Terms of Use

BY LOGGING INTO, AND MAKING USE OF, THE TACTIC™ SUPPORT COMMUNITY WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF USE (the “Terms of Use”) BELOW AND AGREE TO BE BOUND BY SUCH TERMS OF USE.

Please read the following carefully.

Welcome to the TACTIC™ Support Community website (the “Site”), which is owned and operated by Southpaw Technology Inc. (“Southpaw”, “We”, “Our”, “Us”). We are pleased that you (“You” or “Your”) wish to learn more about our products and services and to participate in our TACTIC™ discussion forums (the “Forums”). Any person who wants to use the Site must accept these terms and conditions of use (“Terms of Use”) without change. Please read them carefully. BY CONTINUING TO USE THIS SITE AND PARTICIPATING IN THE FORUMS, YOU AGREE TO BE BOUND BY THESE TERMS OF USE, AND ALL RELATED POLICIES AND GUIDELINES OF THE SITE, IF ANY, AS INDICATED IN THESE TERMS OF USE ARE INCORPORATED BY REFERENCE.

Southpaw reserves the right to change any of these Terms of Use or any other policies or guidelines governing the Site or the Forums, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. Your use of the Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. YOUR CONTINUED USE OF THIS SITE AND PARTICIPATION IN THE FORUMS FOLLOWING SOUTHPAW’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS OF USE, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SITE AND FROM PARTICIPATING IN THE FORUMS.

A. GENERAL

1. YOUR USE OF THE SITE

(a) The Site contains text, graphics, logos, icons, and other materials (“Site Content”) furnished by Southpaw. The Site Content is protected under copyright, trade-mark, and other intellectual property laws of Canada and other nations. All Site Content, including the collection, arrangement, and assembly of such content, is the exclusive property of Southpaw and its licensors. You may not sell, reproduce, distribute, modify, display, prepare derivative works based on, re-post or otherwise use any of the Site Content in any way for any public or commercial purpose without the prior written consent of Southpaw.

(b) Permission is granted to download and make one printed copy of the Site Content for your own private, non-commercial use only, without alterations, so long as the following copyright notice is included: “© Southpaw Technology, 2009”. You acknowledge and hereby agree that You do not acquire any ownership rights by downloading Site Content from the Site.

(c) 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, except in connection with the rights granted to You in Section 1(b) above. “TACTIC” and the “TACTIC” logo are trade-marks of Southpaw. Any and all other trade-marks contained in the Site belong to their respective owners.

2. COPYRIGHT AND USE OF THE SITE AND THE FORUMS

(a) You understand and agree that the Site and the Forums are provided “AS-IS” and that Southpaw assumes no responsibility for the timeliness, truthfulness, accuracy, reliability or completeness of any information made available to You through the Site or the Forums or for the misdelivery of any information extracted or downloaded by You.

(b) You understand that all information, data, text, software, graphics, messages or other materials (collectively, “Content”), whether publicly posted or privately transmitted in the Forums, is owned by the person or entity from which such Content originated and is subject to the protection of local copyright laws. This means that You, and not Southpaw, are entirely responsible for all Content that You extract or otherwise use via the Forums.

(c) Under Canadian copyright laws, You are generally allowed to copy and use content made available on the Internet in accordance with the principle of “fair dealing” so long as You agree to use such materials for non-commercial research, private study and/or for news reporting and attribute the ownership of the content. Unless otherwise agreed to by Southpaw in a separate agreement with You, You therefore agree to use the Content solely for Your own personal and non-commercial use and agree to mention the source of any of the Content that You obtain via the Site or the Forums. You further agree not to remove any copyright or other proprietary notices contained in or attached to the Content.

(d) However, You understand and agree that You are entirely responsible for ensuring that Your use of the Content is lawful and that Your use of the Content does not violate any copyright laws.

(e) The Internet is a global medium and the Content will be subject to the “fair dealing” doctrine in the area in which You live as well as the area in which the copyright is claimed. Southpaw leaves any verification of your right to use the Content entirely at your discretion and strongly suggests that You verify your right to use the Content as in many jurisdictions copying and use of the Content could constitute copyright infringement.

(f) In the event of any dispute between You and a third party in respect of any alleged copyright infringement arising from Your use of Content via the Site or the Forums (a “Dispute”), you hereby release and agree to hold harmless Southpaw, its directors, officers, shareholders, advisors, agents and employees, from any and all claims, demands and damages (whether actual, consequential, undisclosed, disclosed or otherwise) arising out of or in any way connected with such Disputes.

3. CONDUCT AND USE OF THE FORUMS

(a) You further acknowledge and agree that Southpaw does not control the Content made available to You, including but not limited to Content made available by other users in the Forums and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Site and participating in the Forums, You may be exposed to Content that is offensive, indecent, objectionable, misleading, inaccurate or erroneous. Under no circumstances will Southpaw be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content downloaded, e-mailed or otherwise transmitted to You via the Forums.

(b) You represent and warrant that You will not use the Forums to:

(i) download, post, e-mail or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(ii) harm minors in any way;

(iii) manipulate identifiers in order to disguise the origin of any Content transmitted through the Forums;

(iv) download, post, e-mail or otherwise transmit any Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(v) download, post, e-mail or otherwise transmit any Content that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right, or encourages or enables any other party to do so;

(vi) use any Content downloaded made available through the Forums to post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(vii) upload, post, e-mail or otherwise transmit any material to the Site or the Forums that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment;

(viii) interfere with or disrupt the Site or the Forums or servers or networks connected to the Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, engaging in “denial of service” attacks, “spamming”, “crashing”, or “mail-bombing” the Site or the Forums;

(ix) use the Site or the Forums for any public or commercial purposes, without the express prior written permission of Southpaw;

(x) intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with the Site or the Forums; or

(xi) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or the Forums.

(c) You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

4. YOUR REGISTRATION OBLIGATIONS

You must be at least thirteen years old to use the Site and the Forums. Your use of the Service is a representation to Southpaw that You are at least thirteen years of age.

5. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and use of Content.

6. MODIFICATIONS TO THE SITE AND THE FORUMS

Southpaw reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site or the Forums (or any part thereof) with or without notice. You agree that Southpaw shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Site or the Forums.

7. LINKS

The Site and the Forums may provide, or third parties will provide, links to other websites or resources. These links are provided solely as a convenience to You, and do not imply endorsement by Southpaw of or any affiliation with or endorsement by the owner of the linked site. As Southpaw has no control over such sites and resources, You acknowledge and agree that Southpaw is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Southpaw shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

8. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND YOU EXPRESSLY AGREE THAT:

(A) EVERYTHING ON THE SITE AND IN THE FORUMS, IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.

(B) FOR GREATER CLARITY, SOUTHPAW MAKES NO REPRESENTATIONS, WARRANTIES AND CONDITIONS REGARDING THE SITE CONTENT CONTAINED ON THIS SITE OR THE CONTENT MADE AVAILABLE THROUGH THE FORUMS, AND SPECIFICALLY DISCLAIMS ANY WARRANTY AND CONDITION AS TO THE SUITABILITY, RELIABILITY, TIMELINESS OR ACCURACY OF THE SITE CONTENT OR THE CONTENT MADE AVAILABLE THROUGH THE SITE AND THE FORUMS , RESPECTIVELY, FOR ANY PURPOSE.

(C) SOUTHPAW MAKES NO REPRESENTATIONS, WARRANTIES AND CONDITIONS THAT (I) THE SITE, SITE CONTENT, CONTENT OR THE FORUMS WILL MEET YOUR REQUIREMENTS; (II) ACCESS TO THE SITE OR THE FORUMS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SITE CONTENT, CONTENT OR THE FORUMS WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY SITE CONTENT AND CONTENT OBTAINED BY YOU THROUGH THE SITE OR THE FORUMS, RESPECTIVELY, WILL MEET YOUR EXPECTATIONS; AND (IV) YOUR USE OF THE SITE, SITE CONTENT, CONTENT OR THE FORUMS WILL NOT VIOLATE COPYRIGHT LAWS IN OTHER JURISDICTIONS OR THE RIGHTS OF THIRD PARTIES.

(D) ANY SITE CONTENT AND CONTENT DOWNLOADED, EXTRACTED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE FORUMS, RESPECTIVELY, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH MATERIAL.

(E) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SOUTHPAW OR THROUGH THE SITE OR THE FORUMS SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY MADE HEREIN.

9. LIMITATION OF LIABILITY

(a) You expressly understand and agree that in no event shall Southpaw, its directors, officers, shareholders, employees, agents or advisors be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Southpaw has been advised of the possibility of such damages under contract, warranty, negligence, strict liability or any other theory), resulting from: (i) the use or the inability to use the Site, Site Content or Content or the Forums; (ii) any third party claims that the use by You of the Site or the Forums; or (iii) any other matters relating to the Site, Site Content, Content or the Forums.

(b) You specifically acknowledge that Southpaw is not liable for the defamatory, offensive or illegal conduct of third-parties and that the risk of injury from the foregoing rests entirely with You. Further, Southpaw shall have no liability to You for any Site Content or Content downloaded from the Site or the Forums, respectively. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to You. You agree that the aggregate liability of Southpaw, its directors, officers, shareholders, employees, agents or advisors to You for any and all claims under contract, warranty, negligence, strict liability, or other theory arising from these terms of use or from the use of the Site , Site Content, Content or the Forums is limited to $CDN100.

10. INDEMNITY

You agree to indemnify and hold harmless Southpaw, and its officers, directors, shareholders, employees, agents and advisors from and against any claims, losses, judgments, damages, costs and expenses (including, without limitation, reasonable legal fees and disbursements), incurred by any of the foregoing parties due to or resulting from Your use of the Site, Site Content, Content or the Forums or your violation of these Terms of Use or any breach of any warranty.

11. VIOLATIONS

Please report any violations of the Terms of Use to Southpaw by e-mail to the Southpaw support@southpawtech.com e-mail address.

12. APPLICABLE LAW

These Terms of Use and any action related thereto or related to the Site or the Forums 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. You agree that any action at law or in equity arising out of or relating to these Terms of Use or Your use of the Site or the Forums 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.

13. ENTIRE AGREEMENT

These Terms of Use constitute the entire agreement between You and Southpaw relating to the subject matter hereof 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 this Site.

14. NO AGENCY; THIRD-PARTY BENEFICIARY

Southpaw 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 Southpaw, You, and relying Third Party Providers.

15. ASSIGNMENT

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

16. SEVERABILITY

If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

17. LIMITATION

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Forums or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

18. NO WAIVER

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

19. HEADINGS

The headings used in these Terms of Use are included for convenience only and have no legal or contractual effect.

B. TACTIC™ FORUMS

In addition to the foregoing terms and conditions, the following additional terms and conditions apply to Your use and participation in the Forums.

1. TACTIC™ GENERAL USERS FORUM

A TACTIC™ General Users Forum (“TGUF”) is part of the Site, and the rules relating to the TGUF include, but are not limited to the following terms and conditions:

(a) To participate in the TGUF, You must provide true, accurate and complete registration information. As part of the registration process, You will be asked to select a username and password and you will be responsible for all activities occurring under your username and for keeping your password secure. Your username and password will allow for access to the TGUF only. Southpaw reserves the right to suspend or delete registered users if found to be posting inappropriate material. Additionally Southpaw will monitor who is using the TGUF and reserves the right to suspend or delete users who Southpaw identifies as not appropriate for involvement in the TGUF.

(b) By submitting ideas, suggestions, documents, and/or proposals (“Contribution” or collectively, “Contributions”) to Southpaw through the TGUF, You acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) Southpaw is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) Southpaw shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (iv) Southpaw may have something similar to the Contributions already under consideration or in development; (v) your Contributions automatically become the property of Southpaw without any obligation of Southpaw to you; and (vi) you are not entitled to any compensation or reimbursement of any kind from Southpaw under any circumstances.

(c) You acknowledge that Southpaw does not pre-screen, control, edit or endorse Contributions made available through the TGUF and has no obligation to monitor the Contributions posted via the TGUF. If Southpaw discovers Contributions that do not appear to conform to the Terms of Use, Southpaw may investigate and determine in its sole discretion whether to remove the Contribution. Southpaw will have no liability or responsibility for performance or non-performance of such activities.

(d) On providing reasonable notice to Southpaw, You may: (i) request removal of a Contribution that you have posted yourself; or (ii) prevent archival of your message. Any such notice should be submitted to Southpaw by e-mail to the Southpaw support@southpawtech.com e-mail address. You agree to resolve directly and exclusively with third parties any disputes you may have about Contributions that You or they have posted. In this regard, You understand that Southpaw does not monitor or control the Contributions posted by others, and instead simply provides the TGUF as a means of allowing users to access information that has been made available.

(e) Southpaw reserves the right at any time to modify or discontinue, temporarily or permanently, the TGUF (or any part thereof) with or without notice. You agree that Southpaw will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Any new features that augment or enhance the TGUF shall be subject to these Terms of Use.

2. TACTIC™ INVITATION ONLY FORUM

A TACTIC™ Invitation Only Forum (“TIOF”) is part of the Site, and the rules relating to the TIOF include, but are not limited to, the following terms and conditions:

(a) Southpaw will invite certain persons, in its sole discretion, to participate in the TIOF (an “Invitee” or collectively, the “Invitees”). In order to participate in the TIOF, Invitees must sign a confidentiality agreement with Southpaw (the “Confidentiality Agreement”). Once the Confidentiality Agreement is signed, Southpaw will provide the Invitee with a username and password. The username and password provided to the Invitee will allow the Invitee restricted access to the TIOF only. Invitees will be solely responsible for all activities occurring under the Invitee’s username and for keeping the Invitee’s password secure.

(b) By submitting Contributions to Southpaw through the TIOF, You acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) Southpaw is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) Southpaw shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (iv) Southpaw may have something similar to the Contributions already under consideration or in development; (v) your Contributions automatically become the property of Southpaw without any obligation of Southpaw to you; and (vi) you are not entitled to any compensation or reimbursement of any kind from Southpaw under any circumstances.

(c) Invitees acknowledge that (i) Southpaw may have something similar to the Contributions already under consideration or in development; and (ii) that Invitees Contributions automatically become the property of Southpaw without any obligation of Southpaw to an Invitee; and (iii) Invitees are not entitled to any compensation or reimbursement of any kind from Southpaw under any circumstances, save and except for any terms outlined in the Confidentiality Agreement.

(d) Invitees acknowledge that Southpaw does not pre-screen, control, edit or endorse Contributions made available through the TIOF and has no obligation to monitor the Contributions posted via the TIOF. If Southpaw discovers Contributions that do not appear to conform to the Terms of Use, Southpaw may investigate and determine in its sole discretion whether to remove the Contribution. Southpaw will have no liability or responsibility for performance or non-performance of such activities.

(e) On providing reasonable notice to Southpaw, Invitees may (1) request removal of a Contribution that an Invitee has posted themselves or (2) prevent archival of an Invitee’s message. Invitees agree to resolve directly and exclusively with other Invitees any disputes they may have about Contributions that Invitees have posted. In this regard, Invitees understand that Southpaw does not monitor or control the Contributions posted by Invitees, and instead simply provides the TIOF as a means of allowing Invitees to access information that has been made available.

(f) Southpaw reserves the right at any time to modify or discontinue, temporarily or permanently, the TIOF (or any part thereof) with or without notice. You agree that Southpaw will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

BY LOGGING INTO, AND MAKING USE OF, THE TACTIC SUPPORT COMMUNITY WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE ABOVE TERMS OF USE AND AGREE TO BE BOUND BY SUCH TERMS OF USE.

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