Terms and Conditions of Use

THESE TERMS OF USE ARE APPLICABLE TO ALL USERS OF THE PRAESTO PRESTO ("WEBSITE HOST") WEBSITE.

By accessing and using this website you agree to be bound by the following terms of use. These terms of use may be changed from time to time and the amended terms posted on this page, and your continued access and use of the website will be deemed to be your acceptance of the terms of use as modified.

Your Obligations as a Website User

To access the website, you must submit your user name and password. You must keep your user name and password confidential and secure. You must not share your user name or password with anyone else or permit anyone to access the website using your user name and password. You must immediately advise Website Host if you have any reason to believe that the security or confidentiality of your user name or password has been compromised.

If you are authorized to post documents or information on this website, you agree that you will not post any: (a) that you are not authorized to post; (b) that you are aware would violate any intellectual property or privacy right, or which you know to be abusive, obscene, pornographic, libellous, defamatory or intentionally false and misleading; or (c) that you know contain computer viruses or programming routines intended to damage, disable, surreptitiously intercept or expropriate any system, data or personal information.

Documents may only be posted in file formats supported by the website. All documents posted shall be clear and legible and confirmed as virus-free by a reputable virus screening application. You agree (i) to cooperate with Website Host in correcting any problems associated with documents posted to a website by you or on your behalf; (ii) to retain as a back-up copies of the documents posted by you or on your behalf; (iii) to report promptly to Website Host any problems or errors that you observe with respect to documents or information posted to the website; and (iv) to notify Website Host, promptly by telephone and in writing (which includes e-mail if receipt is acknowledged by Website Host), of all court orders restricting the use, distribution or disposition of any documents or information posted to the website by you or on your behalf.

Confidentiality

You acknowledge that the documents and information available on the website, and the Platform created by Kerby-Reid to provide the website, are proprietary, confidential and may include personal information. You will respect the confidentiality thereof and will strictly comply with all applicable privacy laws. You acknowledge that the Internet is an open system and that neither Kerby-Reid nor Website Host can guarantee that unauthorized third parties will not access the website and the documents on it, although certain reasonable steps have been taken to prevent such unauthorized access. As between you and Kerby-Reid, Kerby-Reid owns and will own all intellectual property rights in its own Platform, including the websites you access in order to use the Kerby-Reid Platform and each Broker Portal, including the look and feel of the Platform and Broker Portal, the database designs, the architecture of all information Platform and any elements of such Platform that are intrinsic to such Platform.

Restrictions on Use

You acknowledge that you do not have the right to reverse engineer, disassemble, decompile, unlock, recreate, copy, license, sublicense, create derivative software from, sell, rent, lease, loan, distribute, transfer or otherwise deal with any of Kerby-Reid’s Platform. You promise not to assist any third party to do any of the foregoing.

Injunctive Relief

You, agree that: (a) the restrictions set forth in these terms of use are reasonable in the circumstances and all defences to the strict enforcement thereof by each of us are waived; (b) a violation of these terms of use will result in immediate and irreparable harm and damage; and (c) in the event of any violation of any provision of these terms of use, the party suffering damage shall be entitled to apply for equitable relief by way of temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper.

Disclaimer

WEBSITE HOST AND KERBY-REID MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE OF THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE WEBSITE OR ANY MATERIALS THEREON. WEBSITE HOST AND KERBY-REID DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL SOFTWARE OR COMPONENTS. THE WEBSITE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability and Damages

NEITHER WEBSITE HOST NOR KERBY-REID NOR ANY OF ITS PARTNERS, ASSOCIATES, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY OTHER WEBSITE USER OR ANY THIRD PARTY FOR DIRECT OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR OTHER ECONOMIC LOSS, OR FOR ANY EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THE POSTING OR NON-POSTING OF DOCUMENTS AND INFORMATION, THE DESIGN, FUNCTIONALITY OR USE OF THE WEBSITE OR INABILITY TO GAIN ACCESS TO OR USE THE WEBSITE OR ANY PART THEREOF OR TO ANY DOCUMENTS AND INFORMATION, OR OUT OF ANY BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED.

Rights of Termination

Website Host or Kerby-Reid may terminate your rights of access to the website(s) immediately if you breach any of these terms of use or are suspected of any breach. Kerby-Reid may inform you of termination by sending a notice of termination to Website Host. In no event will your right to access the website extend beyond the term allocated therefore, as determined by Website Host in its sole discretion.

Governing Law

These terms of use shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding their rules governing conflicts of laws. The courts situate in the City of Toronto shall have exclusive jurisdiction over all disputes. The parties agree that jurisdiction and venue in such courts is appropriate and irrevocably attorns to the jurisdiction of such courts.