Welcome to the Nexus Systems Website. Please read this Agreement carefully. It governs your use of the Nexus Systems Web site (the “Web Site”). It exempts Nexus Systems (“Nexus Systems”) and other persons from liability or limits their liability and contains other important provisions that you should read. Each time you use the Web Site YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT.

Nexus Systems may, in its sole discretion, change, supplement or amend this Agreement as it relates to your future use of the Web Site from time to time, for any reason, and without any notice or liability to you or any other person, by posting a revised Agreement on the Web Site.

• Permitted Users
• Proprietary Rights
• Right to Download
• Security
• Links to Third-Party Web Sites
• Personal Information Protection
• Applicable Law

Permitted Users
The Web Site may be used only by persons who have reached the age of majority or legal age in their jurisdictions and who can form legally binding contracts under applicable law. The Web Site may not be used by persons in jurisdictions where access to or use of the Web Site or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Web Site is lawful, and you must comply with all applicable laws.

Proprietary Rights
The Web Site and all information (in text, graphical, video and audio forms), images, icons, software, design, applications and other elements available on or through the Web Site are the property of Nexus Systems and others, and are protected by Canadian and international copyright, trade-mark, and other laws. Your use of the Web Site does not transfer to you any ownership or other rights in the Web Site or its Content. You may only use the Web Site in the manner described specifically in this Agreement.

The Web Site may not be used for any purpose not expressly permitted by this Agreement. In particular, except as expressly stated otherwise in this Agreement, the Web Site may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, or distributed in any way, in whole or in part, without the express prior written consent of Nexus Systems. You may not use any of the software that is used in the operation of the Web Site except while you are use the Web Site. You may not reproduce, copy, duplicate, sell, or resell any part of the Web Site (including the software used in the operation of the Web Site) or access to the Web Site.

The Web Site is made available to you for your lawful use only. You may access and browse the Web Site using commercially available, SSL-capable Web browser software. You may print or download the pages of the Web Site for your personal use provided that you do not modify any of the Web Site pages or other content and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers.

If you send any unsolicited ideas, suggestions or other materials ("Submissions") to Nexus Systems or the Web Site you automatically grant (or warrant that the owner of the Submissions grants) to Nexus Systems and its assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Nexus Systems or its assigns, and you agree, represent and warrant that all moral rights in the Submissions are waived in favour of Nexus Systems and its assigns.

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Right to Download
You may only download Content displayed on the Web Site for non-commercial, personal use provided you also retain all copyright, trademark and other proprietary notices contained in the material, do not modify or alter the material and do not copy or post the material on any network computer or broadcast the material in any media. It is strictly prohibited to modify, transmit, distribute, reuse, repost, "frame" or use the content of the Web Site including the text, images, audio and/or video for public or commercial purposes without written permission from an authorized representative of Nexus Systems.

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Security
The Web Site may only be used for lawful purposes. You are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (a) accessing data not intended for such user; (b) using the Web Site for unintended purposes or trying to change the behaviour of the Web Site; (c) attempting to probe, scan or test the vulnerability of a system or network or breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including without limitation via means of submitting a virus to the site, overloading, "flooding," "spamming," "mail bombing" or "crashing;"; (f) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting; (g) forging communications on behalf of the Web Site (impersonating Nexus Systems) or to the Web Site (impersonating as a legitimate user); or (h) framing, mirroring, scraping or data-mining the Web Site or any of its Content in any form and by any method. Sending unsolicited and unauthorized e-mail on behalf of Nexus Systems, including promotions and/or advertising of products or services, is prohibited.

You agree not to use any device, software or routine or data to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site. You agree, further, not to use or attempt to use any engine, software, tool, agent, data or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Web Site other than the search engine and search agents provided by Nexus Systems or generally publicly available browsers. Violations of system or network security may result in civil or criminal liability

Links to the Websites without the express written permission of Nexus Systems are strictly prohibited.

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Disclaimers, Liability Exclusion and Indemnity
NEXUS SYSTEMS DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE WEB SITE. YOUR USE OF THE WEB SITE IS AT YOUR OWN RISK. THE WEB SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATING TO ACCURACY, ACCESSIBILITY, AVAILABILITY, COMPLETENESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, LACK OF NEGLIGENCE, MERCHANTABILITY, NON-INFRINGEMENT, PERFORMANCE, QUALITY, RESULTS, SECURITY, SERVICE, TIMELINESS, TITLE, UNINTERRUPTED SERVICE, VIRUSES OR WORKMANLIKE EFFORT, ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY NEXUS SYSTEMS TO THE FULLEST EXTENT PERMITTED BY LAW. THE OPERATION OF THE WEB SITE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND THE CONTROL OF NEXUS SYSTEMS AND MAY NOT BE CONTINUOUS OR UNINTERRUPTED OR SECURE.

YOU ARE SOLELY RESPONSIBLE FOR: (A) OBTAINING, CONFIGURING AND MAINTAINING ALL COMPUTER HARDWARE, SOFTWARE, TELEPHONE SERVICES, AND OTHER EQUIPMENT AND SERVICES NECESSARY FOR YOU TO ACCESS AND USE THE WEB SITE; (B) SCANNING FOR AND PREVENTING THE RECEIPT AND TRANSMISSION OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; AND (C) MAINTAINING A COMPLETE AND CURRENT BACKUP OF ALL OF THE DATA CONTAINED ON YOUR COMPUTER SYSTEM PRIOR TO ACCESSING OR USING THE WEB SITE.

NEXUS SYSTEMS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE WEB SITE (WHICH INCLUDES ALL CONTENT, INFORMATION, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE WEB SITE) BY YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO ANY DELAY OR FAILURE IN PERFORMANCE CAUSED BY CIRCUMSTANCES BEYOND NEXUS SYSTEMS’ REASONABLE CONTROL.

YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS NEXUS SYSTEMS FROM AND AGAINST ANY AND ALL CLAIMS AND PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING FROM, CONNECTED WITH OR RELATING TO YOUR USE OF THE WEB SITE (INCLUDING WITHOUT LIMITATION YOUR SUBMISSION OR POSTING OF MATERIALS TO THE WEB SITE) OR ANY NEGLIGENCE, MISCONDUCT, OR BREACH OF THIS AGREEMENT BY YOU OR ANY PERSON FOR WHOM YOUR ARE RESPONSIBLE. IN THIS AGREEMENT, “CLAIMS” MEANS THIRD PARTY CLAIMS, COUNTERCLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, DAMAGES, LEGAL FEES, COSTS, EXPENSES, AND DISBURSEMENTS, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND COURT COSTS, OF ANY NATURE OR KIND, WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHETHER IN LAW OR IN EQUITY OR PURSUANT TO CONTRACT OR STATUTE; AND “PROCEEDINGS” MEANS THIRD PARTY ACTIONS, SUITS, PROCEEDINGS, AND HEARINGS OF ANY NATURE AND KIND IN ANY COURT OF LAW OR EQUITY OR BEFORE ANY ARBITRATOR OR OTHER BODY, BOARD OR TRIBUNAL.

The exclusion of certain warranties and the exclusion or limitation of certain liabilities is prohibited by law in some jurisdictions. Such limitations may apply to you.

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Links to Third-Party Web Sites
The Web Site contains links to other sites operated by third-parties, including but not limited to third-party sites that display the Marks ("Third-Party Site(s)"). These links are available for your convenience and are intended only to enable access to these Third-Party Sites and for no other purpose.

Nexus Systems does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability or any other representation about any Third-Party Site or its content. A link to a Third-Party Site on the Web Site does not constitute sponsorship, endorsement, approval, representation, warranty or responsibility for any Third-Party Site, or the products or services offered through any Third Party Site.

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Personal Information Protection
Nexus Systems collects, uses, and discloses your personal information in accordance with its Privacy Policy, which is available here. Nexus Systems may change the Privacy Policy from time to time in its sole discretion. By accepting this Agreement, and each time you use the Web Site, you consent to Nexus Systems’ collection, use and disclosure of your personal information in accordance with the Privacy Policy as it then exists without any further notice or any liability to you or any other person.

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Applicable Law
The Web Site is controlled by Nexus Systems from Toronto, Ontario. This Agreement, your use of the Web Site, and all related matters are governed solely by the laws of the Ontario, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws, or in Québec, subject to applicable laws.

Any dispute between Nexus Systems and you or any other person arising from, connected with or relating to the Web Site, this Agreement or any related matters must be resolved before the Courts of Ontario sitting in the City of Toronto, Ontario, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter.

Any claim or cause of action you may have arising from, connected with, or relating to your use of the Web Site, this Agreement, or any related matters must be commenced in a court of competent jurisdiction in the City of Toronto, Ontario, Canada within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statute or law to the contrary, or in Québec, subject to applicable laws.

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