actionext TERMS OF USE

These Terms of Use govern your access to and use of Actionext's web site located at www.actionext.com (the "Site"), and any information, text, graphics, or other materials, appearing on the Site (the "Content"), and any services provided through the Site (the "Services"). The Site is maintained and operated by Actionext Web Works, Inc., a British Columbia corporation (referred to herein as "Actionext", or "we", "our" or "us"). The terms "you" or "your" refer to the person or entity using the Services, Sites, or Content ("User").

1. Acceptance.

BEFORE USING THE SERVICES, SITE, AND/OR CONTENT PLEASE READ CAREFULLY THESE TERMS OF USE. YOUR ACCESS TO AND USE OF THE SITE, CONTENT, AND SERVICES ARE EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS OF USE. BY ACCESSING, BROWSING AND/OR USING THE SITE, CONTENT OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, THESE TERMS OF USE, INCLUDING ANY FUTURE MODIFICATIONS THERETO. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THE SITE, CONTENT OR SERVICES.

2. Modification of the Terms of Use.

We reserve the right, at our sole discretion, to change, modify, add, or remove portions of these Terms of Use at any time by posting such changes on the Site. Please check these Terms of Use periodically for changes. Your continued use of the Site, Services or Content after the effective date of changes constitutes your binding acceptance of such changes.

3. Account Information.

In order to use certain aspects of the Sites or the Services, you will have to register and create an account and obtain a password. You may never use another individual's account or password without permission, and you may only register, obtain a password or create an account for yourself or for another user only as long as you have such user's permission. When obtaining a password or creating your personal account for the Site, you will need to provide current and complete information. You agree that any information provided by you to us or our affiliates and suppliers will not violate any law or regulation or infringe the rights of any third party. You acknowledge and agree that Actionext may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Actionext, its users, suppliers, or the public.

4. Rules for Children

No part of the Site or the Services is directed to children or individuals under fourteen (14) years of age. By using the Sites or the Services or otherwise agreeing to these Terms of Use, you represent that you are at least fourteen (14) years old. While Actionext has no reliable way of verifying User's age, if we discover through reliable means that you are under the age of fourteen (14) , Actionext will cancel your account.

5. Privacy Policy.

Actionext's Privacy Policy at http://www.actionext.com/privacy_policy.html is hereby incorporated into these Terms of Use by reference. Please read the Privacy Policy carefully for terms and provisions relating to the collection, use, and disclosure of your personal information. Actionext's privacy policy applies to the use of the Sites, the Services, and any data collected when you register with us, or use the Services, the Site or the Content.

6. Messages.

Provided you comply with all applicable terms and conditions of use, you are welcome to post, transmit or submit messages through instant messengers, e-mail accounts, bulletin boards, chat rooms or other areas within, or in connection with, the Services available to you through the Site (collectively "Messages"). By posting, transmitting or submitting Messages you automatically grant to Actionext an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, publicly perform, publicly display and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing. You remain solely responsible for the Messages or any other materials that you post or cause to be displayed through any part of the Site and that you transmit in any of your communications that use the Site and the Services provided hereunder. Actionext accepts no responsibility whatsoever in connection with or arising from such Messages. Actionext does not endorse and has no control over the content of Messages submitted. Messages are not reviewed by Actionext prior to posting and/or sending and do not necessarily reflect the opinions or policies of Actionext. Actionext makes no warranties, express or implied, as to the content of Messages and the Content or the accuracy and reliability of any Messages or the Content submitted or posted by Users. Nonetheless, Actionext reserves the right to prevent you from submitting Messages or any other content or materials through the Site and to edit, restrict or remove such Messages or other content for any reason at any time.

7. Confidential Information

Messages or any other content or materials that you submit to Actionext or upload, post, cause to be displayed or performed, transmit or otherwise make available using the Site or the Services will NOT be deemed confidential or secret information.

8. Violations and Termination.

Users may not use the Site or the Services to do any of the following: (i) perform any activities that violate any applicable state, local, federal, or international laws or regulations promulgated by governmental agencies that have the force of law; (ii) impersonate any person or entity or misrepresent in any way your affiliation with a person or entity; (iii) transmit unsolicited mass mailings or "spam"; (iv) harass or advocate harassment of another person or entity; or (v) use any robot, spider, or another site search application or other device to retrieve or index any portions of the Site.

If you violate any provision of these Terms of Use, your permission to use the Sites, the Content, and/or the Services will automatically terminate. Actionext reserves the right to (i) revoke your access to and use of the Sites, the Content and the Services at any time, with or without cause and without liability to you; (ii) cease providing or to change the Sites, the Content, and the Services, or any part thereof, at any time and without notice or liability to you; (iii) inform law enforcement of any illegal activity Actionext discovers or suspects relating to the Site, the Services and the Content, and provide law enforcement officials with all requested information about the Users from which the illegal activity or material originated. You agree that any termination of your access to the Sites, the Content or the Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Actionext shall not be liable to you or any third-party for any such termination.

9. Use of the Site.

Your access to and use of the Site, the Content, and the Services is at your own risk. Actionext will have no responsibility for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site, the Content, or the Services.

You hereby agree and acknowledge that Actionext may, in its sole and absolute discretion, establish rules and procedures setting limits on the use of the Site, the Content and the Services, including, without limitation, the following:

• Actionext may limit the maximum number of messages that may be sent from or received by an account used through the Services, as well as the maximum size of such messages and the disc space that will be allotted on Actionext servers on your behalf;

• Actionext may set a limit on the maximum number of days that Content will be retained by the Services or available or through the Site;

• Actionext may limit the number of times you may access the Site, the Services or the Content during a limited period of time.

You hereby agree that Actionext has no responsibility or liability for any deletion or failure to storage any Content or other information maintained or transmitted through the Services. Actionext hereby reserves to right to log off accounts that are inactive for an extended period of time.

10. Disclaimer; No Warranties.

THE SITE, THE CONTENT, AND THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ACTIONEXT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

ACTIONEXT DOES NOT WARRANT THAT THE SITE, THE SERVICES OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. ACTIONEXT DOES NOT WARRANT THAT DEFECTS IN THE SITE, THE SERVICES OR THE CONSENT WILL BE CORRECTED, OR THAT THE SITE, THE SERVICES OR THE CONSENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ACTIONEXT CANNOT ENSURE THAT ANY FILES, DATA OR SOFTWARE OR CONTENT YOU DOWNLOAD FROM THE SITES WILL BE FREE OF VIRUSES OR DESTRUCTIVE FEATURES.

ACTIONEXT MAKES NO WARRANTY REGARDING THE QUALITY OF THE SITE, THE CONTENT, OR THE SERVICES OBTAINED THROUGH THE SITE OR THE SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SITE OR THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT THROUGH THE USE OF THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, OR THE INTERACTION WITH SECURITY SYSTEMS USED TO ACTIVATE, OR PROHIBIT THE UNAUTHORIZED USE OF, CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ACTIONEXT OR THROUGH THE SITE, CONTENT, OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

11. Indemnification.

You agree to indemnify and hold Actionext and its affiliates, officers, agents, co-branders, partners, and employees harmless from any claims, losses, damages, liabilities, including legal and accounting fees, arising out of your access, use or misuse of the Sites, the Content, or the Services, breach or violations of these Terms of Use, or violations of the rights of any other person or entity. Any such indemnification shall include the payment of reasonable attorneys' fees incurred in the defense of such claim. Actionext reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

12. Defamatory, Offensive or Illegal Content

YOU SPECIFICALLY ACKNOWLEDGE THAT ACTIONEXT IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, ACTIONEXT WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES.

13. Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ACTIONEXT, ITS CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY SERVICE PROVIDERS FOR ANY AND ALL DAMAGES, LOSSES, LIABILITIES AND/OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE SITES, SERVICES, PRODUCTS OR CONTENT (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES OR USING THE SITE THROUGH THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM, OR TEN DOLLARS (US$10.00), WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ACTIONEXT AND YOU.

14. Third-Party Sites.

The Sites, the Content, or the Services may include links to third party Internet sites, online offerings or resources that are not under control of Actionext and Actionext is not responsible for, not does it guarantee the accuracy or integrity of, the content(s) of any linked site or any link contained in a linked site, or any changes or updated such site. Actionext makes no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through such linked sites. Access and use of linked sites, including information, material, products and services on linked sites, or available through linked sites is solely at your own risk.

15. Copyright and Trademarks Information.

"Actionext" is a registered trademark of Actionext Web Works, Inc. All other trademarks, trade names, service marks, service names are the property of their respective holders.

16. Miscellaneous.

The Terms of Use and the Privacy Policy constitute the entire agreement between you and Actionext, governing your use of the site, supersede any prior agreements between you and Actionext relating to your use of the Site, and shall not be modified except by a change made by Actionext. These Terms of Use and the Privacy Policy shall be governed by and construed in accordance with the laws of the British Columbia, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Terms of Use or the Services shall be filed only in the provincial or federal courts in and for British Columbia and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of Actionext to exercise or enforce any rights or provisions does not constitute a waiver of such right or provision. If any provision of these Terms of Use or the Privacy Policy shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and the Privacy Policy and shall not affect the validity and enforceability of any remaining provisions. The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Use and shall not be deemed to limit or affect any of the provisions hereof. These Terms of Use and the Privacy Policy, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Actionext without restriction.

17. Comments and Questions.

If you have any comments or questions you may address them to the Customer Service department at Actionext at contact@actionext.com, or via mail addressed to Actionext Web Works, Inc., 137 - 2416 Main Street, Vancouver, BC, V5T 3E2, Canada