These Terms and Conditions of Use apply to your access to, and use of the website for the Experimental Development Services division of Rhodium Business Services Ltd. ('RBS') located at www.ed-bc.ca ('Website').

By using any information in the Website in any manner, you agree on your own behalf and on behalf of any entity on whose behalf you may act, to accept and abide by these Terms and Conditions of Use for each use and each visit of this Website. If you do not agree to all of these Terms and Conditions of Use, please do not use the Website. Feel free to contact RBS to discuss any concerns.

There are 13 Terms and Conditions of Use:

1.   Restrictions
2.   Enforcement
3.   Proprietary Rights
4.   Trademarks
5.   Links and Third-Party Content
6.   Disclaimers
7.   Limitation of Liability
8.   Indemnity
9.   Choice of Law and Jurisdiction
10. Arbitration
11. General
12. Changes to Terms and Conditions of Use
13. Changes to the Website

You agree that your use of the Website and the information contained within it ('Contents') will not involve:

• Using the Website for unlawful purposes.
• Selling, reproducing or accessing the Contents, whether directly or by use of any programming device, for any public or commercial purpose, other than your personal use.
• Modifying, adapting, translating, selling, reverse engineering, decompiling or disassembling any portion of the Website, including printing or copying any of the HTML or other computer programs that are accessible at the Website.
• Using the Website in any manner that could damage, disable, overburden or impair it.
• Interfering with the security of the Website or any services, system resources, accounts, servers or networks connected to or accessible through the Website.
• Disrupting or interfering with any other person's use of the Website.
• Uploading, posting or otherwise transmitting on the Website anything that would negatively affect the functioning of the Website, including, without limitation, computer viruses, Trojan horses, worms or other harmful, disruptive or destructive files or computer programs or anything that may impose an unreasonable or disproportionately large load on the Website's infrastructure.
• Attempting to obtain unauthorized access to this Website or portions of this Website that are restricted from general access.
• Framing or mirroring any part of the Website, or using any RBS trademark, logo or other proprietary information, or using any meta tags or any other 'hidden text' utilizing an RBS name, trademark, or product name.

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RBS has the right, but not the obligation, to monitor and investigate occurrences which may involve violations of these Terms and Conditions of Use, and RBS may involve, and cooperate with, law enforcement authorities in investigating and prosecuting users who are suspected of being involved in such violations. RBS reserves the right at all times (but has no obligation) to remove, screen or edit any information that violates these Terms and Conditions of Use or is otherwise objectionable. In the event of violations of these Terms and Conditions of Use, RBS may take any action that it deems appropriate.

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The Website, including all pages and all code related to thereto, is the property of RBS. RBS does not grant any express or implied right or license to you of any intellectual property right, including any patent, trademark, copyright, trade secret, or confidential information, of RBS.

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All trademarks, service marks, trade dress, logos and trade names used and displayed on this Website are either owned by RBS and/or by the universities and/or businesses or other entities with which they are associated, and may not be copied, imitated or used, in whole or in part, without the prior written permission of RBS or such universities, businesses or other entities as appropriate. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of RBS, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of RBS.

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The Website contains links to third-party websites. These linked websites are not under the control of RBS. These links are provided only as a convenience to you and not as an endorsement by RBS of the contents of such third-party websites. RBS does not make any representations, warranties or conditions regarding the accuracy of materials on such third-party websites, the information appearing thereon or any of the products or services described. Links do not imply that RBS sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked website is authorized to use any trademark, trade name, logo or copyright symbol of RBS. If you access third-party websites you do so at your own risk and it is your responsibility, not the responsibility of RBS, to take any and all appropriate protective measures before linking to these third-party websites, including without limitation to guard against viruses and other destructive elements. RBS is not responsible for the contents of any page linked to the Website or any other page not under its control.

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You acknowledge and agree that any use of or reliance on the Website shall be at your sole risk. RBS makes no representation, warranty or condition of any kind regarding the Website. RBS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. RBS DOES NOT WARRANT THAT THE WEBSITE WILL CONTINUE TO OPERATE, OPERATE WITHOUT INTERRUPTIONS OR THAT IT WILL BE ERROR-FREE.

Not limiting the generality of the foregoing, the information provided on this Website is for general informational purposes only. RBS does not warrant or guarantee the truth, accuracy or completeness of this information. No lawyer-client, advisory, fiduciary or other relationship is created by accessing or otherwise using this Website. No one should act, or refrain from acting, based solely upon this or other general information without first seeking appropriate legal or other professional advice.

RBS assumes no responsibility, and shall not be liable for any damages to, or viruses or other harmful components that may infect, your computer equipment or other property on account of your access to, use of, or browsing in this Website or your downloading of any materials, including, data, text, and images from this Website.

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YOU AGREE THAT RBS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION (i) DIRECT DAMAGES, (ii) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS, LOSS OF REVENUE, AND (iii) PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE WEBSITE AND CONTENT PROVIDED OR ANY LINKED WEBWEBSITE OF A THIRD PARTY, EVEN IF RBS, OR SUCH A THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. In any event, you agree that RBS's maximum aggregate liability for damages arising out of or related to this Agreement shall be limited to $100.

The limitations of liability and disclaimers in these Terms and Conditions of Use apply regardless of the form of action, whether for breach of or repudiation of contract, warranty, strict liability, negligence or other tort, or any other legal or equitable theory, and shall survive a fundamental breach or breaches, or the failure of the essential purpose of contract or the failure of an exclusive remedy.

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You agree to defend, indemnify and hold harmless each of RBS, its affiliates, each of their officers, directors, employees and agents, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Website or your breach of these Terms and Conditions of Use.

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This Website is controlled, operated and administered by RBS from its offices within British Columbia, Canada. RBS makes no representation, warranty or condition that this Website or its Contents are appropriate or available for use at any locations outside Canada. If you access this Website from outside Canada, you are responsible for compliance with all local law. These Terms and Conditions of Use shall be interpreted, construed and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to conflict of laws principles. The International Sale of Goods Act of British Columbia and the United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to these Terms and Conditions of Use or to the transactions contemplated by these Terms and Conditions of Use or otherwise to create any rights or to impose any duties or obligations related to these Terms and Conditions of Use.

Except in respect of any matter relating to the enforcement of intellectual property rights and protection of confidential information and subject to Section 13, the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts of British Columbia and all appellate courts therefrom with respect to any legal action or proceeding which may be brought at any time relating in any way to these Terms and Conditions of Use.

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All disputes arising out of or in connection with these Terms and Conditions of Use, or in respect of any defined legal relationship associated therewith or derived therefrom, which cannot be amicably resolved, even if only one of the parties declares that there is a difference, will be referred to and finally settled by private and confidential binding arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority shall be the British Columbia International Commercial Arbitration Centre. The language of the arbitration shall be English. The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its rules. The place of arbitration shall be Vancouver, British Columbia, Canada. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party.

Notwithstanding the foregoing, each party may pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through any court having jurisdiction.

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(a) Except as expressly provided in additional Terms and Conditions of Use for areas of the Website, a particular legal notice, or an additional Agreement, these Terms and Conditions of Use constitute the entire agreement between RBS and you with respect to the subject matter hereof.

(b) Any cause of action you may have with respect to your use of this Website or which is the subject of these Terms and Conditions of Use must be commenced within one (1) year after the claim or cause of action arises.

(c) If for any reason a court of competent jurisdiction or arbitrator finds any provision of these Terms and Conditions of Use or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions of Use, and the remainder of these Terms and Conditions of Use shall continue in full force and effect.

(d) The relationship of the parties is solely that of independent contractors and neither party shall have any authority to act for or bind the other party.

(e) The waiver of any breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default.

(f) No changes to these Terms and Conditions of Use shall be made except by a revised posting at the Website.

(g) The headings and captions of sections and paragraphs contained in these Terms and Conditions of Use are all inserted for convenience of reference only and are not to be considered when interpreting these Terms and Conditions of Use.

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RBS has the right, in its sole discretion, to change any part of these Terms and Conditions of Use at any time. Changes will be effective when a notice of such change is posted at this Website. Please check these Terms and Conditions of Use for updates by checking the 'Date of Last Update' at the top of this page. If any change is not acceptable to you, you must discontinue your use of this Website immediately. Feel free to contact RBS to discuss your concerns. Your continued use of this Website after any such changes are posted will constitute acceptance of those changes.

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RBS may change any part of the Website without notice or liability for any reason whatsoever. RBS has the right, in its sole discretion, but not the duty, to correct any errors or omissions in any portion of the Website at any time without notice.

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