TERMS OF USE

2. INTRODUCTION

These Terms of Use govern your use of the iTrustResearch ("ITR") internet sites including TRUSTINVESTOR.COM, ITRUST.NET, iTRUSTREPORT.COM, and INCOMEINVESTOR.COM (each being an "ITR Site" and collectively called the "ITR Sites"). Any use of an ITR Site, including the use of, but not limited to, any of the products or services available on an ITR Site (collectively called the “Products”) will be governed by these Terms of Use, as amended from time to time.

These Terms of Use or any other policies or guidelines governing the ITR Site are subject to change by ITR at any time in its sole discretion. Any changes will be effective upon the posting of the revisions on the ITR Site. Your use of the ITR Site will be subject to the most current version of the Terms of Use posted on the ITR Site at the time of such use. Your continued use of any ITR Site after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms of Use regularly.

BY USING THE ITR SITES AND THE PRODUCTS OFFERED THROUGH THEM, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL RELATED POLICIES, CONDITIONS, AND GUIDELINES. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF USE, PLEASE IMMEDIATELY DISCONTINUE YOUR USE OF ANY ITR SITE.

3. REGISTRATION OBLIGATIONS

Certain Products and related features available on an ITR Site may require registration or subscription. If you choose to register for or subscribe to any such Products or features, then you agree to provide correct, current, and complete information about yourself as required by the relevant registration or subscription process. You also agree to promptly update such information as is necessary to ensure that it is both accurate and complete. If ITR believes that the information you provide is not correct, current, or complete, ITR has the right to refuse you access to any ITR Site or any of its resources, and to terminate or suspend your access at any time. However, ITR has no obligation to verify the accuracy, currency completeness or usefulness of any information that you have submitted.

4. MEMBER ACCOUNT, PASSWORD AND SECURITY

Any usernames and passwords used for ITR Sites are for individual use only. You will be responsible for the security of your username and password. You agree not to disclose your password to any other person and ITR and its officers, directors and employees will not be responsible for the unauthorized use of your password by any other person and are under no obligation to confirm the actual identity of any password. You also agree to change your password on a regular basis in order to reduce the potential for unauthorized third party use and agree to notify ITR immediately upon becoming aware of any known or suspected unauthorized use(s) of your password to gain access to your user name and registration or subscription information, or any known breach of security, including loss, theft or unauthorized disclosure of your password or account or any other breach of security, via e-mail to team@trustinvestor.com if at any time your password or username is, or you believe it has been, lost, stolen, disclosed, or otherwise compromised. ITR cannot and will not be liable, directly or indirectly in any way, for any loss or damage of any kind incurred as a result of, or in connection with your failure to comply with these provisions.

If ITR cancels your username or password for any reason, you agree not to reregister without AR’s prior written consent. In the event that you reregister without AR’s prior written consent, ITR will have the right in its sole discretion, without notice to you, to cancel your username and password.

You are prohibited from using any Products provided in connection with any ITR Site 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, ITR reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. ITR reserves the right to investigate suspected violations of these Terms of Use.

ITR reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing ITR to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. By accepting this Agreement you waive, and hold ITR harmless from, any claims resulting from any action taken by ITR during or as a result of its investigations and/or from any actions taken as a consequence of investigations by either ITR or law enforcement authorities.

5. SUBSCRIPTION AND PURCHASE OBLIGATIONS

In addition to these Terms of Use, you acknowledge that any and all purchase of Products listed on any ITR Site shall be governed by the Subscription Agreement, which you must review in advance of any purchase. In order for you to order Products from the ITR Site, ITR requires that you be qualified to enter a legal contract. ITR will not enter into agreements with persons who are not at least eighteen (18) years of age.

6. PRIVACY

Please read and review ITR’s Privacy Policy , which describes how user information is collected, used and disclosed by ITR in connection with your use of an ITR Site and any of the Products. ITR advises you to check the Privacy Policy on a frequent basis for changes. By agreeing to these Terms of Use, you acknowledge and agree that certain information about you is subject to AR’s Privacy Policy.

7. MONITORING

You acknowledge that ITR has no obligation to monitor an ITR Site or any information or materials (the “Content”) accessible through an ITR Site or any of the Products. However, you agree that ITR has the right to monitor an ITR Site electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate an ITR Site or any of the Products properly, or to protect itself or its users in accordance with the Privacy Policy.

8. SITE ACCESS

Permission is granted to you to download and make one printed copy of the ITR Site Content for your own private, non-commercial use only, without alterations, so long as the following copyright notice is included: “Copyright ©2003-2006 iTrustResearch. All Rights Reserved.” You do not acquire any ownership rights by downloading Site Content. The website Content is protected by Canadian and worldwide copyright laws and treaty provisions. ITR grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Products for your own personal and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through an ITR Site or any of the Products, including without limitation, by caching, framing or similar means, without the prior written consent of the respective copyright owner of such Content.

You may not use ITR sites for any commercial purpose without AR’s express prior written consent. For example, you may not (and may not authorize any other party to) (i) co-brand any ITR Site; (ii) frame any ITR Site; or (iii) hyperlink to any ITR Site, without the express prior written permission of an authorized representative of ITR. 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 any ITR Site or Content accessible within any ITR Site or which may confuse a user as the nature of the relationship between any party and ITR. You agree to cease and desist causing any unauthorized co-branding, framing or hyper linking upon notice from ITR and at all times you will cooperate with ITR following AR’s discovery of any such illegal activity.

9. INTELLECTUAL PROPERTY

All ITR Sites are protected under Canadian and United States copyright, patent and trade-mark laws and other laws of Canada and other nations. Any ITR Site Content, including the collection, arrangement, and assembly of such Content, other than the Third Party Content described in section 10 of these Terms of Use, is the exclusive property of ITR. 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 ITR Site Content, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of ITR. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of ITR or allow any third party to access any ITR Site Content. Except as explicitly granted herein, ITR reserves rights to the fullest extent in ITR Site Content.

The word mark iTrust including associated identities such as iTrustInvestor, iTrustIssues, iTrustIndex, iTrustReport, iTrustModel and other variations on the iTrust name as well as all associated designs and logos are all registered as business names, domain names or trademarks of ITR or used by license from its parent company. As well, TrustInvestor, TrustModel, TrustIssues and IncomeInvestor and all associated designs and logos are trademarks of and used under license from ITR of Toronto Canada.

All other product, brand and company names and logos used or mentioned on an ITR Site or any of the Products may be the trademarks or registered trademarks of their respective owners. ITR and any party that provided trade-marks, service marks, and logos to ITR retain all rights with respect to any of their respective trade-marks, service marks, and logos appearing in this Site. Nothing contained in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark displayed on this Site.

10. THIRD PARTY CONTENT

This Site may also contain information or materials that is owned or provided by persons other than ITR (“Third Party Content”). ITR makes no representations or warranties with respect to such Third Party Content and does not undertake to conduct any independent investigation of Third Party Content. Inclusion of information or materials from third parties on this Site does not mean, unless expressly stated otherwise, that ITR or any of its affiliates endorse or agree with such information or materials.

You are granted a limited license to display on your computer, download, use and make one printed copy of the Third Party Content for your own private, non-commercial use only, so long as (i) you do not modify any such Third Party Content; and (ii) you ensure that any copyright or trade-mark notices contained in the specific Third Party Content are retained. Nothing in this limited license confers any ownership rights in the Third Party Content from any third party who has ownership rights in the Third Party Content available on the Site.

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 provider. You shall use your best efforts to stop any such copying or distribution immediately after you become aware of such use.

The rights and limitations in this section are for the benefit of each third party provider, each of which shall have the right to enforce its rights under this section directly and on its own behalf.

11. HYPERLINKS

ITR Sites contain hyperlinks to other sites that are not maintained by, or related to, ITR. Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by ITR of, any affiliation with or endorsement by the owner of the linked site. ITR has no control over such third party sites. ITR is not responsible for the availability of such external sites and no endorsement of any third party products expressed or implied by any information, material or Content referred to or included on or linked from or to the ITR Site. ITR does not assume responsibility for the accuracy, completeness, accessibility and usefulness of the information, data, opinions, advice or statements contained at such sites and your access and use of such third party sites, including any information, material, products and Products therein, is solely at your own risk. ITR accepts no liability for any direct, indirect, incidental, exemplary, consequential, punitive or other losses or damages of whatsoever kind arising out of access to or use of any hyperlinked website or any information or reliance on any such content, goods or products available on or through any such linked website. You also understand and agree that ITR’s Privacy Policy is applicable only while you are using the ITR Site. Once you are linked to another website, you should read the privacy statement of that website before disclosing any personal information.

12. OTHER BUSINESSES

You acknowledge and agree that your correspondence or business dealings with any third parties, including any sponsors or merchants found on or through an ITR Site or any of the Products, including payment for and delivery of related goods and Products, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties. ITR assumes no responsibility whatsoever for any charges you or any user of your registration information incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be yours alone. And you agree that ITR shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions.

13. CONDUCT AND USE

You agree to comply with all applicable laws and these Terms of Use when using an ITR Site or Service. In consideration of the availability and your use of an ITR Site or any of the Products you also explicitly agree:

(A) NOT TO post, transmit, link to, or otherwise distribute: any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information; any materials, information or Content constituting, advocating or encouraging conduct that would constitute a criminal offence or give rise to civil liability, or otherwise use an ITR Site or any of the Products in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying an ITR Site, any of the products or services, or the Internet; any information, materials or Content (including for greater certainty, software) which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component.

(B) NOT TO defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to privacy and publicity;

(C) THAT ITR may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard.

14. FORUMS AND SUBMISSIONS

By uploading materials to any discussion forum available on an ITR Site (collectively "Forums") or otherwise submitting any materials to us through any other Content generating or submitting Service on an ITR Site, you automatically grant (or warrant that the owner of such materials expressly grants) ITR a world-wide, perpetual, royalty-free, irrevocable and nonexclusive right and license to use, copy, adapt, transmit, communicate, publicly display and perform, distribute and create compilations and derivative works from such submitted materials, for the limited purposes of publishing and promoting such materials in connection with the Forum or other service through which the materials were submitted or generated, and for all promotions thereof. Such license shall apply with respect to any form, media or technology now known or later developed.

You represent and warrant that you own or otherwise control all of the rights to any submission that you post; that the submission is accurate; that the use of the submission that you supply does not violate these Terms of Use and will not cause injury to any person or entity, and that you will indemnify ITR for all claims resulting from any submission that you provide to ITR. In addition, you irrevocably waive all of your moral rights as author in respect of such submission, however arising. ITR will not be required to treat any Submission as confidential, and may use any submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future ITR operations. For greater clarity, ITR also reserves the right to refuse to post or to remove any information or materials in whole or in part that, at its sole discretion, are unacceptable, undesirable, or in violation of these Terms of Use.

You understand that when you participate in a Forum, you can never assume that people are who they say they are, know what they say they know, or have the affiliations they say they have. ITR cannot be responsible for the Content or accuracy of any information, and will not be responsible for any reliance on or decisions made based on such information. When using a Forum, you may not post, transmit, link to or otherwise distribute any information, materials or Content that do not generally pertain to the designated topic or theme of the particular Forum. Use of a Forum for commercial purposes of any kind is strictly prohibited.

15. GENERAL DISCLAIMER

Data and information is provided for informational purposes only. It is not intended for trading purposes. ITR, including its employees, directors, officers, and shareholders assume no liability for inaccurate or incomplete information on this site, or for any missing information. The information is provided by multiple data suppliers without verification by us. Past performance is not necessarily indicative of future performance.

The site and related publications are focused primarily on Canadian income trusts and funds. Information provided by us includes news and data from reports intended only for Canadian investors. Consult directly with the individual or firm and with a qualified investment advisor before making an investment decision.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(A) ITR CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULITR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THIS SITE FOR THE RECONSTRUCTION OF ANY LOST DATA. ITR DOES NOT ASSUME ANY RESPONSIBILITY OR RISK FOR YOUR USE OF THE INTERNET.

(B) YOU, AND NOT ITR ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF ANY ITR SITE, THE CONTENT OR THE PRODUCTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF AN ITR SITE IS USED BY YOU AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF SUCH MATERIAL. ITR DOES NOT REPRESENT OR WARRANT THAT THE CONTENT, THE SITE, ITS SERVERS OR EMAIL SENT FROM THE SITE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

(C) YOUR USE OF ANY ITR SITE IS AT YOUR OWN RISK. ALL ITR SITES AND ANY OF THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT ITR MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS (as used in this section "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULITR PURPOSE AND NON-INFRINGEMENT AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND

(D) ITR SPECIFICALLY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE COMPLETENESS, ACCURACY, AVAILABILITY OR APPROPRIATENESS OF ANY ITR SITE, THE CONTENT OR THE PRODUCTS OR THEIR USEFULNESS FOR YOUR PURPOSES. FOR GREATER CLARITY, ITR DOES NOT REPRESENT OR WARRANT THAT (I) THE FUNCTIONS OR CONTENT CONTAINED ON ANY ITR SITE WILL BE UNINTERRUPTED, RELIABLE, ACCURATE, COMPLETE, SUITABLE, VALID, TRUTHFUL, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS IN ANY WAY; (II) ANY DEFECTS IN THE CONTENT WILL BE CORRECTED, OR THAT ANY ITR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE USE OF THE CONTENT AND THE ITR SITE WILL BE TIMELY, SECURE, OR ERROR-FREE; (IV) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE CONTENT, THE ITR SITE OR ANY PRODUCTS OBTAINED THROUGH THE SITE WILL BE ACCURATE, BENEFICIAL OR RELIABLE; OR (V) THE QUALITY OF ANY CONTENT OR PRODUCTS OBTAINED BY YOU THROUGH YOUR USE OF ANY ITR SITE OR THE PRODUCTS WILL MEET YOUR EXPECTATIONS. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND ITR MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME.

(E) ITR 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.

16. PROFESSIONAL INFORMATION DISCLAIMER

The ITR Sites make available information that includes data, publications and books provided by third parties related to various professional fields such as, without limitation, accounting and financial planning, law and investments ("Professional Information"). Such Professional Information is provided for educational and entertainment purposes only and should not be interpreted as a recommendation for a specific plan, product or course of action.

Use of an ITR Site does not replace consultations with a qualified financial, legal or other relevant professional. In addition, while the Professional Information is frequently updated, this information changes frequently and therefore, some of the Professional Information may be out of date.

You agree that all risk associated with the use of, or reliance on, any of the Professional Information rests with you. You further agree that ITR, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any such Professional Information.

17. FINANCIAL INFORMATION DISCLAIMER

The Content includes facts, views, opinions, recommendations, description of, or references to, products or securities that are made available by ITR through an ITR Site or any of the Products for information purposes only. Such Content is not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation, or sponsorship of any entity or security by AR; and does not necessarily reflect the views or policy of ITR, ITR publishers, contributors and staff of, and advertisers on, an ITR Site.

You acknowledge and agree that any request for information by you is unsolicited and shall neither constitute nor be construed as investment advice by ITR. You should apply your own judgment in making any use of any Content, including, without limitation, the use of any information contained therein as the basis for any conclusions. You have responsibility for your own investment research and decisions.

PRIOR TO MAKING ANY INVESTMENT DECISION, IT IS STRONGLY RECOMMENDED THAT YOU SEEK OUTSIDE ADVICE FROM A QUALIFIED INVESTMENT ADVISOR. ITR DOES NOT PROVIDE OR GUARANTEE ANY FINANCIAL, LEGAL, TAX, OR ACCOUNTING ADVICE OR ADVICE REGARDING THE SUITABILITY, PROFITABILITY, OR POTENTIAL VALUE OF ANY PARTICULITR INVESTMENT, SECURITY, OR INFORMATION SOURCE.

You further acknowledge that ITR and its owners, employees and affiliates (collectively called “Possible Interests”) may invest or otherwise hold interests in entities that may be referenced in the Products or Content found on an ITR Site. The views and opinions expressed on an ITR Site are not intended to constitute a description of securities bought, sold, or held on behalf of Possible Interests nor an indication of any intention to buy, sell, or hold any security.

18. INDEMNIFICATION

You agree to defend, indemnify and hold harmless each of ITR, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on an ITR Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (I) your breach of any of these Terms of Use; (II) your access to or use of an ITR Site, Products or Content; or (III) your use or reliance on, or publication, communication or distribution of anything on or from an ITR Site or through any of the Products. You shall use your best efforts to cooperate with us in the defence of any claim. ITR reserve the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

19. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ITR, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, THIRD PARTY PROVIDERS, AGENTS OR ADVISORS, AFFILIATES OR LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, HOWSOEVER ARISING, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER ITR HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR USE OR INABILITY TO USE THE SITE, THE CONTENT OR ANY PRODUCTS OBTAINED THROUGH THE SITE OR ANY SITE TO WHICH YOU HYPERLINK FROM THE SITE; (II) ANY THIRD PARTY CLAIMS THAT THE USE BY YOU OF THE CONTENT OR ANY OF THE PRODUCTS VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT OR PRIVACY RIGHT; (III) ANY FAILURE OF PERFORMANCE OF THE SITE OR THE CONTENT, WHETHER RELATED TO ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES OR LINE FAILURE; OR (IV) ANY OTHER MATTERS RELATING TO THIS SITE, ANY SUBMISSIONS, THE CONTENT OR THE PRODUCTS, BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WHETHER OR NOT ITR HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT YOU MIGHT INCUR SUCH DAMAGES.

You expressly acknowledge that ITR has entered into this agreement and that it has and will make an ITR Site, Content and Products available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same are reasonable and form an essential basis of the bargain between you and ITR.

20. APPLICABLE LAW

These Terms of Use and any action related thereto or related to the ITR Sites, the Products and the Content shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws 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.

Subject to the Arbitration and Actions paragraph below, you agree that any action at law or in equity arising out of or relating to these Terms of Use or your use of an ITR Site, the Content and the Products 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.

All ITR Sites and Products are controlled, operated and administered by ITR from offices within Canada. ITR makes no representation or warranty that an ITR Site or any of the Products are appropriate or available for use at any locations outside Canada. If you access an ITR Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through an ITR Site in violation of applicable export laws and regulations. Your use of any ITR site is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use an ITR Site or the Content in any such circumstances.

21. DISPUTES

Any controversy, claim or dispute arising out of or your use of any ITR Site or the relationship which results from these Terms of Use, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms of Use which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party.

Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Furthermore, you agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

22. TERMINATION

You acknowledge and agree that these Terms of Use shall remain in effect for so long as you use any ITR Site or the Products. You agree that this agreement can only be terminated by you once you have stopped using the Site or the Products. You acknowledge and agree that ITR, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, an ITR Site or any of the Products, and remove and discard any information or Content related to an ITR Site or any of the Products (and your use thereof), for any reason, including our belief that you have violated these Terms of Use.

You further agree that ITR shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with an ITR Site or any of the Products or with any terms, conditions, rules, policies, guidelines, or practices of ITR in operating an ITR Site or any of the Products, your sole and exclusive remedy is to discontinue using an ITR Site or any of the Products. 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 ITR at the time of termination.

23. ENTIRE AGREEMENT

These Terms of Use, the Subscription Agreement , and the Privacy Policy, along with any other legal notices, policies or guidelines of ITR linked to these Terms of Use constitute the entire agreement between you and ITR relating to your use of any ITR Site 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 any ITR Site. No changes to these Terms of Use shall be made except by a revised posting on this page or except as otherwise expressly contemplated herein. In the event of any conflict between these Terms of Use, the Subscription Agreement and the Privacy Policy, the Terms of Use shall be paramount followed by the Subscription Agreement.

24. NO AGENCY

ITR 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 ITR, you, and relying Third Party Providers.

25. ASSIGNMENT

This agreement is personal to you. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without the prior written consent of ITR.

26. SEVERABILITY

If any of the provisions of the Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein.

27. NO WAIVER

ITR 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 ITR. No delay or omission by ITR 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. AR’s failure to enforce the strict performance of any provision of these Terms of Use will not constitute a waiver of AR’s right to subsequently enforce such provision or any other provisions of these Terms of Use.

28. 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.

29. LANGUAGE

You agree that English will be the language of the ITR Sites and of all transactions occurring in connection with the ITR Sites, and you agree to waive any right to use and rely upon any other language or translations. The parties have required that these Terms of Use and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s'y rattachent soient rédigés en anglais.

30. SUBMISSION OF IDEAS AND/OR SUGGESTIONS

ITR is always improving its web sites and Products and developing new features. If you have ideas and/or suggestions regarding improvements or additions, we would like you to e-mail them to ?. Any submission will be subject to the following:

UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA AND/OR SUGGESTION OR RELATED MATERIAL TO ITR BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL TO ITR, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO ITR THAT THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND THAT ITR IS FREE TO IMPLEMENT THE IDEA AND/OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY ITR, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

June 1, 2006

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