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Inspector's Edge Agreement


TERMS, CONDITIONS, AND NOTICES

Agreement between User and Inspector's Edge, a division of Neglia Design Inc.
("Inspector's Edge")

WWW.INSPECTORSEDGE.COM (THE "WEBSITE") IS OFFERED TO YOU, THE USER OF THIS WEBSITE (THE "USER") SOLELY ON THE CONDITION THAT THE USER ACCEPTS, WITHOUT MODIFICATION, ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN (THE "AGREEMENT"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICES OF THE WEBSITE. ACCESSING THE WEBSITE OR ANY PAGES THEREOF AND/OR USE OF THE CONTENT, SERVICES, AND/OR PRODUCTS PRESENTED IN ANY AND ALL AREAS OF THE WEBSITE CONSTITUTES THE USER'S AGREEMENT TO ABIDE BY AND TO BE BOUND BY ALL OF THE AGREEMENT. IF THE USER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE.

Copyright, Trademark and Legal Uses

All contents of the Website are: Copyright 2006, Neglia Design Inc., 302 King Street East, Toronto, Ontario M5A 1K6. All rights reserved.

Certain names, graphics, icons, designs, logos, words, titles or phrases used on pages of the Website may constitute trade names, service marks or registered or unregistered trademarks of Inspector's Edge, Neglia Design Inc. or other entities. The display of product and service marks on pages of the Website does not imply the granting of a licence of any kind. All marks displayed on pages of the Website are the trademarks of their respective owners.

The Website is for the User's use. If the User downloads or otherwise acquires any content, information or materials from the Website or from the User's Website (as defined below) if provided by or from Inspector's Edge and/or the Website, the User must keep all copyright, trademark and other notices intact. The right to use content, information or materials is not transferable to any other person or entity or for any other use other than as explicitly permitted under this Agreement or the Website. If content, material and/or information is provided by Inspector's Edge and/or the Website to the User for reproduction of a particular type of marketing material, such content, material and/or information may not be used for another type of similar marketing material. The User will use the Website and any content, material, or information found on the Website solely for lawful purposes. The User is responsible for all usage of the User's account (under any screen name or password) and for ensuring that all use of the User's Website (as such term is defined below) through the User's account complies fully with the provisions of this Agreement. The "User's Website" refers to the website created by the User using the website template menus available through the Website.

The User agrees to (as available) download and upload files, content, information and materials, and otherwise use the Website and the User's Website only as permitted by this Agreement, any additional policies or procedures published in the Website from time to time by Inspector's Edge and applicable law, including, without limitation, Inspector's Edge's Privacy Policy and Registration Agreement available on the Website, as revised from time to time.

User may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, or other content, software, products or services obtained from the Website. The User shall not upload to, distribute to, or otherwise disseminate through the Website or through the User's Website any material or information of any kind that is libellous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity. The User will be solely responsible for the content of any material or information that it makes available through the Website and/or the User's Website.

DISCLAIMER

ALL MATERIALS AND SERVICES IN THE WEBSITE, THE USER'S WEBSITE AND THIRD PARTY SITES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE CONTENT PUBLISHED ON THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. INSPECTOR'S EDGE AND/OR ITS AFFILIATES OR SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEBSITE AT ANY TIME. INSPECTOR'S EDGE AND/OR ITS AFFILIATES OR SUPPLIERS MAKE NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SUITABILITY OF THE INFORMATION, INCLUDING, THE ACCURACY, ADEQUACY, QUALITY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SERVICES, PRODUCTS, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE WEBSITE, THE USER'S WEBSITE OR THE RESULTS OBTAINED FROM ACCESSING AND USING THE WEBSITE AND/OR THE CONTENT CONTAINED THEREIN. INSPECTOR'S EDGE DOES NOT WARRANT THAT THE SERVICES PROVIDED BY INSPECTOR'S EDGE OR THEIR AFFILIATES, INCLUDING THE WEBSITE AND THE USER'S WEBSITE, BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE AND THE USER'S WEBSITE, INCLUDING THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION AND FUNDAMENTAL BREACH SHALL INSPECTOR'S EDGE OR ITS AFFILIATES AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY CONTENT, INFORMATION, MATERIAL, OR POSTINGS ON THE WEBSITE AND/OR THE USER'S WEBSITE, DIRECTLY OR INDIRECTLY, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION OVER THE INTERNET. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. THE USER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER INSPECTOR'S EDGE NOR ITS AFFILIATES AND RELATED COMPANIES, NOR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THE USER OR ANY OTHER USER OF THE SERVICES PROVIDED BY INSPECTOR'S EDGE.

Risk of Use

Use of the Website and the services provided thereby is at the User's own risk. The Website contains advice, opinions, and statements of various information providers and content providers. Inspector's Edge does not guarantee the accuracy or reliability of any advice, opinion, statement. Reliance upon any such opinion, advice, statement, or other information shall also be at the User's own risk. Neither Inspector's Edge, or its affiliates, nor any of their respective agents, employees, information providers or content providers shall be liable to any User or anyone else for any inaccuracy, error, omission, interruption, timeliness, completeness, deletion, defect, failure of performance, computer virus, communication line failure, alteration of, or use of any content or services provided by Inspector's Edge or its affiliates, regardless of cause, for any damages resulting therefrom.

Inspector's Edge has no responsibility for the content of any content, information or materials uploaded, posted, distributed, or transmitted by users of Inspector's Edge's services, including the User. However, Inspector's Edge retains the right, but not the obligation in its sole discretion, to monitor, review, edit, delete or refuse to post any third party content which Inspector's Edge deems to be objectionable or in violation of this Agreement. Inspector's Edge reserves the right to disclose any information as necessary to satisfy any law, regulation or governmental request.

Licence by User

By submitting any and all content, information and material to the Website and/or the User's Website, the User grants Inspector's Edge a worldwide, perpetual, royalty free, irrevocable and non-exclusive license and right to reproduce, adapt, edit, modify, publish, translate, transmit, distribute, sub-licence and display it in whole or in part.

Eligibility for Services

Inspector's Edge's services through the Website are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, Inspector's Edge's services are not available to persons under the age of 18. If the User is registering as a business entity, the person acting on behalf of the User represents that he/she has the authority to bind the entity to this Agreement.

Payment for Services

Inspector's Edge charges fees for the use of the services provided through the Website and when registering for such services, the User has an opportunity to review and accept the fees that the User will be charged. Inspector's Edge may in its sole discretion change some or all of the Website's services at any time. Unless otherwise stated, all fees are quoted in American Dollars. The User is responsible for paying all fees associated with using the services provided by and through the Website and all applicable taxes thereon.

Links to Third Parties' Websites

The Website may contain links and pointers to Internet sites or websites maintained by third parties. Inspector's Edge does not operate or control in any respect any information, products or services on such third party sites. Third party links are included solely for the convenience of the Users, and do not constitute any endorsement by Inspector's Edge and/or its suppliers. The User assumes sole responsibility for use of third party links and pointers and disclaimers set forth herein are equally applicable to such third party sites.

Modification

Inspector's Edge shall have the right, at its discretion, to change, modify, add or remove terms of this Agreement at any time. Changes shall be effective immediately, and subsequent use by the User of the Website shall constitute its acceptance of them.

Termination

The User shall have the right to terminate the services provided by Inspector's Edge to the User, with or without cause, at any time prior to the User's payment renewal date by emailing the webmaster with the Subject: "cancel my subscription". Inspector's Edge shall have the right to terminate the services provided by Inspector's Edge to the User, with or without cause, upon thirty (30) days prior written notice to the User. Inspector's Edge and the User may also terminate such services upon mutual written consent of both Inspector's Edge and the User at any time. If the User is in default of any provision of this Agreement and such default is not cured within five (5) days of receipt of written notice, Inspector's Edge shall have the right to terminate the services provided by Inspector's Edge to the User. The remedy set forth in this paragraph shall be non-exclusive and Inspector's Edge shall have all other remedies available at law and in equity.

The rights and obligations of the User under this Agreement shall survive after the expiration or termination of the provision of services provided by Inspector's Edge to the User.

Indemnity/Limitation of Liability

Under no circumstances, including, but not limited to, negligence, shall Inspector's Edge and its affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, Inspector's Edge's materials. The User specifically acknowledges and agrees that Inspector's Edge is not liable for any conduct of any user of the Website or the User's Website.

As a condition of use of the Website, the User agrees to indemnify Inspector's Edge as well as its suppliers from and against any and all liabilities, expenses (including legal fees) and damage arising out of claims resulting from the User's or anyone else's use of the Website and/or the User's Website, including, without limitation, any claims alleging facts that if true would constitute a breach by the User of this Agreement. If the User is dissatisfied with any Inspector's Edge material, or with any of the terms and conditions of this Agreement, the User's sole and exclusive remedy is to discontinue using the Website and the User's Website. In such an event, the User agrees to destroy all materials obtained by the User on and/or from the Website and any and all all copies thereof. The terms and conditions of this Agreement shall survive any such termination.

General

Inspector's Edge reserves the right to make any and all changes to the Website at its sole discretion without notice to the User. Inspector's Edge reserves the right to deny access to the Website to anyone at any time.

This Agreement shall be deemed to include all notices, policies, disclaimers, and other terms contained in the Website; provided, however, that in the event of a conflict between such other terms and the terms of this Agreement, the terms of this Agreement shall control.

This Agreement has been made in and shall be construed and enforced exclusively in accordance with the law of the Province of Ontario and the laws of Canada applicable therein, without giving effect to their conflict of laws principles. The User expressly consents to the exclusive forum, jurisdiction, and venue of the courts of Ontario and/or the Federal Court of Canada in Ontario, or any other judicial district or jurisdiction as Inspector's Edge may determine in any and all actions, disputes, or controversies relating hereto. Neither Inspector's Edge nor the User shall be deemed or taken to have waived any provision of this Agreement unless such waiver is in writing and such waiver shall be limited to the circumstance set forth in such written waiver. The division of this Agreement into Articles, sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. This Agreement constitutes the entire agreement between Inspector's Edge and the User with respect to the User's use of the Website. Notwithstanding the foregoing, any products or services which the User purchases through the Website or from Inspector's Edge shall be subject to all terms and conditions relating to such purchase provided to the User from time to time (in any manner or form) in connection with any products or services purchased. If any provisions is deemed to be unlawful or unenforceable, that shall not affect the validity and enforceability of the remaining provisions. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

Any rights not expressly granted herein are reserved.

2006 Neglia Design Inc. All rights reserved.