Terms of Use

Last updated: January 2011

Introduction

These terms of use govern the use of the Actenum website (the “website”), accessible as actenum.com, or www.actenum.com. The website is owned and operated by Actenum Corporation (“Actenum”). The website may not be used or accessed other than in accordance with these terms of use, so you should read them carefully. If you do not agree with any of these terms of use, then you may not use the website. Your use of the website constitutes your acceptance of these terms of use in their entirety.

These terms of use may be modified by Actenum from time to time, in its sole discretion, by posting an updated version on the website.

Use of Content

All materials displayed or otherwise accessible through the website, including, without limitation, text, photographs, images, illustrations, video clips, audio clips, trade-marks, trade names and logos, and the website itself as a compilation (collectively, the “Content”) is protected under Canadian and foreign copyright or other laws, and is owned by Actenum, its licensors or others who may or may not be accredited as the provider of the Content. You are granted by Actenum a limited non-exclusive, non-transferable license to use and display the Content on your computer or other electronic access device for your own personal and non-commercial use only, provided that: (i) you do not modify the Content; (ii) you maintain all copyright and other proprietary notices; and (iii) you abide by all additional copyright notices, information and restrictions on or contained in any of the Content.

Any other use of the website or the Content is not permitted without Actenum'’s prior written consent. You agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available, or authorize others to do so, the website or any of the Content, including without limitation, by caching, framing or similar means without Actenum's prior written consent. Linking to the website is permitted, provided that: (i) you advise us in writing of any such link; and (ii) Actenum reserves the right to prohibit linking to or from any other website in Actenum's sole discretion. Linking to the website which does not link to the functionality of the website in its entirety or which results in any form of framing or other use of the website or of any of the Content in association with any material not previously approved by Actenum is expressly prohibited.

Trademarks

Actenum, the Actenum logo, designs and catch phrases on the website are official marks or trade-marks of Actenum. Other names, words, titles, phrases, logos, designs, graphics, icons and trade-marks displayed on the website may constitute registered or unregistered trade-marks of third parties. While certain trade-marks of third parties may be used by Actenum, the display of third-party trade-marks on the website should not be taken to imply any relationship or licence between Actenum and the owner of such trade-mark or to imply that Actenum endorses the wares, services, or business of the owner of such trade-mark. Nothing contained on the website should be construed as granting you any licence or right to use any trade-mark, logo, design or catch phrase of Actenum or any third party, without the written permission of Actenum or the respective owner of any third-party trade-mark.

Privacy

Actenum's privacy policy is set out separately on this website.

Links

Links on the website may lead to third-party sites. Actenum provides these links only as a convenience and not as an endorsement by Actenum. Any such links are used at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Actenum is not responsible, and you agree that Actenum will not be liable for, the content of, or any other material on or accessed through any such linked sites or any other web page which is not part of the website.

Indemnification

You agree to defend, indemnify and hold harmless Actenum and its officers, directors, employees and agents, including all third parties mentioned in the website, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms of Use; (b) your access to or use of the website or the Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from the website. You shall use your best efforts to cooperate with us in the defence of any claim. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ACTENUM, OR ITS LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER ACTENUM HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (I) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE WEBSITE OR THE CONTENT, OR (II) ANY OTHER MATTER RELATING TO THE WEBSITE OR ANY OF THE CONTENT, INCLUDING WITHOUT LIMITATION ANY CORRUPTED CONTENT OR OTHER MATERIALS ACCESSED BY MEANS OF THE WEBSITE.

Governing Law/Jurisdictional Issues

The website is controlled, operated and administered by Actenum from Canada. Actenum makes no representation or warranty that the website or any of the Content is appropriate or available for use at any locations outside Canada. If you access the website from outside Canada, you are responsible for compliance with all applicable laws. These terms of use shall be interpreted, construed and governed by the laws in force in the Province of British Columbia, Canada, without reference to its conflict of laws principles. You agree to submit to the jurisdiction of the courts of the Province of British Columbia and to waive any objections based upon venue.

Termination

Actenum may, in its sole and absolute discretion, without notice or liability to you, suspend or terminate your use of, or access to, the website or the Content, and remove and discard any information or content related to the website and the Content (and your use thereof), for any reason, including where Actenum believes that you have violated any of these terms of use.

Submissions

Actenum does not solicit ideas or suggestions for use in connection with the website or otherwise for use by Actenum. UNDER NO CIRCUMSTANCES WILL ANY DISCLOSURE OF ANY IDEA AND/OR SUGGESTION OR RELATED MATERIAL BY YOU TO ACTENUM BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING ANY IDEA AND/OR SUGGESTION TO ACTENUM OR ANY RELATED MATERIAL, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO ACTENUM THAT THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND THAT ACTENUM IS FREE TO IMPLEMENT THE IDEA AND/OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY ACTENUM, WITHOUT OBTAINING PERMISSION OR LICENCE FROM ANY THIRD PARTY.

General provisions

Any consent by Actenum to, or waiver of, a breach of these terms of use, whether express or implied, will not constitute a consent to, or waiver of, any other, different or subsequent breach. You may not assign or transfer any rights or obligations under these terms of use. If any term or provision of these terms of use is held by a court of competent jurisdiction to be invalid, it will be severed and the remaining provisions shall remain in full force without being invalidated in any way. These terms of use are not intended to create a partnership, joint venture, or agency relationship between Actenum any other person. These terms of use constitute the entire agreement between you and Actenum relating to the matters contained herein and each updated version of these terms of use is deemed to supersede and replace this version in respect to your use or continuing use of the website and the Content after the updated version is posted on the website.

Further information

Any questions or comments regarding these terms of use, and notice of linking to this website, may be referred to: info [at] actenum [dot] com (info [at] actenum [dot] com.). Actenum will endeavour to reply to questions or comments made in good faith, but makes no undertaking to do so and will not be considered to have given its consent to any interpretation or waiver of these terms of use unless it does so expressly in writing addressed to the person claiming the benefit of such interpretation or waiver.