YOUR PASSWORD COMPLY WITH THIS AGREEMENT. PASSWORDS MAY NOT PREVENT UNAUTHORIZED ACCESS TO DATA OR OTHER INFORMATION YOU MAY USE IN CONNECTION WITH THE WEBSITE. YOUR USE OF YOUR PASSWORD IS AT YOUR OWN RISK. YOU MUST NOTIFY TENDIGITS IMMEDIATELY AT INFO (AT) TENDIGITS (DOT) COM IF YOU KNOW OR SUSPECT THAT YOUR PASSWORD HAS BEEN LOST OR STOLEN OR BECOME KNOWN TO OR USED BY ANY OTHER PERSON. UNTIL YOU GIVE SUCH NOTICE TO TENDIGITS AND TENDIGITS ACTUALLY RECEIVES AND PROCESSES IT, YOU AND ALL PERSONS YOU REPRESENT WILL CONTINUE TO BE JOINTLY AND SEVERALLY LIABLE FOR ALL AUTHORIZED OR UNAUTHORIZED USE OF YOUR PASSWORD.

  5. WEBSITE COMMUNICATIONS - All communications you submit through the Website must be true, accurate and complete. You authorize TenDigits to accept communications that they receive from you by means of the Website and respond to your communications by means of Internet communications, email or other communications. Communications you send to TenDigits by means of the Website are not delivered or effective unless and until they are processed by the responsible TenDigits representative.

  6. WEBSITE CONTENT - TenDigits is not obliged to monitor, screen, police or edit the use of the Website, including postings of materials to the Website, although TenDigits reserves the right to do so in its discretion. TenDigits will respond as it considers appropriate, in its discretion, if it becomes aware of any inappropriate uses of the Website, including without limitation uses that constitute copyright infringement. You may report any claims or concerns (including copyright infringement claims) regarding the Website or its content by sending an email to INFO (AT) TENDIGITS (DOT) COM.

  7. SOFTWARE AGREEMENTS - TenDigits may cause software to be available for you to download from the Website or through other websites. The software is protected by copyright. This Agreement and the software license agreement specific to the software govern your downloading and use of the software.

  8. DISCLAIMERS AND LIABILITY EXCLUSION

    TENDIGITS DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE WEBSITE (WHICH INCLUDES ALL CONTENT, INFORMATION AND SERVICES AVAILABLE ON OR THROUGH THE WEBSITE). YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATING TO ACCURACY, ACCESSIBILITY, AVAILABILITY, COMPLETENESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, LACK OF NEGLIGENCE, MERCHANTABILITY, NON-INFRINGEMENT, PERFORMANCE, QUALITY, RESULTS, SECURITY, SERVICE, TIMELINESS, TITLE, UNINTERRUPTED SERVICE, VIRUSES OR WORKMANLIKE EFFORT, ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY TENDIGITS TO THE FULLEST EXTENT PERMITTED BY LAW. THE OPERATION OF THE WEBSITE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND THE CONTROL OF TENDIGITS AND MAY NOT BE CONTINUOUS OR UNINTERRUPTED OR SECURE.

    YOU ARE SOLELY RESPONSIBLE FOR: (A) OBTAINING, CONFIGURING AND MAINTAINING ALL COMPUTER HARDWARE, SOFTWARE, TELEPHONE SERVICES, AND OTHER EQUIPMENT AND SERVICES NECESSARY FOR YOU TO ACCESS AND USE THE WEBSITE; (B) SCANNING FOR AND PREVENTING THE RECEIPT AND TRANSMISSION OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; AND (C) MAINTAINING A COMPLETE AND CURRENT BACKUP OF ALL OF THE DATA CONTAINED ON YOUR COMPUTER SYSTEM PRIOR TO ACCESSING OR USING THE WEBSITE. TENDIGITS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE WEBSITE BY YOU OR ANY OTHER PERSON.

    The exclusion of certain warranties and the exclusion or limitation of certain liabilities is prohibited by law in some jurisdictions. Such limitations may apply to you.

  9. NO ADVICE - The Website is not intended to be a comprehensive or detailed statement concerning the matters addressed; professional or expert advice or recommendations; or an offer or recommendation to sell or buy any book or other item, product or service. You should seek appropriate, qualified professional advice and recommendations before acting or omitting to act based upon any information provided on or though the Website.

  10. PERSONAL INFORMATION - TenDigits collects, uses and discloses your personal information in accordance with the TenDigits Privacy Statement which may be changed from time to time by TenDigits in its absolute discretion without any notice or liability to you or any other person by posting an amended Privacy Statement on the Website. By accepting this Agreement, and each time you use the Website, you consent to the collection, use and disclosure of your personal information by TenDigits in accordance with the Privacy Statement as it then reads.

  11. OWNERSHIP OF THE WEBSITE - The Website and all information (in text, graphical, video and audio forms), images, icons, software, designs, applications, calculators, models, data, and other elements available on or through the Website are the property of TenDigits and others, and are protected by Canadian and international copyright, trademark, and other laws. Your use of the Website does not transfer to you any ownership or other rights in the Website or its content.

  12. TRADEMARK INFORMATION - TENDIGITS™, TENDIGITS.COM™, the TENDIGITS logo, MOBILEACCESS™, the MOBILEACCSS logo, COMMON SENSE. UNCOMMON EXPERIENCE™, and ADVANCING BUSINESS RESULTS™ are trademarks, service marks and trade names owned or licensed by TenDigits. Other product and company names and logos appearing on the Website may be registered or unregistered trademarks, service marks, trade names and logos of their respective owners. Any use of the trademarks, service marks, trade names or logos displayed on the Website (collectively "Marks"), except as expressly provided in this Agreement, is strictly prohibited. Nothing appearing on the Website or elsewhere will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Marks.

  13. OTHER SITES - For your convenience, the Website may include links to other Internet sites or resources and businesses operated by other persons (collectively "Other Sites"). Other Sites are independent from TenDigits, and TenDigits has no responsibility or liability for or control over Other Sites, their business, goods, services, or content. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you will not make any claim against TenDigits arising from, connected with, or relating to your use of Other Sites or your dealings with the owners or operators of Other Sites. As between you and TenDigits, the provisions of this Agreement under the section headed Disclaimers and Liability Exclusion (section 8) apply, with all necessary modifications, to your access to and use of any Other Sites and their business, goods, services and content.

  14. NO LINKING, FRAMING, MIRRORING, SCRAPING, DATA-MINING OR POSTINGS - Links to the Website without the express written permission of TenDigits are strictly prohibited. The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any method is strictly prohibited. You may not use any collaborative browsing or display technologies in connection with your use of the Website or to post comments, communications, or any other data of any kind to or on the Website with the intention that such postings may be viewed by other users of the Website.

  15. UNSOLICITED SUBMISSIONS - If you send any unsolicited ideas, suggestions or other materials, including ideas for new advertising campaigns, new promotions, new or improved goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names ("Submissions") to TenDigits or the Website you automatically grant (or warrant that the owner of the Submissions grants) to TenDigits and its successors and assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, 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 TenDigits or its successors and assigns, and you agree, represent and warrant that all moral rights in the Submissions are waived in favour of TenDigits and its successors and assigns.

  16. CHANGES TO THIS AGREEMENT - TenDigits may, in its absolute discretion, change, supplement or amend this Agreement as it relates to your future use of the Website from time to time, for any reason, and without any notice or liability to you or any other person, by posting a modified Agreement on the Website. You may not change, supplement, or amend this Agreement in any manner.

  17. TERMINATION - If you breach any provision of this Agreement, you may no longer use the Website. TenDigits may, at any time and for any reason and in its absolute discretion, change, suspend or terminate, temporarily or permanently, the Website or any part of it, or your permission to use the Website and your password, or this Agreement, all without any notice or liability to you or any other person. Any persons you represent may, at any time and in their absolute discretion, terminate your permission to access or use the Website. If this Agreement or your permission to access or use all or any part of the Website is terminated by you, or by any persons you represent, or by TenDigits, then this Agreement and all other then existing agreements between TenDigits and you or any persons you represent will continue to apply and be binding upon you and any persons you represent, jointly and severally, regarding your prior access to and use of the Website, and anything connected with, relating to or arising therefrom. Sections 4, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 19 of this Agreement, and all other provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and remain in full force and effect and be binding upon the parties.

  18. GOVERNING LAW AND DISPUTE RESOLUTION - The Website is controlled by TenDigits from Vancouver, British Columbia. This Agreement and all related matters are governed solely by the laws of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. The United Nations Convention On Contracts For The International Sale Of Goods does not apply. Any dispute between you and TenDigits or any other person arising from, connected with or relating to the Website, this Agreement, or any related matters ("Disputes") must be resolved before the Courts of British Columbia sitting in the City of Vancouver, British Columbia, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes. Proceedings regarding Disputes must be commenced in a court of competent jurisdiction in the City of Vancouver, British Columbia, Canada within six (6) months after the Dispute arose, after which time any and all proceedings regarding the Dispute are barred.

  19. 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. This Agreement enures to the benefit of and be binding upon each of TenDigits and its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, and personal representatives, and all persons you represent and their respective successors, assigns and related persons. You and the persons you represent may not assign this Agreement or the rights and obligations under this Agreement without TenDigits' prior written consent, which consent may be withheld in TenDigits' absolute discretion. TenDigits may assign this Agreement and its rights and obligations under this Agreement without your consent or the consent of any persons you represent. No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by all parties. Any rights not expressly granted by this Agreement are reserved to TenDigits. This Agreement is subject to change without notice. You expressly request and require that this Agreement be drawn up in the English language.

This version in effect since December 1, 2006