ENTERPRISE CANADA NETWORK

TERMS & CONDITIONS

Important Notices to All Users of This Web Site

To use the ECN service operated by Canadian Manufacturers & Exporters (“CME”), you must agree to the following terms and conditions by clicking on the "I accept" button on the ECN Web site. In this Agreement, "We", "Us", "Our" and "You" means any person or other entity applying to register with the ECN Service as a user.

1.0 - Definitions
2.0 - Rates and Charges - Registered Users
3.0 - Rates and Charges - Non Registered Users
4.0 - Ownership and Use of Information
5.0 - Confidentiality and Security
6.0 - Use of Internet and email
7.0 - Consent - Use of Name
8.0 - Change of Address
9.0 - Changes to Service and Agreement
10.0 - Termination
11.0 - Liability
12.0 - Laws of Application
13.0 - Assignment
14.0 - Prior Agreements

       1 Definitions

1.1 "Information" refers to all of the information, software and other material provided in connection with or available through the ECN Service, including but not limited to the procurement information, opportunity abstracts and any information that Participating Organizations distribute through the ECN Service.

1.2 "ECN" refers to the Enterprise Canada Network, operating the ECN Service.

1.3 "ECN Service" refers to the electronic commerce service owned and operated by ECN, which serves as the electronic system for Participating Organizations to support the distribution of Information regarding business, technology, research and procurement opportunities published by public and private organizations.

1.4 "Opportunity Abstract" refers to a summary in paper or electronic form of the information relating to a business opportunity, technology opportunity, research proposal or procurement opportunity.

1.5 "Participating Organization" refers to any organization including governmental departments or any other public or private organization that is using or has licensed ECN to advertise and distribute information on the ECN Service.

1.6 “Partner” includes any organization assisting ECN in the delivery and functionality of the ECN Service, including the Enterprise Europe Network and Export Development Canada, as amended from time to time at ECN’s sole discretion.

1.7 “Sponsor” includes any organization financially and or otherwise supporting ECN as amended from time to time at ECN’s sole discretion.

1.8 "User" refers to an individual or entity that has registered with the ECN Service as a User.

1.9 "Non Subscriber" refers to a user of the ECN Service that is not a registered ECN User.

     2 Rates and Charges - Registered Users

2.1 We agree to register with the ECN Service and, where applicable, to pay by valid credit card any fees for access to the ECN Service, including the purchase of connection credits. We also recognize that all payments are not refundable.

2.2 We agree to pay for any other charges incurred by us in accordance with the current ECN User price list. The current ECN User price list is posted on the ECN Web site.

2.3 ECN is authorized to charge our valid American Express, MasterCard or VISA credit card for all charges when due.

2.4 Interest on overdue accounts is charged at 1 1/2% per month, equal to 18% per annum. ECN may apply a surcharge to any payments returned by the issuing Financial Institution.

2.5 We acknowledge that ECN may terminate or suspend our use of the ECN Service for non-payment, and that such termination or suspension will include suspension of opportunity matching, notification of new opportunities and other value added services.

2.6 We agree that ECN may amend the rates and charges for the ECN Service from time to time. Revised rates and charges will be reflected in the ECN price list, a copy of which is available on the ECN Web site.

2.7 ECN is not obligated to refund or exchange for services charged herein.

      3 Rates and Charges – Non-Registered Users

3.1 We agree to pay by valid credit card any fees for access to the ECN Service, where applicable. We also agree to pay for charges incurred by us in accordance with the current ECN User price list. The current ECN User price list is posted on the ECN Web site.

3.2 Upon ordering or contracting for such services, you will authorize ECN to charge your valid American Express, MasterCard or VISA credit card for all charges when due.

      4 Ownership and Use of Information

4.1 We acknowledge that any of the Information that we receive through the ECN Service is owned either by the Participating Organization that issued the Information or by ECN. We agree that we will not use, store, copy, or reproduce the Information, or distribute or disclose it to any third party, except for the sole purpose of having such third party assist us in evaluating an opportunity or preparing a response to an Opportunity Abstract, except where consent is provided by ECN in writing. We agree that we will not sell, distribute publish or otherwise disseminate to any third party, or make available for the purpose of resale to any third party, any Information received from or through the use of the ECN Service without the prior written consent of ECN.

      5 Confidentiality and Security

5.1 We acknowledge that ECN cannot ensure the privacy and authenticity of any information that we send or receive through the Internet, and we agree that ECN will not be responsible for any damages that we incur if we communicate confidential information to ECN over the Internet, or if ECN communicates such information to us at our request.

5.2 We agree not to disclose our ECN Service password to any third party. We agree that we are solely responsible for all use of our password and we agree to put reasonable security procedures in place regarding its use and to notify ECN immediately of any unauthorized use.

5.3 We agree that neither ECN nor Participating Organizations are under any obligation to confirm the actual identity or authority of any individual user or the authenticity of any Opportunity Abstract and have no liability for damages or harm we may incur from misuse, non-acceptance, delay or restriction in submitting responses to Opportunity Abstracts, receiving Information, nor for any unavailability, malfunction, cancellation or withdrawal of online submission access or any portion of such service or any device associated with it.

5.4 We agree that neither ECN nor Participating Organizations, nor other ECN Users are under any obligation to reply to any filed expression of interest through the ECN Web site and ECN has no liability for damages or harm we may incur from any response to any expression of interest or lack thereof, nor is ECN in any way liable for any material or non-material relationship accessed or acquired through the ECN Service.

5.5 We acknowledge that links to other Web sites through the ECN Service do not imply any endorsement or approval by ECN.

      6 Use of Internet and e-mail

6.1 We acknowledge that if we access the ECN Service through the Internet, we are responsible for reading and complying with any notices, warnings or disclaimers posted on the ECN Web site.

6.2 We acknowledge the fact that email is NOT a guaranteed delivery method and is subject to what is conventionally referred to as ANTI-SPAM filters that may impact the delivery of the email to our email account. We acknowledge that ECN will not be responsible for an email once it has left the ECN Server unless the delivery failure is caused solely by the gross negligence of ECN.

      7 Consent - Use of Name & Information

7.1 We authorize ECN and consent to make our name and organizational information available to other registered users and authorized users of the ECN Service at any time and in any format for the purpose of meeting the requirements of the ECN Service, including to ECN Sponsors and Partners, but excluding the provision of our name to third parties for the purpose of mailing lists or any other purpose not related to the ECN Service.

7.2 In accordance with Canada’s Anti-Spam Legislation, we expressly consent to receiving communications from ECN relating to the ECN Service, including information relating to Opportunities, expressions of interest and other information. In addition, we expressly consent to receiving communications from ECN Partners and Sponsors relating to the ECN Service, but excluding the provision of our name to third parties for the purpose of mailing lists or any other purpose not related to the ECN Service

      8 Change of Address

8.1 We agree that we are responsible for providing our current delivery or invoicing address, our e-mail address to ECN for the ECN Service. We will immediately notify ECN of any change of these addresses through the ECN Web site, by mail, by fax on Company letterhead. We acknowledge that ECN shall bear no responsibility or liability for our failure to do so.

     9 Changes to Service and Agreement

9.1 We acknowledge that, from time to time, and at its discretion, ECN may amend the provisions of the ECN Service, including pricing where applicable or any of the terms and conditions of this Agreement.

   10 Termination

10.1 We acknowledge that ECN may terminate this Agreement with us and suspend our use of the ECN Service at any time and for any reason, including where we fail to pay User fees, where applicable, or any other charges incurred by us.

10.2 We may immediately terminate this Agreement with ECN upon providing written or electronic notice to ECN. Where an electronic notice will be provided by us to ECN to terminate this Agreement, we agree to comply with all reasonable procedures established by ECN in providing such electronic notice (as such procedures may be amended from time to time at ECN's sole discretion) and which procedures shall be made available to us through the ECN Service. Where a written notice will be provided by us to ECN to terminate this Agreement, we agree to comply with all reasonable procedures established by ECN to provide such written notice (as such procedures may be amended from time to time at ECN's sole discretion), which procedures shall be made available to us through ECN Service, upon termination, we acknowledge our password and access to the ECN Service will be terminated and we will no longer receive Opportunities unless otherwise requested by us, in accordance with the termination procedures established by ECN (as they may be amended from time to time at ECN's sole discretion). Termination of this Agreement will not relieve us from our obligation to make payments to ECN for any outstanding fees or other charges payable by us, where applicable, prior to termination for the ECN Service and our use of the ECN Web site, as set out in section 10.4 below.

10.3 On termination, we will return any Information provided to us on reasonable request by ECN.

10.4 We will pay any outstanding fees, where applicable, and charges on termination, and agree those sections 4, 5 and 11 of these terms and conditions will continue in force following termination.

   11 Liability

11.1 We acknowledge that neither ECN nor CME assumes responsibility for the availability, accuracy, completeness or timeliness of any of the Information available through the ECN Service or for the fitness of such Information for any particular purpose.

11.2 We acknowledge that neither ECN nor CME and their officers, directors, employees, agents and subcontractors will, under any circumstances, be liable to us for damages, including direct, indirect, special or consequential damages, even if ECN or CME has been advised of or could have foreseen such damages, arising out of our use of or reliance on the ECN Service, unless caused solely by the gross negligence of ECN or CME. For greater certainty, such damages shall include, without limitation, damages in respect of loss of profit, loss of business revenue, failure to realize any expected savings, and any claim made against us by a third party.

11.3 We agree that we will indemnify and hold harmless ECN and CME and their officers, directors, employees, agents and subcontractors for any loss, damage, cost, expense, liability or claim suffered or incurred by, or made against, ECN or CME arising out of our breach of this Agreement, or our fraud, misrepresentation, negligence or wilful misconduct in our performance or non-performance under this Agreement.

   12 Laws of Application

12.1 We agree that this Agreement will be governed by the laws of Ontario and those of Canada applicable therein.

   13 Assignment

13.1 We agree that ECN may assign this Agreement, in whole or in part, without our consent, and we may not assign this Agreement in whole or in part.

   14 Prior Agreements

14.1 We agree that this Agreement supersedes any prior versions of this Agreement governing the ECN Service. '

IMPORTANT NOTICES TO ALL USERS OF THE ECN WEB SITE

Confidentiality and Security

ECN cannot ensure the privacy and authenticity of any information or instructions you send to us or we send to you over the Internet. ECN, including the ECN Service, will not be responsible for any damages you may incur if you communicate confidential information to us over the Internet, or if we communicate such information to you at your request.

Non-responsibility

ECN is not responsible in any manner for direct, indirect, special or consequential damages, howsoever caused, arising out of use of this Web site, the ECN Service, or the reliance on the information it contains.

Available Only Where Permitted by Law

The products and services described in pages of the ECN Web site, including the ECN Service, are only offered in jurisdictions where they may be legally offered for sale or use.

Applicable Agreements

All products and services of ECN, including the ECN Service, are subject to these Terms and Conditions.

Use of Information

The Information contained on this Web site and pages within is not intended to provide specific legal, accounting, financial or tax advice for any individual and should not be relied upon in that regard. The Information provided by service providers on the ECN Web site pages are those of the service providers connected therewith and not the views, opinions or advice of ECN or CME.

Accuracy and Changes

Facts and information provided by ECN, including the ECN Service, are believed to be accurate when placed on this Web site. Changes may be made at any time to the material or information on this Web site without prior notice.

Software Backup

While every effort is made to ensure that all software provided at this Web site is suitable for use on a wide variety of computer systems, you should take reasonable and appropriate precautions to scan for computer viruses, and ensure compatibility of the software with your specific computer system. You should also ensure that you have a complete and current backup of the information contained on your computer system prior to installing such software.

Hyperlinks are Not Endorsements

Links to other Web sites or references to products, services or publications other than those of ECN at this Web site do not imply the endorsement or approval by ECN of such Web sites, products, services or publications. ECN is not responsible or liable for the content presented on these links including advertising claims, endorsements or names. These Web sites are not part of our Web site or the ECN Service and ECN has no control over their content or availability.

Trademarks Belonging to ECN or Other Entities

Certain names, graphics, logos, icons, designs, words, titles or phrases on the ECN Web site may constitute trade names, trademarks or service marks of ECN, CME or other entities. Trademarks may be registered in Canada and in other countries as applicable. The display of trademarks on pages at this Web site does not imply that a license of any kind has been granted. Any unauthorized downloading, re-transmission or other copying or modification of trademarks and/or the contents herein may be a violation of federal or common law, trademark and/or copyright laws and could subject the copier to legal action.

Copyright

All Information at this site is protected under the copyright laws of Canada and in other countries. In addition, certain Information may be copyrighted by others. Unless otherwise specified, no one has permission to copy, redistribute, reproduce or republish in any form, any Information found at this Web site. Inquiries about permission should be directed to ECN information office at 905 672 3466.

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