Terms of Use

------------------- TERMS AND CONDITIONS OF USE FOR REPUTATION.CA

------------------- Please read the following carefully.

------------------- IMPORTANT! These Terms of Use govern your use of this website ("Site"), our products and our services (collectively, the "Services") which are owned, operated and provided by Reputation.ca Ltd. ("Reputation.ca", "we", "our", "us"). Please read these Terms of Use carefully before using our Services. Any person who wishes to use our Services must accept these Terms of Use without change. BY USING OUR SERVICES, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS OF USE AND ALL RELATED POLICIES AND GUIDELINES OF THIS SITE, INCLUDING THE PRIVACY POLICY, AS INDICATED IN THESE TERMS OF USE ARE INCORPORATED BY REFERENCE. These Terms of Use or any other policies or guidelines governing our Services are subject to change by Reputation.ca at any time in its sole discretion. Any changes will be effective upon the posting of the revisions on our Site. Your use of our Services will be subject to the most current version of the Terms of Use posted on our Site at the time of such use. Your continued use of our Services after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms of Use regularly. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS OF USE, PLEASE IMMEDIATELY DISCONTINUE YOUR USE OF OUR SERVICES.

------------------- Your Registration Obligations

------------------- We may at times require that you register and/or set up an account to use certain portions of our Services, or our Services as a whole. In order to do so, you may be provided, or required to choose, a password, user ID, and/or other registration information, including, but not limited to, personal information (collectively, "Registration Information"). You agree and represent that all Registration Information provided by you is accurate and up-to-date. If any of your Registration Information changes, you must update it by sending the corrected Registration Information to us at: info@reputation.ca or by using the appropriate update mechanism on our Site, if available. If Reputation.ca believes that the Registration Information you provide is not correct, current, or complete, Reputation.ca reserves the right to refuse you access to its Services. However, Reputation.ca has no obligation to verify the accuracy, currency completeness or usefulness of any Registration Information that you have provided to our Services. You must be at least eighteen (18) years old to use the registered Services. Your use of the registered Services is a representation to Reputation.ca that you are at least eighteen (18) years of age. You agree to cooperate with Reputation.ca's reasonable measures to verify your identity and authority in connection with your use of the Services.

------------------- If you are accessing our Services on behalf of a body corporate (which includes a company or other organization with legal personality wherever or however incorporated), a partnership, a trust, a joint venture or an incorporated association or organization (the "Company"), by accessing our Services, that Company accepts these terms and you warrant that you are authorized to accept these terms on behalf of such Company. User ID/Password

------------------- If you register and/or set up an account on the Site, you will be solely responsible for maintaining the confidentiality of any user ID, password, and similar information. You may not authorize others to use your user ID, password, or similar information. You are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your Registration Information, with or without authorization, or who has access to any computer on which your account resides or is accessible. You must change your password on a regular basis in order to reduce the potential for unauthorised third party use. If you have reason to believe that your account is no longer secure (for example, following a loss, theft or unauthorized disclosure or use of your Registration Information), you must promptly change the affected Registration Information by using the appropriate update mechanism on the Site, if available, or notify us as described in our Privacy Policy https://www.reputation.ca/privacy-policy/. Reputation.ca will not be responsible for the unauthorized use of your profile by any other person. If Reputation.ca cancels your username or password for any reason, you must not reregister with Reputation.ca without Reputation.ca's prior written consent. In the event that you reregister without Reputation.ca's prior written consent, Reputation.ca will have the right, in its sole discretion, to cancel your username and password without notice to you.

------------------- Restrictions On Use

------------------- You may use our Services for your own personal, non- commercial use, and you may not use our Services for any other purpose without Reputation.ca's express prior written consent. For example, you may not (and may not authorize any other party to) (i) co-brand our Services; (ii) frame our Site; or (iii) hyperlink to our Site, without the express prior written permission of an authorized representative of Reputation.ca. For purposes of these Terms of Use, "co-branding" means to display any name, logo, trade-mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute our Services or which may confuse a user as the nature of the relationship between any party and Reputation.ca. You agree to cease and desist causing any unauthorized co-branding, framing or hyperlinking upon notice from Reputation.ca and at all times you will cooperate with Reputation.ca following Reputation.ca's discovery of any such illegal activity.

------------------- Proprietary Information

------------------- The entire contents of the Site, including without limitation, all names, designs, graphics, images, illustrations, photographs, artwork, video, audio, software, code, data, text, displays, the Site's "look and feel", logos, slogans, trade-marks, trade names, service marks, domain names, and the design, selection, arrangement and presentation of the Site as a collective work and/or compilation is protected under Canadian copyright, trademark, competition and other laws of Canada and other nations, and is owned by Reputation.ca or has been licensed to Reputation.ca.

------------------- By using our Services, Reputation.ca will provide you with documents and resources, verbally, electronically or written, ("Documentation") owned by Reputation.ca or licensed to Reputation.ca which are protected under copyright, trademark, patent and other intellectual property rights. All content in the Documentation, including the collection, arrangement, and assembly of such content, is the exclusive property of Reputation.ca or licensed to Reputation.ca. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Documentation or content in the Documentation, in whole or in part, in an form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of Reputation.ca. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Reputation.ca or allow any third party to access the Documentation. The restrictions set out herein shall not apply to the limited extent the restrictions are prohibited by applicable law. Nothing contained in this Site and provided by our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark, service mark, logo or any other intellectual property.

------------------- Information To Be Kept Confidential

------------------- a. Disclosure of Information. Each party shall disclose and make available to the other party all information reasonably necessary for the other party to perform and discharge their obligations within this agreement.

------------------- b. Information to be Confidential. Each party covenants and agrees with the other party as follows:

--------------------------------------i. All information disclosed to a party by the other party in accordance with this Agreement (hereinafter, "sensitive information") shall be deemed to be confidential, secret and private in nature unless the parties have expressly agreed otherwise;

--------------------------------------ii. Each party shall hold all sensitive information in the strictest confidence and shall not directly or indirectly use or reproduce or share with any third party any sensitive information for any purpose except performing their obligations, in accordance with this Agreement.

------------------- Third Party Content

------------------- Our Services may also contain information or materials ("Third Party Content") that is owned or provided by persons other than Reputation.ca ("Third Party Providers"). Reputation.ca makes no representations and warranties with respect to any such Third Party Content and does not undertake to conduct any independent investigation of Third Party Content. Inclusion of Third Party Content from Third Party Providers with our Services does not mean, unless expressly stated otherwise, that Reputation.ca endorses or agrees with such Third Party Content.

------------------- You understand that you have no proprietary rights in the Third Party Content and that the Third Party Providers retain all proprietary right, title or interest, including copyright, in their respective Third Party Content.

------------------- You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Third Party Content, in whole or in part, in an form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of the Third Party Providers. You shall use your best efforts to stop any such copying or distribution immediately after you become aware of such use.

------------------- Any sites owned and operated by Third Party Providers will have their own terms and conditions and policies that may prohibit Reputation.ca from altering, deleting or copying the content, including content written and posted by the users of these sites ("User-Generated Content"), without the consent of the Third Party Providers or its users.

------------------- Hyperlinks

------------------- Our Services contain hyperlinks to other sites that are not maintained by, or related to, Reputation.ca. Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by Reputation.ca of, any affiliation with or endorsement by the owner of the linked site. Reputation.ca has no control over such third party sites. Reputation.ca is not responsible for the availability of such external sites and no endorsement of any third party products or services is expressed or implied by any information, material or content referred to or included on or linked from or to our Services. Use of such third party sites, including any information, material, products and services therein, is solely at your own risk. You also understand and agree that Reputation.ca's Privacy Policy https://www.reputation.ca/privacy-policy/ is applicable only while you are using our Services. Once you are linked to another site, you should read the privacy statement of that site before disclosing any personal information.

------------------- Use Of Our Services

------------------- Reputation.ca expects that you will access and use our Services in a professional, responsible and business-like manner in accordance with applicable laws. By using our Services, you may have the opportunity to engage in dialogue with representatives of Reputation.ca through the sending of emails, by using our live chat service or by visiting our office. Reputation.ca welcomes your questions, suggestions, ideas and other information (collectively "Information") communicated to Reputation.ca by you through our Services so long as any such Information is not obscene, illegal, threatening, defamatory, libellous, harmful, abusive, harassing, tortuous, homophobic, sexist, vulgar, obscene, hateful or racially, ethically or otherwise objectionable, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties.

------------------- You further agree that you shall use our Services for lawful purposes only and represent and warrant that you will not use our Services to:

------------------- -e-mail, provide us with, or otherwise transmit any Information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

------------------- -e-mail, provide us with or otherwise transmit any Information that infringes, misappropriates, or otherwise violates any third party's copyright, patent, trade-mark, or other proprietary right of publicity or privacy, or encourages or enables any other party to do so; remove any proprietary notices or labels, or any promotional or advertising material, from our Services; post or insert on our Site or e-mail, transmit or send via the Internet any unsolicited or unauthorized advertising, branding, promotional materials, commercial solicitation, political campaigning, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

------------------- -impersonate any person or entity or misrepresent your affiliation with any other person or entity, including without limitation, using a false email address or misleading Reputation.ca as to your identity when you are on our Site or otherwise communicating with Reputation.ca;

------------------- -upload, e-mail, send via the Internet, provide us with, or otherwise transmit any software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site's infrastructure or limits the functionality of any Reputation.ca or third party computer hardware, software, networks, or hardware or telecommunications equipment; interfere or attempt to interfere with or disrupt our Services including but not limited to our servers or networks connected to our Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any "denial of service" attacks, "spamming", "crashing", "flooding" or "mail-bombing" our Site or disobeying any requirements, procedures, policies or regulations of networks connected to our Services;

------------------- -direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at Reputation.ca's computer systems or otherwise, create unreasonable load upon any of Reputation.ca's computer hardware, network, storage, input/output or electronic control devices; -use our Services for any public or commercial purposes, without the express prior written permission of Reputation.ca;

------------------- -intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with our Services; modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any of our Services, including but not limited to any portion of our Site; or collect or store personal data about other users of our Services.

------------------- Orders

------------------- The online order form, online submission page, invoice, and/or proposal (the "Order") will specify the Services that you are licensing or purchasing. By submitting an Order, you are submitting an offer to obtain the right to use the Services pursuant to the Terms set forth herein. You must be the person, or an authorized representative of the person or entity, for whom you have requested that we perform Services (the "Named Party"), or you must otherwise indicate and verify with us that the person or entity for whom we will perform our Services has consented to your purchase of and our provision of the Services on his/her/its behalf. If the Named Party is a minor, in order to purchase Services, you represent and warrant that you are the parent or legal guardian of the minor for whom Services are purchased.

------------------- Reputation Advisor

------------------- By placing an Order for Services, you authorize us to be your reputation advisor. As your advisor, you authorize us to use the information you have provided to us, including personally identifying information, to search the Internet and the "deep Web" using any tools available and to find and remove your personal information from the Internet. As your reputation advisor, you authorize us to use optimization techniques to suppress unwelcome content and promote welcome content above unwelcome content on Internet search engines. In addition, you authorize us to contact third parties, including creators or aggregators of personal information or unwelcome content, hosts of personal information or unwelcome content, and other parties who might have control or authority over such content, and to take such actions as we deem appropriate to remove or suppress such content. You authorize us to take such action on your behalf and to identify ourselves as acting on your behalf. You recognize that such contact and techniques may have unpredictable side effects, including but not limited to negative responses from others. You agree to provide the information required for the Services and understand that, in most cases, the higher the quality of information provided by you, the better the results you will experience.

------------------- Content Publishing

------------------- If content publishing is included in the Services we provide to you, you authorize us to use the content, trademarks, logos, photos, videos, advertisements, information, and other materials provided or identified by you (the "Client Materials") to create and publish Web content, including content that represents you or the Named Party on any websites we deem fit for the purposes of providing the Services. In addition, you hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the Agreement), sub-licensable (as necessary to perform the Services) license to use, reproduce, publicly perform, publicly display, publish, distribute, create derivative works of, and otherwise exploit any Client Materials as we deem appropriate to perform the Services. You agree to respond in a timely manner to our requests to review and approve information generated for you. You acknowledge and agree that we will own, subject to any Client Materials therein, all right, title, and interest in and to any materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services. We acknowledge and agree that you will own all right, title, and interest in and to any materials created by you.

-------------------Accounts and Domains

-------------------To the extent included in the Services you order, you also authorize us to act on your behalf in creating accounts on other websites in your name, or in the name of the Named Party, as we deem beneficial to provide the Services. Use of accounts generated on third-party websites will be governed by the terms of use and privacy policies of such websites.

-------------------Online Reviews and Ratings

-------------------If monitoring and managing your online reviews or ratings is included in the Services you order, you represent and warrant that: (a) you are authorized to provide us with any customer, patient, and user information that you provide to us in connection with such Services (the "Reviewer Information"), including any personally identifying information of those parties; (b) our possession and/or use of the Reviewer Information on your behalf in connection with the Services will not violate any contract, statute, or regulation; and (c) any content that you and/or your authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, are the original work of your authorship, and will only concern you and the goods and/or services that you provide.

-------------------To the extent included in the Services you order, you also authorize us to act on your behalf in creating accounts on other websites in your name, or in the name of the Named Party, as we deem beneficial to provide the Services. Use of accounts generated on third-party websites will be governed by the terms of use and privacy policies of such websites.

------------------- Payments On The Site

------------------- By making a payment on our Site, you are agreeing to and entering into a complete and binding contract with Reputation.ca.You agree to pay all fees specified on your accepted Order(s). You are responsible for providing complete and accurate billing and contact information to us and for notifying us of any changes to such information. Except as otherwise specified herein or on an Order, all payment obligations are non-cancellable and all fees paid are non-refundable. If you have any questions or concerns, you can contact Reputation.ca at the following address, phone number and email address: 1235 Bay Street, Suite 700, Toronto, ON, M5R 3K4 (416) 934-5023 info@reputation.ca

-------------------Auto-Renewal

-------------------You understand and accept that, unless otherwise expressly stated on the applicable Order, our Services are subscriptions services that operate on an auto-renewal basis such that your credit card, debit card, electronic payment, or other method of payment ("Accounts") will be assessed the specified fees at regular intervals based on your subscription program (e.g. annually, quarterly, monthly). The fees for each renewal term will be equal to the fees for the immediately prior term, unless we notify you at least thirty (30) days prior to such renewal of a change to the fees. You represent and warrant that you have the legal rights to use the Accounts and hereby authorize us to charge your Accounts for all Services listed on the Order(s) for the initial subscription term and each renewal term. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order.

-------------------Taxes, Late Fees and Penalties

-------------------You will be responsible for paying any applicable taxes related to each Order. If any fees due to us are not received by the due date, then we may charge you interest on the overdue amount at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If the amount owing under any Order is thirty (30) or more days overdue, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations for the then-current term so that all such obligations become immediately due and payable, and suspend the Services until such amounts are paid in full.

-------------------Warranties

-------------------Each of the parties represents and warrants that it has all necessary power to enter into and perform its obligations under this Agreement. You further represent and warrant that: (a) all information provided to us is accurate and truthful;(b) you have the right to grant us the licenses specified in the Section titled "Content Publishing", if applicable; (c) the execution and performance of this Agreement does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound; and (d) the Client Materials do not infringe the intellectual property rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person.

------------------- Privacy Policy

------------------- Please follow this link to read and review Reputation.ca's Privacy Policy https://www.reputation.ca/privacy-policy/, which describes Reputation.ca's privacy policies and practices in detail, as such statement may be amended from time to time by Reputation.ca. Reputation.ca advises you to check the Privacy Policy https://www.reputation.ca/privacy-policy/ on a frequent basis for changes. You hereby consent to the use of your personal information by Reputation.ca in accordance with the terms and for the limited purposes set forth in the Privacy Policy https://www.reputation.ca/privacy-policy/. By agreeing to these Terms of Use, you acknowledge and agree that certain information about you is subject to Reputation.ca's Privacy Policy https://www.reputation.ca/privacy-policy/. Disclaimer of Warranties/Limitation of Liability

------------------- You understand that Reputation.ca will use all commercially reasonable efforts when providing its Services, but Reputation.ca cannot and does not guarantee or promise any specific and intended results and benefits, including but not limited to financial, employment, relationship or personal, from the use of our Services. You acknowledge that any reliance on the Services will be at your own risk and that you must evaluate and bear all risks associated with the use of our Services, including any reliance on the accuracy, completeness or usefulness of such Services. Any advice that we may offer through our Services is for informational purposes only and does not replace or substitute for any professional financial, medical, legal, or other advice.

------------------- To provide our Services, Reputation.ca will create, remove and/or add content to the Internet ("Content"), however, the Internet and the public's conduct is unpredictable. Accordingly, Reputation.ca cannot and does not guarantee that any Content created, added or removed by Reputation.ca on the Internet will not be altered, copied or deleted by other persons. Reputation.ca also will make all commercially reasonable efforts to add, remove or copy Content when providing its Services, but Reputation.ca shall not violate the policies and terms of use of any websites owned by Third Party Providers. Accordingly, Reputation.ca cannot guarantee that any User-Generated Content, which requires consent for its removal, alteration or replication, will be removed, altered or copied to provide our Services. Reputation.ca will be deemed to have satisfied the performance of its contract when Reputation.ca creates, adds or deletes Content from the Internet, as applicable, and Reputation.ca will not provide any refund in the event that such Content is later removed, added or altered, as applicable, by other persons. Reputation.ca does not warrant or represent that files or information available for access or downloading from the Internet, hyperlinked sites or our Site will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. YOUR USE OF THE INTERNET IS AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM ANY INTERNET ACCESS OR OUR SERVICES.

------------------- YOUR USE OF OUR SERVICES IS AT YOUR OWN RISK. OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. Reputation.ca EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON- INFRINGEMENT OR THOSE ARISING OUT A COURSE OF DEALING OR USAGE OF TRADE FOR OUR SERVICES. Reputation.ca MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE COMPLETENESS, ACCURACY, AVAILABILITY, APPROPRIATENESS OR USEFULNESS OF OUR SERVICES FOR YOUR PURPOSES. FOR GREATER CLARITY, Reputation.ca DOES NOT REPRESENT OR WARRANT THAT (I) OUR SERVICES OR THE USE OF OUR SERVICES WILL BE UNINTERRUPTED, FUNCTIONAL, RELIABLE, ACCURATE, COMPLETE, SUITABLE, VALID, TIMELY, SECURE, TRUTHFUL, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS IN ANY WAY; (II) ANY DEFECTS IN OUR SERVICES WILL BE CORRECTED; (III) ANY RESULTS OBTAINED BY YOU FROM USING OUR SERVICES WILL BE POSITIVE, ACCURATE, BENEFICIAL, USEFUL, ERROR-FREE, COMPLETE, RELIABLE OR WILL MEET YOUR EXPECTATIONS OR BE SATISFACTORY; (IV) WE HAVE VERIFIED OR ENDORSED ANY THIRD PARTY CONTENT; OR (V) THE QUALITY OF OUR SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. OUR SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND REPUTATION.CA MAY MAKE CHANGES OR IMPROVEMENTS TO THE SERVICES AT ANY TIME.

------------------- IN NO EVENT SHALL REPUTATION.CA, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, THIRD PARTY PROVIDERS, AGENTS OR ADVISORS ("ASSOCIATED PERSONS") BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF INCOME, LOSS OF PROFITS, LOSS OF ANTICIPATED SALES, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION, FAILURE TO REALIZE UNEXPECTED SAVINGS, DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR OTHER ECONOMIC OR PERSONAL LOSS ARISING FROM OR IN CONNECTION WITH: (I) YOUR USE OR APPLICATION OF OR RELIANCE ON THE INFORMATION PROVIDED BY Reputation.ca IN CONNECTION WITH OUR SERVICES; (II) YOUR USE OF OR INABILITY TO USE OUR SERVICES, INCLUDING WITHOUT LIMITATION YOUR TERMINATION OR SUSPENSION OF OUR SERVICES; (III) YOUR VIOLATIONS OF INTELLECTUAL PROPERTY RIGHTS OR PRIVACY RIGHTS; (IV) ANY FAILURE OF PERFORMANCE OF OUR SERVICES, WHETHER RELATED TO ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES OR LINE FAILURE; (V) THE UNAUTHORIZED USE OF YOUR ACCOUNT AND PASSWORD BY ANY PERSON; (VI) ANY ACTION TAKEN BY Reputation.ca DURING OR AS A RESULT OF ANY INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER Reputation.ca OR LAW ENFORCEMENT AUTHORITIES; (VII) ANY THIRD PARTY CONTENT OR HYPERLINKED SITES, INCLUDING WITHOUT LIMITATION, ANY INFORMATION, DATA, OPINIONS, ADVICE, STATEMENTS CONTAINED IN SUCH THIRD PARTY CONTENT OR HYPERLINKED SITES; OR (VIII) ANY OTHER MATTERS RELATING TO OUR SERVICES, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WHETHER OR NOT Reputation.ca HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT YOU MIGHT INCUR SUCH DAMAGES. Reputation.ca DISCLAIMS ANY AND ALL SUCH ABOVE REPRESENTATIONS, WARRANTIES AND CONDITIONS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF Reputation.ca AND ITS ASSOCIATED PERSONS TO YOU FOR ANY DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE AND YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT [STATED IN YOUR CONTRACT WITH Reputation.ca FOR THE SERVICES].

------------------- Indemnity

------------------- You agree at all times to defend, indemnify and hold harmless Reputation.ca, its employees, contractors, agents, officers, directors, successors and assigns (the "Indemnified Parties") from and against any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of our Services or from your violation of these Terms of Use. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of our Services.

------------------- System Security

------------------- You are prohibited from using any services or facilities provided in connection with our Services to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Reputation.ca reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Reputation.ca reserves the right to investigate suspected violations of these Terms of Use and to fully cooperate with any law enforcement authorities or court order requesting or directing Reputation.ca to disclose the identity of anyone believed to be violating these Terms of Use.

------------------- Applicable Law

------------------- These Terms of Use and any action related thereto or related to our Services shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement. You agree that any action at law or in equity arising out of or relating to these Terms of Use or your use of our Services will be filed only in a court located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for the purpose of any such action. Your use of our Services is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use our Services in any such circumstances.

-------------------Minimum Term

The Minimum Term of each Order shall begin on the Start Date specified on the applicable Order and continue for the period specified therein ("Minimum Term"). Unless otherwise specified on the applicable Order, each Order shall automatically renew for successive periods equal in duration to the Minimum Term (each a "Renewal Term") unless either party provides written notice to the other party of its election to terminate the Order prior to the end of the then-current term.

------------------- Termination

------------------- You acknowledge and agree that these Terms of Use shall remain in effect for so long as you use our Services. You agree that this agreement can only be terminated by you once you have stopped using our Services. Reputation.ca reserves the right to terminate your use of our Services at any time, for any reason, with or without cause, if Reputation.ca believes that you are violating these Terms of User in any way. If you wish to terminate your account, you many choose to cease your use of the Site or to send Reputation.ca notification by e-mail at info@Reputation.ca. You acknowledge that any termination of this agreement will not discharge you of any of your obligations to pay for any outstanding fees, charges or penalties owed to Reputation.ca at the time of termination.

------------------- Entire Agreement

------------------- These Terms of Use and any other legal notices, policies and guidelines of Reputation.ca linked to these Terms of Use constitute the entire agreement between you and Reputation.ca relating to your use of our Services and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms of Use may not be amended or modified except in writing or by making such amendments or modifications available on our Site. No Agency; Third Party Beneficiary

------------------- Reputation.ca is not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms of Use is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms of Use. These Terms of Use and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you and Reputation.ca.

------------------- Ammendments and Assignment

------------------- Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign this Agreement (including any Order(s)), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

------------------- Severability

------------------- If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

------------------- No Waiver

------------------- Reputation.ca will not be considered to have waived any of its rights or remedies described in these Terms of Use unless the waiver is in writing and signed by Reputation.ca. No delay or omission by Reputation.ca in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Reputation.ca's failure to enforce the strict performance of any provision of these Terms of Use will not constitute a waiver of Reputation.ca's right to subsequently enforce such provision or any other provisions of these Terms of Use. Amendment

------------------- In the event that we need to amend or extend any provisions within these Terms of Use and our contract with you, we will advise you of our proposed amendment or extension with notice and will provide you with the option to either accept our proposed amendment or extension, or to terminate the contract or retain the existing contract unchanged.

------------------- Headings

------------------- The headings used in these Terms of Use are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of these Terms of Use.

------------------- Language

------------------- You agree that English will be the language of our Site and of all transactions occurring in connection with our Services, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that these Terms of Use have been drawn up in English. C'est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s'y rattachent soient rédigés en anglais. Last Modified

------------------- These Terms and Conditions were last modified on 12/3/2015