Terms & Conditions

Last Edited: June 8th, 2023

Thank you for choosing BrevisRefero.

This is an agreement between you (if signing as an individual or the legal entity you represent) ("you," or "Subscriber," which term shall mean the user of the BrevisRefero Services (as defined herein) and shall include such user's executors, assigns, administrators and legal representatives) and BrevisRefero Corporation, an organization incorporated in the Province of Ontario Canada with a principal address of 9688 Regional Road 25, Milton Ontario, Canada L9T 2X7 ("BrevisRefero", "us" or "we") that governs your rights to use the services identified in this Agreement.

You should read the entire Agreement carefully because all the terms are important and together create a legal agreement that, once accepted by you, applies to you. If you do not agree to these terms DO NOT SIGN UP and DO NOT USE BREVISREFERO's SERVICES.

1. DEFINITIONS

1.1 "Party" or "Parties" shall mean BrevisRefero or Subscriber or both, based on the context.

1.2 "Agreement", "Terms", "hereto", "herein", "hereby", "hereunder" and similar expressions refer to these Terms of Service and not to any particular Article, Section or other portion hereof, and include any and every instrument supplemental or ancillary to or in implement hereof.

1.3 "Content" shall mean photos, images, graphics, logos, branding, marks and other files, data, information and content.

1.4 "Registration" shall mean the then-existing subscription for use of the BrevisRefero Services as selected by the Subscriber.

1.5 "Services" shall mean BrevisRefero software, content, applications and services, including services or software that allow you to perform outsourcing functions, proposal generation, applications and other content that BrevisRefero makes available from time to time.

1.6 "Site" shall mean the Website bearing the URLs https://www.brevisrefero.com, www.brevisrefero. and/or any other Websites owned and/or operated by BrevisRefero related to the Services.

1.7 "Purpose" shall mean the Purpose of the BrevisRefero Services, namely the development, management, and analysis of request for proposal processes.

2. SCOPE OF AGREEMENT, ACCEPTANCE AND AMENDMENT

2.1 AGREEMENT TO BE BOUND

The following Agreement, together with the relevant information set out on the Website and within the Services, including any features and services available, such as RSS feeds, podcasts, video, photographs, publications, and other materials, are subject to the Terms of Service set forth below. Please read them carefully, as any use of the Services constitutes an agreement, to be bound thereby by the Subscriber.

2.2 ELECTRONIC CONTRACTING

Your use of the Services under this Agreement includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH SUBSCRIPTIONS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND ANY OTHER APPLICATIONS. You shall be solely responsible to have necessary hardware and software that is required to retain electronic records that you may require. BrevisRefero shall not be held responsible for any typographical errors.

2.3 AMENDMENT TO TERMS OF SERVICE

From time to time, BrevisRefero may change or amend these Terms of Service. BrevisRefero will notify you of such amendment, either through the user interface, in an email notification, or through other reasonable means in the sole discretion of BrevisRefero. Your use of the Services, after the change becomes effective, will be your consent to the changed Agreement. If you do not agree to the changes, you must stop using the Services and cancel any paid Services by following the instructions in Section 6 hereof or your consent shall be deemed granted.

2.4 MODIFICATIONS AND CHANGES TO THE SERVICES

We may modify, add to, suspend, or delete any aspect of the Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.

2.5 ACCESS TO SERVICES

Though we try to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for planned downtime for maintenance, we do not warrant that the Services will be at all times available.

We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Services.

2.6 RIGHT OF REFUSAL, LIMITATION, DISCONTINUATION AND TERMINATION

We reserve the right to refuse providing access to the Services for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel an Account for any reason whatsoever, including but not limited to a breach or violation by the Subscriber to any of the terms or provisions of this Agreement or any published BrevisRefero policy or procedure; a discredit of BrevisRefero by a Subscriber; misrepresentation of BrevisRefero by making claims contrary to BrevisRefero literature; ethical or legal violations that may cause BrevisRefero to suffer damages; or any other reason whatsoever, in the sole discretion of BrevisRefero.

In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination. In the event we terminate your Account, you shall no longer be eligible to be a BrevisRefero Subscriber at any time in the future, unless permission is granted to you, in writing, by us, in our sole and exclusive discretion.

In addition, although the Services are intended to be accessible worldwide, the Services may not be available to all persons in all geographic locations or jurisdictions. BrevisRefero reserves the right to limit the availability of the Services to any person, geographic area or jurisdiction it so desires, in its sole discretion, and to limit the quantities of any such Service that it provides. Any offer for any product or service made via the Services is void where prohibited by law.

2.7 PROHIBITED USES OF THE SERVICES

In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Services: (a) for any unlawful purpose; (b) to solicit third parties to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Services; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others or other Subscribers; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services. We reserve the right to terminate your use of the Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.

3. GOOD CONTRACTING PRACTICES

In addition to those restrictions set forth in Section 2.7 and elsewhere in this Agreement, you must not use the Services provided by BrevisRefero for any of the following:

  1. To harm, threaten, or harass another person, organization, etc.;
  2. Damage, disable, overburden, or impair the Services (or any network or authorized device connected to the Services);
  3. Assign, resell, or redistribute any part of the Services or access to the Services, including the sale or purchase of an Account;
  4. Fail to provide accurate and correct information at the time of registration or when signing up for a new Account;
  5. Share your account username and password or otherwise authorize a third-party to access or use the Services on your behalf without prior approval from BrevisRefero;
  6. Enable or use any unauthorized third-party applications to access the Services unless the same has been authorized or otherwise provided by BrevisRefero;
  7. Use the Services or any content on the Services for commercial purposes (except for Subscribers who pay the required fees to utilize the system for commercial purposes);
  8. Use or attempt to use any unauthorized means to modify, reroute, or gain access to the Services;
  9. Use any automated process or service (such as a bot, a spider, or periodic caching of information stored by BrevisRefero) to access or use the Services, or to copy or scrape or erase data from the Services;
  10. Obtain (or try to obtain) any data from the Services or related hardware, except the data that BrevisRefero intend to make available to you; or use the Services or related hardware to design, develop, or update unauthorized software or software application;
  11. Use unauthorized software or hardware to access the Services or modify an authorized device in any unauthorized way (e.g., through unauthorized repairs, unauthorized upgrades, or unauthorized downloads). You agree that we have the right to send data, applications or other content to any software or hardware that you are using to access the Services for the purpose of detecting an unauthorized modification and/or disabling the modified device; or
  12. Except to the extent expressly permitted by applicable law notwithstanding this prohibition attempt to disassemble, decompile, create derivative works of, reverse engineer, modify, further sublicense, distribute, or use for other purposes the Services, application, or other content available or accessible through the Services, or any hardware associated with the Services or with an authorized device. If you do, BrevisRefero may cancel your account and your ability to access the Services, and pursue other legal remedies, will be waived. BrevisRefero may take any legal action deemed appropriate against users who violate our systems, network security, this Agreement, any additional terms incorporated or referenced in it. Such users may also incur criminal or civil liability.
  13. Download (or try to download), extract (or try to extract), screen capture (or try to screen capture) parts of the software assets from BrevisRefero's library of assets, including but not limited to surveys, questionnaires, logos (including BrevisRefero's), company names, company contact information, personal information, and other properties of the Services.

4. YOUR ACCOUNT, CONTENT, SUBSCRIPTIONS AND LICENSE

4.1 ACCOUNT REGISTRATION

As a registered user of BrevisRefero's Service, you may establish an account (an "Account"), of which such login information (username and password) should not be revealed to any third party.

You shall be solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account and agree to immediately notify BrevisRefero of any security breach of your Account. BrevisRefero shall not be responsible for any losses arising out of the unauthorized use of your Account.

You agree to provide accurate and complete information when you register and use the Service. You agree to update your registration data to keep it accurate and complete. You agree that BrevisRefero may store and use the registration data you provide for use in maintaining and billing fees to your Account and as otherwise may be set forth in our other policies.

Should BrevisRefero suspect that such registration data information is untrue, inaccurate, not current or incomplete, BrevisRefero reserves the right to suspend or terminate your use of the Services.

4.2 RIGHT TO MONITOR

We shall have the right (but not the obligation) to monitor your Account and all activity related thereto in our sole and exclusive discretion. We may remove or disable your content that BrevisRefero, in good faith determines to be illegal, harmful, offensive, creating liability for BrevisRefero or its service providers or Subscribers, or otherwise in violation of this agreement or BrevisRefero's acceptable use or operating policies or those of any of BrevisRefero's third-party service provider.

4.3 CONTENT & SUBMISSIONS

Should you submit, display, publish or otherwise post any content to the Services, including but not limited to your Request for Proposals (as an Innovator) or Proposals (as a Service Provider) produced using the Services ("Submissions,") you agree to grant us and our partners and affiliates a limited, non-exclusive, sub-licensable, transferable, worldwide, fully-paid, royalty-free license to use, display, and distribute such Submissions within BrevisRefero's Service or any derivation hereinafter developed for the intended purposes of the Services, and for any other lawful purposes without the requirement to make payment to or seek permission from you or to any third party.

You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person, company or entity.

4.4 SUBSCRIPTION PLANS

BrevisRefero provides both Free Registration and Fees for Service, the terms of each are as mentioned below and as may be further set forth on the Site, subject to change in our sole and exclusive discretion:

4.4.1. Free Registrations

Free registrations may be offered to you when you register for an Account with BrevisRefero ("Free Registration"). Notwithstanding anything in this Agreement and to the contrary such Registrations carry the following restrictions:

4.4.2. Fees for Service

Payment of fees ("Fees for Service") will be offered at the point of either 1) publishing a request for proposal (for an Innovator), 2) being short-listed by an Innovator (for a Service Provider), and 3) being final awarded a contract by an Innovator (for a Service Provider) where the prescribed fees will be set forth on the Site and at the time of sale for the same. For the duration of the Services paid for by your Fees for Service you shall be entitled to BrevisRefero's Services, which shall include use for commercial or internal business uses related to the Purpose.

4.5 LICENSE

BrevisRefero grants you a non-exclusive right to access and use BrevisRefero Services and a perpetual license for the Purpose subject to the terms and conditions set forth in this Agreement and any such limitations as may be imposed upon you based on your Registration.

5. PAYMENT, TAXES AND REFUND POLICY

5.1 PAYMENT AND TAXES

5.1.1 Subscription Fees

You agree that you will pay Fees for Service for commercial use of the BrevisRefero Services. BrevisRefero may charge your payment method for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING BREVISREFERO WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES.

All fees are payable in advance. All fees are non-refundable in US Dollars and shall be billed to your credit card, business, company or organization address as provided by you upon Account registration.

Payment shall be made via Mastercard, Visa Card, Amex, and you hereby authorize BrevisRefero to charge your credit card and store information of your credit card in accordance with our Privacy Policy.

Your total price will include the price of the Fees for Service plus any applicable taxes; such taxes are based on the bill-to address and the tax rate in effect at the time of charging the Fees for Service.

5.1.2 Termination Services

If you fail to timely pay the applicable fees, BrevisRefero may suspend or terminate your access to either the BrevisRefero Services or certain features of the BrevisRefero Services. You agree to promptly pay BrevisRefero in the event of any refusal of your credit card issuer to pay any amount to BrevisRefero for any reason. You agree to pay all costs of collection, including attorneys' fees and costs, on any outstanding balance. In the event you fail to pay any amount when due, BrevisRefero may suspend or terminate your access to the BrevisRefero Services and delete your content.

5.1.3 Late Payment

Any amounts not paid when due are subject to an interest charge at a rate of 1.5% or the maximum rate permitted by law, whichever is less.

5.1.4 Hold Harmless

You are responsible for, and will indemnify and hold BrevisRefero harmless from, payment of all taxes (other than taxes based on BrevisRefero's net income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of fees to BrevisRefero under this Agreement or the delivery or license of the BrevisRefero Services or use of the BrevisRefero Services or provision of any related services. You will make all payments to BrevisRefero free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to BrevisRefero will be your sole responsibility, and you agree to provide BrevisRefero with official receipts issued by the appropriate taxing authority, or such other evidence as BrevisRefero may reasonably request, to establish that such taxes have been paid.

5.2 REFUND

6. TERM AND TERMINATION

6.1 TERM

This Agreement begins and binds upon you on the day you successfully register with BrevisRefero and continue until the termination of the Account by Subscriber or Subscriber's organization.

6.3 TERMINATION

BrevisRefero may terminate this Agreement at any time for breach of any of the terms and conditions set out in this Agreement without giving prior notice or at any other time in its sole and exclusive discretion as set forth in this Agreement.

6.4 EFFECT OF TERMINATION

In the event of termination or expiration of this Agreement, you must immediately cease all use of the BrevisRefero Services. Apart from which, upon termination of your subscription and all the licenses granted to you hereunder will terminate. Additionally, BrevisRefero may, at its option, block your access to the Services and/or delete your content from its Services. The definitions, rights, duties and obligations of all parties to this agreement, will continue and shall survive any termination or expiration of this Agreement.

6.5 CANCELLATION BY SUBSCRIBER

Should Subscriber wish to terminate this Agreement, you must cancel your Account and email your notice of termination to the email address: legal@brevisrefero.com . In the event of your termination pursuant to this Section, a) this Agreement will terminate immediately, and b) Subscriber must continue to pay all fees in connection with Services rendered prior to termination.

7. DATA USAGE POLICY

Refer to the data usage policy for specific information, located on our website.

8. INTELLECTUAL PROPERTY

8.1 INTELLECTUAL PROPERTY RIGHTS NOT WAIVED

You agree that the BrevisRefero Services, including but not limited to BrevisRefero products, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the BrevisRefero Services, contains proprietary information and material that is owned by BrevisRefero and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the BrevisRefero Services in compliance with this Agreement. No portion of the BrevisRefero Services may be reproduced in any form or by any means, except as expressly permitted in these Terms. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the BrevisRefero Services in any manner, and you shall not exploit the BrevisRefero Services in any unauthorized way whatsoever, including, but not limited to, by trespass.

You may make a single print copy of any BrevisRefero text, reports, photographs, images, illustrations, video clips, audio clips, and graphics, provided by us on the Site and/or via the BrevisRefero Services for personal, non-commercial use only, provide that you neither remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from such materials. You may not archive or retain any of the foregoing materials accessed on the Site or via the BrevisRefero Services without our express written permission. All requests for archiving, republication or retention of any part of the foregoing materials must be in writing to us and must clearly state the purpose and manner in which the foregoing materials will be used. Requests for permission to archive, retain, or republish any part of the foregoing materials may be submitted via email to legal@brevisrefero.com.

Notwithstanding any other provision of this Agreement, BrevisRefero and its licensors reserve the right to change, suspend, remove, or disable access to any BrevisRefero products, content, or other materials comprising a part of the BrevisRefero Services at any time without notice. In no event will BrevisRefero be liable for making these changes. BrevisRefero may also impose limits on the use of or access to certain features or portions of the BrevisRefero Services, in any case and without notice or liability.

All copyrights in and to the BrevisRefero Services (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by BrevisRefero and/or its licensors, who reserve all their rights in law and equity. THE USE OF BREVISREFERO SERVICES, EXCEPT FOR USE OF THE BREVISREFERO SERVICES AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INTELLECTUAL PROPERTY INFRINGEMENT.

BrevisRefero, BrevisRefero's logo, and other BrevisRefero trademarks, service marks, graphics, and logos used in connection with the BrevisRefero Services are trademarks of BrevisRefero Corporation in Canada and other countries. Other trademarks, service marks, graphics, and logos used in connection with the BrevisRefero Services may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

As an Account holder of the BrevisRefero Services in good standing, you may be provided with access to download certain content created by you using BrevisRefero Services. Such access is provided as an accommodation only, and BrevisRefero does not warrant, and will not have any liability or responsibility for, such art or your use thereof. You may access content for which you are the lawful owner of a legal copy. Access is provided for commercial use depending upon whether Fees for Service have been paid. You agree that you will not use BrevisRefero Services in any manner that would infringe or violate this Agreement or the rights of any other party, and that BrevisRefero is not in any way responsible for any such use by you.

8.2 FEEDBACK

You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (collectively, "Feedback.") Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any third party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other user to access, view, store or reproduce the content for that user's personal use.

Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to BrevisRefero or its initiatives, (your "Ideas.") With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by third parties, or independently-developed or considered by us, shall be without obligation to you.

9. CONFIDENTIALITY

You hereby acknowledge and agree that all information, written and oral, concerning BrevisRefero Services and its other Subscribers furnished from time to time to you is provided on a confidential basis. You further acknowledge and agree that you will not disclose such information, other than where such disclosure is required by law or where such information is already available to the public other than as a result of disclosure by BrevisRefero, to anyone other than BrevisRefero's officers, directors, employees, legal counsel, accountants, or authorized agents or advisors, who will agree in writing to be bound by the provisions of this Section.

Review BrevisRefero's Privacy Policy for details on what confidential information we collect from our users, how we use such information, and with whom we share it.

10. Third-Party Advertisements, Promotions, and Links

10.1 Third Party Advertisements and Promotions

We may, from time to time, run advertisements and promotions from third parties on the Site or via the BrevisRefero Services. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site or via the BrevisRefero Services.

10.2 Use of Third-Party Tools

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

10.3 Third-Party Links

Certain content, products and services available via our Site or the BrevisRefero Services may include materials from third parties.

11. DISCLAIMER OF WARRANTIES, LIABILITY LIMITATION

11.1 BREVISREFERO DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE BREVISREFERO SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME BREVISREFERO MAY REMOVE THE BREVISREFERO SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE BREVISREFERO SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

11.2 YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE BREVISREFERO SERVICES IS AT YOUR SOLE RISK. THE BREVISREFERO SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE BREVISREFERO SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY BREVISREFERO) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

11.3 WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE BREVISREFERO SERVICES OR SITE YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE BREVISREFERO SERVICES OR THE SITE.

11.4 IN NO CASE SHALL BREVISREFERO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE BREVISREFERO SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE BREVISREFERO SERVICES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE BREVISREFERO SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, BREVISREFERO'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

11.5 BREVISREFERO SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE BREVISREFERO SERVICE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND BREVISREFERO HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

11.6 BREVISREFERO DOES NOT REPRESENT OR GUARANTEE THAT THE BREVISREFERO SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND BREVISREFERO DISCLAIMS ANY LIABILITY RELATING THERETO. SOME PRODUCTS AND/OR SERVICES MAY BE DOWNLOADED ONLY ONCE; AFTER BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN CONTENT.

The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, employees and agents.

12. WAIVER AND INDEMNITY

By using the BrevisRefero Services, you agree, to the extent permitted by law, to indemnify and hold BrevisRefero, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of or related to your breach of this Agreement, your use of the BrevisRefero Services, your use of third-party services, products, links, advertisements, and/or tools, your violations of any third-party rights, including third-party intellectual property rights, the unauthorized use of the BrevisRefero Services by any other person using your information, your interaction with other users, and or any action taken by BrevisRefero as part of its investigation of a suspected violation of this agreement or as a result of its finding or decision that a violation of this agreement has occurred. This means that you cannot sue or recover any damages from BrevisRefero, its directors, officers, employees, affiliates, agents, contractors, and licensors as a result of its decision to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the BrevisRefero service, or to take any other action during the investigation of a suspected violation or as a result of BrevisRefero's conclusion that a violation of this agreement has occurred. This waiver and indemnity provision apply to all violations described in or contemplated by this agreement.

13. MISCELLANEOUS

13.1 GOVERNMENT RESTRICTIONS

You may not export or re-export any of your content except in compliance with the laws of Canada. The foregoing and all accompanying documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively. Any use, modification, reproduction, release, performing, displaying, or disclosing of the foregoing by the Government of Canada is governed solely by the terms of this Agreement.

13.2 ASSIGNMENT

Without prior consent of BrevisRefero you may not transfer or assign your rights granted under this Agreement, in whole or in part, except in connection with a merger, acquisition or sale of all or substantial assets to which this agreement relates. You agree to inform BrevisRefero of other party involved in any Merger or Acquisition. BrevisRefero may freely transfer or assign its rights under this agreement. If you purchase a "Transfer Rights" license or if otherwise expressly authorized by your Registration or paid Fees for Service, you may assign or otherwise transfer the right to distribute your content to third parties, subject to you following the procedures and terms outlined by BrevisRefero for the transfer and the assignee separately agreeing with you in writing to be bound by this Agreement. Upon such an assignment or transfer, you may not retain any rights to use that content any further.

13.3 JURISDICTION/DISPUTES

This Agreement shall be governed in accordance with the laws of the Province of Ontario, Canada. All disputes under this Agreement shall be resolved by litigation in the courts of the Province of Ontario, Canada, including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

13.4 ARBITRATION

Any and all claims and disputes arising under or relating to this Agreement and/or the BrevisRefero Services are to be settled by binding arbitration in the Province of Ontario, Canada. The arbitration shall be conducted on a confidential basis pursuant to the Alternative Dispute Resolution Institute of Canada rules. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted in the

English language in Toronto, Ontario Canada by an arbitrator experienced in the software services industry and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. No claims or disputes arising under or relating to this provision may be brought by a user more than one (1) year after the event giving rise to the cause of action has occurred or should diligently been discovered. Notwithstanding the foregoing, the parties shall be free to bring a request for injunctive relief before a court of competent jurisdiction in the event of immediate and irreparable harm.

13.5 SUCCESSORS

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

13.6 WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

13.7 SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

13.8 INTEGRATION

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

13.9 FORCE MAJEURE

We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargoes, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.

13.10 AFFILIATE DISCLOSURE

We may have an affiliate relationship with third-parties and affiliates to whose products and/or services we link and promote through the Site and/or the BrevisRefero Services. Because of this relationship, we may earn a commission on products purchased by a user from a third-party affiliate.

13.11 AUTHORITY

Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its Terms.

13.12 RIGHTS OF THIRD PARTIES

These Terms do not give any right to any third party unless explicitly stated herein.

13.13 RELATIONSHIP OF THE PARTIES

The parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into Terms of any kind in the name of the other party.

13.14 NOTICES

Except as explicitly stated otherwise, any notices shall be given by postal mail to BrevisRefero Corporation, at 9688 Regional Road 25, Milton Ontario Canada L9T 2X7 and in the case of any user, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three (3) calendar days after the date of mailing.