TERMS OF USE

Thank you for visiting the SPi Group Inc’s website (the "Site"), which is owned and operated by The SPi Group Inc. ("SPi"). This page states the terms and conditions under which you may use the Site (the "Terms of Use"). Please read the Terms of Use carefully. By accessing, browsing, or otherwise using the Site, you acknowledge that you have fully understood and agree to be bound by the Terms of Use. If you do not agree to be bound by the Terms of Use, you may not access or use the Site. We suggest that you print and keep a copy of the Terms of Use for your records.

SPi will have the right, at its sole discretion, to modify, add or remove any terms or conditions of these Terms of Use, and any other policies or guidelines governing the Site, without notice or liability to you. Any changes to these Terms of Use will be effective immediately following the posting of such changes on the Site. You agree to review the Terms of Use from time to time and agree that any subsequent use by you of the Site following changes to the Terms of Use constitutes your acceptance of all such changes. If you do not agree to any changes to the Terms of Use, you agree to immediately discontinue your use of the Site.

Section 1. Use of Site

The information and materials contained at this Site, including the text, graphics, logos, images, diagrams, screen shots, arrangement and general design of the Site (collectively, "Content") is owned by SPi and is protected by copyright and trademark laws and the laws of Canada and other nations. SPi authorizes you to view or download a single copy of Content solely for your personal use provided that you retain all proprietary notices contained in such Content. You acknowledge and hereby agree that you do not acquire any ownership rights by downloading Content from the Site. You may not modify, copy, distribute, transmit, display, perform, reproduce, republish, license, create derivative works from, transfer, or sell any Content without prior written permission of SPi. You may use Content only for informational purposes and to facilitate communications between you and SPi.

You many not use this Site in any manner which could damage, disable, overburden or impair the Site or interfere with any other party’s use and enjoyment of the Site. You further agree that you will use the Site for lawful purposes only.

Section 2. Disclaimer

The performance of the Site and all Content contained on, downloaded or accessed from the Site are provided to you on an "as is, where is" basis. SPi disclaims all conditions, terms, representations and warranties, express or implied, statutory or otherwise, including but not limited to, implied warranties of merchantability, quality, fitness for a particular purpose, title and non-infringement, with respect to the Site or any Content.

SPi reserves the right, at its sole discretion, to modify, disable access to or discontinue, temporarily or permanently, any part or all of the Site or any information or services offered thereon, including your password access (if any), without liability or notice to you.

You acknowledge and agree that any reliance on or use by you of the Site or of any Content shall be at your own risk. SPi does not warrant that the Site and Content are free from errors or other program limitations or that the Site and Content will be accessible and perform in accordance with your expectations. This disclaimer shall apply to all damages or injuries incurred from, or related to your use of this Site including but not limited to failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of information pertaining to your account. You specifically acknowledge that SPi will not be liable for any defamatory, offensive or illegal conduct of third parties

You acknowledge and agree that in no event will SPi or its owners, affiliates, business partners, directors, officers, employees or agents be liable to you for damages of any kind, whether framed in contract or tort, arising from your reliance on or use of the Site or Content, including and without limitation any direct, indirect, special, incidental, punitive and consequential damages, even if SPi has been advised of the possibility of such damages.

Section 3. Indemnity

You agree to defend, indemnify and hold SPi , its employees, directors and related entities harmless from and against any and all liabilities, costs and expenses including reasonable legal fees, related to any violation of the Terms of Use by you or users of your customer account password or in connection with your use of the Site.

Section 4. Waiver

SPi’s failure to insist upon the strict performance of any provisions of the Terms of Use does not mean that SPi is waiving any of its rights under the Terms of Use and shall not be construed as such.

Section 5. Confidentiality and Transmissions over the Internet

The transmission of data or information (including communications by e-mail) over the Internet or other publicly accessible networks is not secure, and is subject to possible loss, interception or alteration while in transit. SPi does not assume any liability for any damage you may experience or costs you may incur as a result of any transmissions over the Internet or other publicly accessible networks, such as transmissions involving the use of your password for our website or the exchange of e-mail with us (including those which may contain your personal information). While we will take commercially reasonable efforts to safeguard the privacy of the information you provide us and treat such information in accordance with our company policies, in no event will the information you provide to us be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without our consent.

Section 6. Passwords

Access to certain portions of the Site are password-protected. SPi has the right to cancel your password at any time, for any reason whatsoever. You are entirely responsible for protecting the confidentiality of any passwords issued by SPi to you for use with the Site, and SPi will not be responsible for any unauthorized use of your password and is under no obligation to confirm the actual identity of any user. In the event of use of your password without your consent or the discovery by you of any other breach of security, you agree to notify SPi immediately.

Section 7. Hyperlinks

The Site contains hyperlinks to other sites and material that are not maintained by, or related to, SPi. Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by SPi, any affiliation with or endorsement by the owner of the linked site. SPi has no control over such third party sites. SPi 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 the Site. SPi 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 services therein, is solely at your own risk. SPi accepts no liability for any indirect, incidental, exemplary, consequential, punitive or other losses or damages whatsoever kind arising out of access to or use of any hyperlinked website or any information or reliance on any such content, goods or services available on or through any such linked website.

Section 8. General

Entire Agreement : Unless specifically provided herein, the Terms of Use constitutes the entire agreement between you and SPi with respect to your use of this Site. The Terms of Use shall supersede all prior agreements, understanding, negotiations and discussions, either oral or written between the parties. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the parties in connection with the use of this Site except as specifically set forth herein. If any provision of the Terms of Use is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.

Termination: This Agreement shall automatically terminate if you are in breach of any of the provisions contained herein. SPi reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice.

Governing Law and Jurisdiction: The Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws provisions thereto. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario with respect to the subject matter hereof. You hereby expressly consent to the sole and exclusive jurisdiction and venue of the courts of the Province of Ontario, for any legal proceeding arising out of or relating to your use of this Site or the Terms of Use.

English Language: You agree that English will be the language of the Site and of all transactions occurring in connection with the Site, 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 volonté expresse des parties que la présente convention ainsi que tous les documents légales qui s’y rattachent soient rédigés en anglais.