Terms of Use / End User Agreement

Jumptools®

Last updated: July 1, 2011

Alaia Technologies Inc. is pleased to provide the Jumptools® services to you subject to the terms and conditions of this agreement (including its schedules) (“Agreement”). As a condition of using the Services, you agree to and must comply with these terms and conditions. “You” and “your” means you and every person who uses the Services through your computer(s). Your use of the Services means you agree to these terms and conditions. If you do not agree to these terms and conditions, your sole and exclusive remedy is to discontinue your use of the Services.

1. Description of Services

Jumptools® provides a suite of marketing, promotion, business planning and customer relationship management software tools, including Web Site Hosting services. Services you subscribe for are collectively referred to as the "Services". For a detailed description, please visit http://www.jumptools.com.

Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new technologies, shall be subject to the “Agreement”.

2. Agreement to Pay.

In exchange for access to your Jumptools® account, you agree to pay Jumptools® the applicable monthly Services fees, any applicable Domain Setup Fee and any other fees identified to you upon placing your order for the Services, together with all taxes. If you exceed website space and/or traffic limits established by Jumptools® from time to time, you may also be required to pay us an additional fee, per occurrence. Jumptools® may change the fees from time to time. You authorize Jumptools® to charge your credit card (if you have provided this information) or use another authorized payment method to collect amounts due. You will promptly notify Jumptools® of any changes to your credit card account, billing address or any other information that may prevent payment collection.

3. Use of the Service(s).

You must comply with applicable laws and all Jumptools® policies. Without limitation, you may not use the Services to directly or indirectly:

a. invade another person's privacy or collect or store personal data about other users; "stalk" or otherwise harass another; harm minors; unlawfully use, possess, post, upload, transmit, disseminate or otherwise make available obscene, profane or pornographic material; post, upload, transmit, disseminate or otherwise make available content that is unlawful, threatening, abusive, libelous, slanderous, defamatory or otherwise offensive or objectionable; unlawfully promote or incite hatred; or post, upload, transmit, disseminate or otherwise make available objectionable information, including without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any municipal, provincial, federal or international law, order or regulation;

b. post or send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise, or engage in "scamming", "spoofing", "spamming" or any other objectionable or illegal e-mail activities;

c. upload, post, publish, deface, modify, transmit, reproduce, distribute in any way or otherwise make available information, software or other material protected by copyright, or other proprietary or contractual right (such as a nondisclosure agreement), or related derivative works, without obtaining permission of the copyright owner or rightholder;

d. alter, modify or tamper with the Services;

e. restrict, inhibit or interfere with the ability of any person to use or enjoy the Internet, the Services, or create an unusually large burden on our networks, including without limitation, posting, uploading, transmitting or otherwise making available information or software containing a virus, lock, key, bomb, worm, trojan horse or other harmful, limiting, destructive or debilitating feature; distributing mass or unsolicited e-mail ("spam"); or otherwise generating levels of traffic sufficient to impede others' ability to send or retrieve information;

f. disrupt any backbone network nodes or network service, or otherwise restrict, inhibit, disrupt, or impede our ability to monitor or deliver the Services;

g. resell or use the Services for anything other than your own purposes. Without limitation, you may not use the Services to provide Internet access or any other feature of the Services to any third party;

h. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services; or

The Services may immediately be suspended or this Agreement and the Services terminated, without notice to you or refund, if you engage in one or more of these prohibited activities or otherwise breach this Agreement. Without limitation, we may block specific ports or immediately shut down any server if you engage in one or more of the prohibited activities set out in Subsections (g) and (k) above. Additionally, you may be charged for any costs related to your breach of this Agreement.

4. Multiple Users.

You agree to cause all persons who use the Services through your computer to observe and comply with the terms and conditions of this Agreement respecting such use. You further agree that you are solely responsible and liable for any and all breaches of the terms and conditions of this Agreement, whether such breach is the result of use of the Services by you or by any other user using your computer, whether or not authorized by you.

5. Your Responsibility for Security.

You are solely responsible for taking necessary precautions to protect yourself and your equipment, software, files and data against any risks inherent in the use of the Internet. We are not liable for any claims, losses, actions, damages, suits or proceedings relating to your failure to take appropriate security measures when using the Services.

6. Our Rights.

a. Services-related Information.We may send you Services-related information by e-mail and your continued use of the Services means you agree to it.

b. General Practices and Limits of Use. From time to time, Jumptools® may establish general practices and limits concerning use of the Services, and may make modifications or updates to the Services or to your equipment or software. Your continued use of the Services means you agree to them.

7.Customer Information.

a. Credit Inquiries. You authorize Jumptools® to request and obtain credit history information from others. You authorize Jumptools® to disclose credit history information regarding you and your Jumptools® account to others. Pending approval of your credit, Jumptools® may require you to provide a security deposit.

b. Disclosure for Promotional and Other Purposes. Your account information may, from time to time, be disclosed to other members of the Jumptools® organization and to its agents and authorized dealers in order to service your account, respond to your questions and promote additional products and services offered by Jumptools® that may interest you. If you do not wish to receive offers or information from related Jumptools® companies, please contact Jumptools® at privacy@jumptools.com.

c. Privacy Policies. Information about you is subject to the respective privacy policies of Jumptools®. For more information, see the privacy policies.

8. Termination

a. Termination Rights. You may terminate this Agreement at any time by providing us with no less than 24 hours written notice. You may terminate one or more services you have subscribed for at any time by providing us with no less than 5 business days written notice. If you breach any term or condition of this Agreement, this Agreement and the Services may be terminated immediately without notice to you. Otherwise, this Agreement may be terminated upon 30 days written notice to you. You are entitled to a full refund of all Subscription Fees paid if termination is initiated by you within the first 60 days of initial Service use.

9. Services Provided “As Is”

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. WITHOUT LIMITATION, JUMPTOOLS® DOES NOT WARRANT THE PERFORMANCE, AVAILABILITY, UNINTERRUPTED USE OF THE SERVICES (INCLUDING THE WEB HOSTING SERVICES AND DOMAIN NAME SERVICES). YOU BEAR THE ENTIRE RISK AS TO USE OF THE SERVICES AND THE AVAILABILITY, ACCURACY, RELIABILITY, TIMELINESS, QUALITY AND PERFORMANCE OF THE SERVICES AND THE RESULTS OBTAINED FROM USE OF THE SERVICES. WE DO NOT WARRANT THAT ANY DATA OR FILES SENT BY OR TO YOU (WHETHER BY E-MAIL OR OTHERWISE) WILL BE TRANSMITTED, TRANSMITTED IN UNCORRUPTED FORM, OR TRANSMITTED WITHIN A REASONABLE PERIOD OF TIME. WE DO NOT MAKE EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS (INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICES, OR ANY MERCHANDISE, INFORMATION OR SERVICE AVAILABLE THROUGH THE SERVICES. ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, ARE EXCLUDED TO THE EXTENT PERMITTED BY APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM JUMPTOOLS® OR FROM THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

10. Indemnification.

You will indemnify and hold harmless Jumptools® and each of our affiliates, licensors, suppliers and agents (and their respective employees, officers, directors and representatives) from and against any claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable legal fees and other litigation expenses) incurred by Jumptools® or each of our affiliates, licensors, suppliers or agents relating to: (a) your breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (b) your use of or inability to use the Services (including the Web Hosting Services and Domain Name Services); (c) any content created, output, displayed, posted or distributed by you using the Services; or (d) your violation, alleged violation or misappropriation of any intellectual property right or non-proprietary right of a third party.

11. Limitation of Liability.

Jumptools® is not involved in the actual creation of any marketing Collateral, and, as a result, Jumptools® has no control over the quality, safety, or legality of the Collateral or the truth or accuracy of the Collateral. You agree that you are solely responsible for the form, content and accuracy of any Collateral created by you and that you have final accountability for accurate proofreading of generated Collateral files prior to having them printed.

Jumptools® does not control the content of any Collateral and disclaims any obligation to monitor such content. Therefore, all such content is the responsibility of the User, not Jumptools.

Except as provided for in Section 12, Jumptools® will not be liable to you or to any third party for:

a. any direct, indirect, incidental, special, punitive or consequential losses or damages, including: loss of profits; loss of earnings; loss, theft, destruction, interception, misdelivery or alteration of data or other information; loss of business opportunities; property damage; personal injuries (including death); or any other foreseeable or unforeseeable loss resulting directly or indirectly out of this Agreement, the Services, any equipment or software, or any oral or written statements, advertisements or promotions relating to this Agreement or to the Services, even if Jumptools® was advised of the possibility of damages or was negligent; and

b. any losses, claims, damages, expenses, liabilities or costs (including legal fees and court costs) resulting directly or indirectly out of any claim that the use or intended use of the Services, any equipment or software infringes the copyright, patent, trademark, trade secret, confidentiality, privacy, or other industrial or intellectual property rights or contractual rights of any third party.

These limits apply to any act or omission of Jumptools®, its officers, employees, affiliates, agents or suppliers, whether or not the acts or omissions would otherwise give rise to claims or causes of action in contract, tort, pursuant to statute or pursuant to any other doctrine of law.

12. Arbitration.

Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) this Agreement; (b) the Services; (c) oral or written statements, advertisements or promotions relating to this Agreement or to the Services; or (d) the relationships that result from this Agreement (including relationships with third parties who are not signatories to this Agreement) (collectively the "Claim"), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). You waive any right you may have to commence or participate in any class action against Jumptools® related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Jumptools®.

If you have a Claim you should give written notice to arbitrate at the address specified in Section 13. If Jumptools® has a Claim they will give you notice to arbitrate at your billing address. Arbitration of Claims will be conducted in such forum and pursuant to such rules as mutually agreed, and failing agreement will be conducted by one arbitrator pursuant to the laws and rules relating to commercial arbitration in the province of Ontario that are in effect on the date of the notice to arbitrate.

13. Contact Address.

To contact Jumptools®, call 1-416-645-0636, send an e-mail to customerservice@jumptools.com or send written notice to Manager, Customer Care, Jumptools Inc., 171 East Liberty Street, Suite 250, Toronto, Ontario, M6K 3P6.

14. Amendment.

We may modify this Agreement without your consent. We will notify you of modifications by posting change notices on http://www.jumptools.com, or by sending notice via e-mail or postal mail. You can review the most current version of this Agreement at http://www.jumptools.com. Your continued use of the Services means you agree to the amendments. If you do not agree to any modification of this Agreement, you must immediately stop using the Services and notify us you are terminating this Agreement.

15. Governing Law.

This Agreement is governed exclusively by the laws of the province of Ontario.

16. Trademark Information.

Jumptools® is a registered trademark of Alaia Technologies Inc.. Without the express prior permission of Jumptools Inc. and/or Alaia Technologies Inc., you agree not to display or use in any manner any of the foregoing trademarks or any other trademarks of Alaia. All other brand names may be trademarks or registered trademarks of their respective owners.

17. General.

This Agreement (including its schedules), any end user license agreements for software we provide that forms part of the Services, any completed and signed Pre-Authorized Payment form, invoice terms and any additional terms, all as amended from time to time, constitute the entire agreement and supersede all prior agreements, written or oral. If any portion of this Agreement is unenforceable, the remaining provisions continue in full force. Our failure to enforce strict performance of any provision of this Agreement does not mean we have waived any provision or right. Neither the course of conduct between us nor trade practice modifies any provision of this Agreement. You may not assign or transfer this Agreement. This Agreement enures to the benefit of and is binding on you and us and our respective successors and assigns. The provisions of the foregoing Sections survive termination or expiration of this Agreement.

SCHEDULE “A”

WEB HOSTING TERMS OF SERVICE

As a condition of using the Web Hosting Services, you must comply with the following terms of service:

1. You agree that your use of the Web Hosting Services will not exceed the space and traffic limits for the applicable subscription package you have selected. For greater certainty, website traffic includes all incoming traffic to your website. If you exceed these limits, Jumptools® may, in its sole discretion, assess you with additional charges, suspend some or all of the Services (including without limitation, the Web Hosting Services) or terminate the Agreement.

2. You represent, warrant and covenant that: (i) you have acquired or will acquire all authorization(s) necessary for hypertext links to third party websites or other content accessible from your website; (ii) you have verified or will verify the accuracy of materials distributed or made available for distribution via your website, including without limitation, the content, descriptive claims, warranties, guarantees, nature of business and address where business is conducted; (iii) the content you display on your website is suitable for publication, is not libelous or defamatory, does not breach intellectual property rights (including without limitation, copyright of any third party) and complies with all laws, regulations, court orders and other legal requirements; and (iv) you have not and will not use, display or otherwise incorporate as part of your website or any domain name used in association therewith (including without limitation, as a metatag) any trademark, trade name, individual's name or other content in which a third party owns intellectual property, personality or privacy rights without the permission of such third party or with the intention of diverting or attracting users searching for or attempting to reach another website.

3. All materials, including, but not limited to, any computer software (in object and source code form), data or information developed or provided by Jumptools® or by its affiliates, licensors, suppliers or agents and any know-how, methodologies, equipment or processes used by Jumptools® to provide the Web Hosting Services to you, including without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein shall remain the sole and exclusive property of Jumptools® or its affiliates, licensors, suppliers or agents, as applicable. No express or implied license is granted by Jumptools® to you for such materials or intellectual property.

4. Jumptools® reserves the right, in its sole discretion, to suspend or terminate your web hosting account immediately upon notice to you if: (i) Jumptools® determines that you are adversely affecting server performance or the integrity of the network; (ii) your domain name registration is revoked or placed on "hold" or assigned to a third party; or (iii) Jumptools® becomes aware of any complaints, conflicting claims or court orders regarding your domain name.

5. The provisions of this Schedule "A" will survive termination or expiration of the Agreement.

SCHEDULE “B”

DOMAIN NAME TERMS OF SERVICE

As a condition of using the Domain Name Services, you must comply with the following terms of service:

1. Jumptools® is not a domain name registry. You agree that you are responsible for all applicable registration fees charged by any DNS registration authority for these services. You further agree that the inability to use a domain name shall not entitle you to a refund by Jumptools® of any fee paid with respect to such unusable domain name.

2. You represent, warrant and covenant that: (i) any domain name requested or used by you will not interfere with the rights of, or infringe upon any trademark, trade name, copyright, personality right, privacy right or other right of a third party; (ii) all statements made on your domain name application are true and correct; and (iii) you have a legitimate business purpose for registering and using the domain name and you will not use the domain name in bad faith.

3. Jumptools® reserves the right to terminate the provisioning of the Domain Name Services immediately upon written notice to you if: (i) your domain name registration is revoked or placed on "hold" or assigned to a third party; or (ii) Jumptools® becomes aware of any complaints, conflicting claims or court orders regarding your domain name.

4. Webnames.ca is the Registrar of Record for all domain names provisioned through Jumptools®. You agree to be bound by the webnames.ca terms of service (http://www.webnames.ca/terms.asp?nb=1) for all Domain registrations performed through Jumptools®.

5. You agree to be bound by the terms of the Internet Corporation for Assigned Names and Numbers (ICANN) and the Canadian Internet Registration Authority's (CIRA) then current domain name policies, as applicable, and/or the policies of any DNS registration authority to which you become subject upon registration of your domain name.