BoardSuite^® Corp. ("BoardSuite")

ACCEPTABLE USE POLICY

PLEASE READ CAREFULLY. ACCESS TO BOARDSUITE'S PROPRIETARY WEBSITE AND SERVICES (the "System", as defined below) IS CONDITIONAL ON YOUR ACCEPTANCE OF AND AGREEMENT TO THIS ACCEPTABLE USE POLICY. BY LOGGING ONTO AND ACCESSING THE SYSTEM VIA THE INTERNET OR OTHER NETWORK, AND BY VIEWING, USING, UPLOADING OR DOWNLOADING DATA, INFORMATION, TEXT, RECORDS OR CONTENT, AND IN CONSIDERATION OF BOARDSUITE ALLOWING YOU TO DO SO, AND OTHER GOOD AND VALUABLE CONSIDERATION, YOU CONFIRM YOUR AGREEMENT AS FOLLOWS:

1. ACCEPTANCE:

Your logging on or exercising access to the System, whether or not your exercising such access includes viewing or using material, making changes to records, creating new records or uploading or downloading material or information, constitutes your acceptance of, and is conditional upon your acceptance of and strict compliance with the provisions, terms and conditions of this Policy, which constitutes an agreement between you and BoardSuite (the "Agreement"). This Acceptable Use Policy may change from time to time and you accept responsibility to check for any such changes. You will be asked to confirm your acceptance each time you log on to the System. Notwithstanding the fact that you may be employed with or contracted to a company or other entity, you confirm by checking “I accept the terms in the Acceptable Use Policy” that you are personally bound by this Agreement. If you do not accept the foregoing and this Agreement, you will not be granted access to the System.

2. DEFINITIONS:

The following terms shall have the following meanings in this Agreement:
(a) "Account Information" means the user account and private password information provided to you for use in connection with access to and use of the System and the Data, and shall include any supplementary or substitute password issued by BoardSuite to you or on your behalf.

(b) "Company" means, as applicable, the entity or organization that has granted you access to the System.

(c) The "Data" is owned by Company and means and shall include, without limitation, any and all information, records, documents, (including without limitation scanned and/or digitized documents), communications, data, text, statements, comments, correspondence, requests, responses, discussions, images, files, records, evidence of any sort, and any other materials that are, or are able to be perceived, downloaded, uploaded, authored, created, published, modified, edited, distributed or deleted via the System, regardless of computing device or software used, and whether or not with respect to or originating from you, or Company, or your employer or entity to which you are contracted, or otherwise.

(d) "System" means the proprietary and confidential BoardSuite corporate system and application provider solution providing access to the BoardSuite services and software and/or other software applications in order to permit authorized access via the Internet to the System in order to access, process, use and deal with the Data, subject to any restrictions imposed on you by Company.

(e) "User" means any individual, person or entity (including any parents, subsidiaries or affiliates, as well as their heirs, executors, administrators, trustees and authorized assignees) authorized to access or use the System, including but not limited to you, conditional on your accepting this Agreement and conducting yourself in accordance with the terms and conditions contained herein.

3. MONITORING AND PRIVACY:

(a) BoardSuite has a right to and does monitor use of the System in order to carry out its business activities, analyze User activity and ensure compliance with this Agreement, its agreement with Company, and any other applicable policies and procedures and applicable laws, as well as to maintain adequate security, detect and prevent breaches of security, improper operation of the System, intrusions or malicious software, and to analyze and understand patterns of use in order to improve operation of the System.

(b) USERS HAVE NO EXPECTATION OF PRIVACY IN THE USE OF THE SYSTEM AND AGREE TO CONDUCT THEMSELVES ACCORDINGLY. USERS CONSENT TO MONITORING OF THEIR USE OF THE SYSTEM BY BOARDSUITE OR ON ITS BEHALF, AND SUCH MONITORING MAY INCLUDE BUT NOT BE LIMITED TO INTERCEPTION AND READING OF COMMUNICATIONS AND ACTIVITIES, REVIEW OF UPLOADING ACTIVITIES, AND REVIEW OF ALL AVAILABLE LOGS AND RECORDS OF ALL USER ACTIVITIES RELATED TO USE OF THE SYSTEM.

(c) Users warrant and represent that they will not use the System to upload, send or receive personal information about any individual, including any User, other than as permitted by applicable privacy laws and that they will adhere to all the terms and conditions of this Agreement.

4. OTHER AGREEMENTS:

Unless expressly stated otherwise, nothing in this Agreement shall be construed so as to amend, limit, expand, modify or terminate any other agreement by you or any other party, including Company, with BoardSuite, and any and all such agreements shall continue in full force and effect.

5. ACCESS TO THE SYSTEM:

You are granted a limited, personal, revocable and non-exclusive license and permission to access the System, and to exercise access to the Data subject to the provisions of this Agreement. Access to the System is a privilege and not a right and the license and permission granted by BoardSuite may be terminated at any time without notice by BoardSuite in its sole discretion with no liability to you whatsoever. Any use of the System not expressly permitted in this Agreement or otherwise by BoardSuite is prohibited and will be unlawful.

6. ACCEPTABLE USE:

You agree and undertake to always conduct yourself in a reasonable, courteous and professional manner in accessing and/or using the System, having regard to the focused and limited commercial purposes of the System and the purposes for access thereto being granted to you. Without restricting the generality of the foregoing, you expressly agree as follows with respect to your use of the System:

(a) You will comply with all requirements, rules and regulations published or stated by BoardSuite from time to time with respect to the System;

(b) You will promptly respond to requests from BoardSuite for further information or verifications;

(c) You will comply with and observe all international, federal, provincial, state and local laws and regulations and other laws of applicable governmental authorities relating to your access to and/or use of the System;

(d) You will not engage in any direct or indirect activity which in BoardSuite's opinion is likely to or is designed to interfere, or may interfere, with the proper operation of the System, or is likely to or is designed to expose, or may expose, BoardSuite to prosecution or to legal action of any kind and in any jurisdiction by any third party and/or User;

(e) You will not upload or transmit in any manner any material that constitutes, comprises or contains, in whole or in part, obscene, violent, pornographic, adult, illegal, unlawful, tortious, offensive, racist, sexist, humiliating (or tending to hold or holding to ridicule), or discriminatory material or content, or that constitutes hate literature, or that unlawfully discriminates against or contributes to unlawful discrimination against any individual or person, or that advocates and/or threatens terrorism or violence;

(f) You will not slander, libel or defame of the character of any person or individual, whether directly or indirectly, nor contribute to or republish or distribute such defamation;

(g) You will not infringe the intellectual property rights or industrial property rights of any User, third party, or of BoardSuite;

(h) You will not disclose your Account Information to anyone other than authorized individuals within your organization or BoardSuite and you will not permit any individual to log in as you, or personate you;

(i) You will not transmit or send bulk unsolicited commercial email or "spam" to any User or to anyone via the System or in connection with the System;

(j) You will not engage in hacking, cracking, or any other kind of malicious conduct with respect to the System or the Data;

(k) You will not knowingly, recklessly or carelessly transmit, send or upload any virus, Trojan horse, spyware, malware or other malicious or harmful software or code and you will take commercially reasonable steps, including the use of regularly updated anti-virus and anti-spyware software and similar technological measures to avoid doing any of the foregoing;

(l) You will not decompile, reverse engineer or disassemble the System or any software on or related to the System, and you will not attempt to do any of the foregoing, nor will you counsel, authorize or assist any other person or individual to do so;

(m) You will not attempt to learn or discover the Account Information of any other individual or User, whether by technological means, trickery, fraud, deception or otherwise; and,

(n) You will not tamper with or wrongfully intercept, or attempt to tamper with or wrongfully intercept, the communications, email or messages of any other User, nor will you use any technique or technology to disguise the source of an email, communication or message or to "spoof" or otherwise make any email, communication or message appear to originate from any source other than you, or your organization or Internet Service Provider.

7. WARRANTIES AND REPRESENTATIONS:

In addition to, and not in substitution for any warranties or representations contained in any other agreement between you and BoardSuite, you warrant and represent to BoardSuite as follows:

(a) You have full legal capacity to enter into this Agreement and by doing so you will not be in breach of any agreement with, nor in breach of any legal duty to any third party or other User;

(b) Any and all materials transmitted or uploaded by you will comply with this Agreement;

(c) Any and all materials or messages transmitted or uploaded by you will not infringe the intellectual property or industrial property rights of any third party or User, including without limitation copyrights, moral rights, trade-marks and patent rights, nor will such materials or messages constitute wrongful disclosure or misappropriation of confidential information, proprietary information or trade secrets of any third party or User; and,

(d) You will comply in all respects with the provisions of this Agreement, including without limitation the provisions set forth herein regarding Acceptable Use.

8. INTELLECTUAL PROPERTY RIGHTS:

(a) BoardSuite and/or its licensors are and shall remain the owner of the System. You do not own the System.

(b) You acknowledge and agree that the System is proprietary, unique and valuable to BoardSuite, and that the arrangement, architecture, selection, design and enhancement of the System, and its features are protected by Canadian and international intellectual property rights, industrial property rights and treaties, including without limitation copyright, trade-marks and other proprietary rights.

9. DISCLAIMERS AND LIMITATIONS:

BY ACCEPTING OR ENTERING INTO THIS AGREEMENT, AND/OR BY USING OR ATTEMPTING TO ACCESS AND/OR USE THE SYSTEM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

(a) THE SYSTEM AND THE DATA ARE PROVIDED STRICTLY ON AN "AS IS, WHERE IS" AND "AS AVAILABLE" BASIS. BOARDSUITE DOES NOT OWN AND HAS NO CONTROL OVER THE NATURE OR CONTENTS OF THE DATA.

(b) BOARDSUITE MAKES, AND YOU RECEIVE, NO REPRESENTATIONS, GUARANTEES, CONDITIONS, OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SYSTEM OR THE DATA.

(c) YOU ACKNOWLEDGE AND AGREE THAT THE SYSTEM IS SOFTWARE AND COMPUTER BASED, THAT THERE IS NO SUCH THING AS ERROR FREE SYSTEMS OR SOFTWARE, AND THAT THE DATA ORIGINATES FROM AND IS SUBJECT TO REVISION BY MANY AUTHORS AND SOURCES NOT UNDER THE CONTROL OF BOARDSUITE. YOU THEREFORE AGREE THAT THE DISCLAIMERS AND LIMITATIONS SET FORTH HEREIN ARE REASONABLE AND FREELY ACCEPTED.

(d) BOARDSUITE DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR ARISING FROM A COURSE OR CUSTOM OF USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY DESCRIPTION WITH RESPECT TO THE SYSTEM AND/OR THE DATA.

(e) BOARDSUITE MAKES NO WARRANTIES, GUARANTEES, CONDITIONS OR REPRESENTATIONS REGARDING THE SYSTEM OR THE DATA, OR THAT THE SYSTEM OR THE DATA WILL BE AVAILABLE WITHOUT ERRORS, OMISSIONS OR DEFECTS, OR THAT ERRORS, OMISSIONS OR DEFECTS WILL BE CORRECTED, OR THAT THE SYSTEM AND THE SERVER OR SERVERS ON WHICH IT IS HOSTED WILL BE FREE OF VIRUSES OR OTHER HARMFUL CONTENT, OR THAT THE SYSTEM WILL NOT INFRINGE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR MISAPPROPRIATE THIRD PARTY CONFIDENTIAL INFORMATION OR TRADE SECRETS.

(f) AS A CONVENIENCE TO USERS OF THE SYSTEM, AND ALTHOUGH IT ACCEPTS NO OBLIGATION TO DO SO, BOARDSUITE MAY, IN ITS SOLE DISCRETION, INCLUDE LINKS TO OTHER SYSTEMS, COMPUTERS, SERVERS, WEB SITES OR RESOURCES UNDER THE CONTROL OF THIRD PARTIES ("THIRD PARTY RESOURCES") AND OVER WHICH YOU ACKNOWLEDGE AND AGREE BOARDSUITE HAS NO CONTROL. BOARDSUITE PROVIDES NO ENDORSEMENT, WARRANTY OR REPRESENTATION OF ANY KIND REGARDING THE PRODUCTS, SERVICES, CONTENT, ACCURACY OR APPROPRIATENESS OF CONTENT OF, OR ACCESSIBLE THROUGH, SUCH THIRD PARTY RESOURCES, OR WITH RESPECT TO THE DATA, AND YOU USE SUCH THIRD PARTY RESOURCES AND THE DATA SOLELY AND ENTIRELY AT YOUR OWN RISK AND HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST BOARDSUITE WITH RESPECT TO SUCH WEB SITES OR THE DATA.

(g) EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, NONE OF BOARDSUITE OR ANY OF ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES, COSTS OR LOSS WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE USE OR MISUSE OF, OR ANY DEFECTS, INACCURACIES, ERRORS OR OMISSIONS IN OR TO, THE SYSTEM, THE DATA, OR ANY LINKED THIRD PARTY RESOURCE, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, COMPENSATORY, SPECIAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF PROGRAMS, APPLICATIONS, INFORMATION OR DATA, FAILURE TO REALIZE EXPECTED REVENUES, PROFITS, OR SAVINGS, LOSS OF OR DAMAGE TO PROPERTY OF ANY KIND, HARM TO BUSINESS, OR ANY OTHER ECONOMIC OR PECUNIARY LOSS OF ANY KIND, WHETHER ARISING OUT TORT, CONTRACT, BREACH OF DUTY OR OTHERWISE, AND WITHOUT REGARD TO FORM OF ACTION. THE FOREGOING PROVISIONS SHALL ALL APPLY EVEN IF BOARDSUITE HAS BEEN ADVISED BY YOU OR ANYONE ELSE OF THE POSSIBILITY OF ANY LOSS OR DAMAGE.

(h) THIS AGREEMENT PROVIDES A LICENSE AND ACCESS TO CERTAIN CONTENT AND IS NOT A SALE OF GOODS.

10. LIMITATION OF LIABILITY:

WITHOUT DEROGATING FROM ANY OTHER LIMITATION OF LIABILITY CONTAINED IN THIS AGREEMENT, YOU AGREE THAT THE AGGREGATE OF ALL LIABILITY ON THE PART OF BOARDSUITE FOR BREACH OF ANY WARRANTY, GUARANTEE, TERM OR CONDITION CONTAINED IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED HEREIN, OR OF ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER BREACH GIVING RISE TO LIABILITY, INCLUDING A BREACH OF A CONDITION OR FUNDAMENTAL TERM OR FUNDAMENTAL BREACH OR BREACHES OR IN ANY OTHER WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER AND, REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, BREACH OF DUTY, STRICT LIABILITY OR TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO A MAXIMUM SUM OF ONE HUNDRED DOLLARS ($100.00) IN CANADIAN CURRENCY. THE FOREGOING PROVISIONS SHALL ALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. EQUITABLE REMEDIES:

You acknowledge and agree that a breach of this Agreement may cause BoardSuite irreparable harm for which no adequate remedy exists at law, and for which damages will not be an adequate remedy, and that upon any such breach or threatened breach BoardSuite shall be entitled to injunctive relief without prejudice to any other right in law or equity and without the necessity of prior demand or proof of damage, and without the necessity of providing an undertaking as to damages or posting a bond or surety.

12. INDEMNITY OF BOARDSUITE BY YOU:

You will be liable to and shall forever indemnify and save harmless BoardSuite from any and all claims, actions, suits, proceedings, costs, expenses, damage and/or liabilities (including reasonable lawyers' fees) whatsoever arising out of, connected with, or resulting from your access to and use of the System and/or the Data, or any breach by you of this Agreement, or any breach by you of any warranty given by you, and such indemnification shall include but not be limited to damages accruing to BoardSuite and/or any third party, including Company and/or any other User, whether in contract, tort (including negligence), breach of duty, or otherwise.

13. SURVIVAL:

Upon termination of this Agreement, howsoever caused, the following Sections, including all Sub-Sections, paragraphs and sub-paragraphs thereto, will survive and continue in full force and effect: Section 7 (Warranties and Representations); Section 8 (Intellectual Property Rights); Section 9 (Disclaimers and Limitations); Section 10 (Limitation of Liability); Section 11 (Equitable Remedies); Section 12 (Indemnity of BoardSuite); and, Section 15 (Governing Law).

14. RIGHTS CUMULATIVE:

The rights of BoardSuite under this Agreement shall be cumulative, and the election by BoardSuite to pursue any remedy, whether legal or equitable, shall not be deemed to be a waiver of the rights of BoardSuite to other remedies.

15. GOVERNING LAW:

In the performance of this Agreement, you will have substantial contacts and dealings within the Province of Alberta, Canada. Accordingly, this Agreement shall in all cases be deemed an Agreement made in the province of Alberta, Canada and any and all questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by the laws of the Province of Alberta. Subject to the rights of BoardSuite to seek equitable relief in any court of competent jurisdiction for a breach of its rights as provided in this Agreement, you irrevocably submit and attorn to the jurisdiction of the Court of Queen's Bench of the Province of Alberta. Any litigation arising out of this Agreement shall be commenced and all proceedings, including examinations for discovery, and the trial shall be held in Calgary, Alberta.

16. GENERAL PROVISIONS:

(a) If any provision of this Agreement shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision of this agreement, and all such other provisions shall remain in full force and effect, and it is the intention of the parties hereto that if any provision of this agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning that renders it valid.

(b) No waiver of any right or of any breach of any provision of this Agreement by either party shall constitute a waiver of any other right or breach of any other provision, nor shall it be deemed to be a general waiver of such provision by such party or to sanction any subsequent breach thereof by the other party.

(c) This Agreement are meant by the parties to not only apply to initial access to or use of the System and/or the Data, but also on an ongoing and continuous basis to any and all access to or use of the System and/or the Data.

(d) This Agreement and everything herein contained shall endure to the benefit of and be binding upon the parties together with their personal representatives, heirs, successors and permitted assigns but, being personal to you, this Agreement shall not be assigned by you, by operation of law or otherwise, without the prior written consent of BoardSuite, in its sole discretion, which consent may be unreasonably withheld. BoardSuite may freely assign this Agreement.