Brightwell User Agreement

Last Updated December 2005

User Agreement for Brightwell Technologies Inc. Operated Website

Welcome To This Brightwell Operated Website!

We've designed our website to be useful and informative. We hope we've succeeded — and we hope you'll let us know how we can make it even better.

All we ask in return is that you abide by the Terms and Conditions that follow. Please read them carefully, because by using our website you agree to them. If you do not agree to them, please do not use our website.

Thanks for visiting!

Limited License

Except as expressly provided below, you agree not to reuse material from www.brightwelltech.com or from any other World Wide Website operated by Brightwell. In particular, you agree not to copy, distribute, republish, upload, post, or transmit anything unless you get our written consent — first. The only exceptions are as follows:

As a member of the public, Brightwell grants to you a limited license to display on your computer, print, download and use the underlying HTML text, audio clips, video clips and other content that is made available to you on our website, for personal, non-commercial purposes only, provided that:

(a) you do not modify or misrepresent any such content; and
(b) you include with and display on each copy of such content the
associated copyright, trademark or other proprietary notices
and this limited license.

That means that we retain full and complete title to the software and to all of the associated intellectual property rights. So you're not allowed to redistribute or sell the material — or to reverse-engineer, disassemble, or otherwise convert it to any other form that people can use. Normal exceptions regarding the reproduction and redistribution of content authorized for release to the media apply.

No rights are granted with respect to Brightwell trademarks. Any unauthorized use of Brightwell trademarks is strictly prohibited.

Prohibited Uses

No other use is permitted. For example, without the prior written consent of Brightwell, you may not, nor may you allow others to, directly or indirectly:

(a) remove, from any copy of the content on our website, the copyright or other proprietary notices contained in the content on our website;
(b) sell, modify or attempt to modify the content of our website in any way or reproduce or publicly display, perform or distribute, or otherwise use any content on our website for any public, commercial, or non-educational or non-personal purpose, including, without limitation, use of the content on any other website;
(c) transfer any of the content on our website to any other person;
(d) except as expressly permitted in the limited license described above, print or copy any of the HTML or other computer software that is accessible at our website;
(e) use our website in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse our site or any services, system resources, accounts, servers, networks, affiliated or linked sites, connected to or accessible through our website (including without limitation uploading, posting or otherwise transmitting on our sites computer viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on our websites’ infrastructure; or using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from our website or the content on our website in whole or in part);
(f) use or attempt to use another's account, password, or other information in connection with our website; create or use a false identity on our website, or impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity; attempt to obtain unauthorized access to our website; or send to our websites or Brightwell any incomplete, false or inaccurate information;
(g) disrupt or interfere with any other person's use or enjoyment of our website or affiliated or linked websites, or any services thereof; or
(h) delete or revise any of the content posted on our website.

Compliance with Law

You agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of content on our website, and that you will comply with all laws that apply or may apply to your use of activities or content on our website or in respect of the content on our website. Brightwell will investigate occurrences that may involve violations of such laws, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Brightwell reserves the right at all times to disclose any information regarding your usage of content on our website as necessary to satisfy any law, regulation or governmental request.

Additional Terms of Use

Certain areas of our website may be subject to additional terms of use (including such terms as govern specific promotions, contests or other programs on our site) (the "Additional Terms of Use"). You agree that by using such areas, or any part thereof, you agree to be bound by the Additional Terms of Use applicable to such areas. This User Agreement, together with the Additional Terms of Use, constitute the entire agreement between you and Brightwell with respect to the subject matter hereof, and supersedes all communications, representations or agreements, either oral or written, between you and Brightwell or its representatives with respect to this subject matter. In the case of any conflict between this User Agreement and the Additional Terms of Use, this User Agreement shall govern.

Jurisdiction and Choice of Law

Unless otherwise specified, the materials in our websites are presented to provide information about Brightwell and its products.

Brightwell controls and operates its website from the company's headquarters in Ottawa, Ontario, Canada. If you use our website from locations outside Canada, you are responsible for compliance with laws in your jurisdiction.

If any disputes arise between us regarding your use of our website, such disputes will be resolved according to the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to the principles of conflicts of law thereof, and the courts of the Province of Ontario shall have non-exclusive jurisdiction over all claims. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

No Warranties

While we work hard to provide you with the most current and accurate information, we do not warrant that everything on our website is error free or complete. Brightwell does not warrant the quality, accuracy, timeliness or completeness of any claims, statements or information on our website. Further, Brightwell makes no representations about the suitability of any of the information contained on our websites for any purposes.

ALL INFORMATION, PRODUCTS, MATERIALS, SERVICES AND ADVICE CONTAINED IN OUR WEBSITE OR PROVIDED BY OUR WEBSITE, INCLUDING ALL TEXT, GRAPHICS, LINKS, ANIMATION, JAVA SCRIPT, COOKIES, PRODUCTS, AND MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED. FURTHERMORE, BRIGHTWELL DOES NOT WARRANT THAT OUR WEBSITE WILL OPERATE ERROR FREE OR THAT OUR WEBSITE AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL EFFECTS.

Without limiting the foregoing there are no warranties that:

(a) the material is of any particular level of merchantability or fit for a particular purpose;
(b) the functional elements contained in the materials will be uninterrupted or error free;
(c) defects will be corrected;
(d) our website or the servers that make them available are free of viruses or other harmful components; or
(e) successful results or outcomes will result from properly following any instructions or directions contained in the materials.

In addition to the above, you (and not Brightwell) assume the entire cost of all necessary servicing, repair or correction resulting from your use of the Brightwell website.

Disclaimer - Linked Sites

We sometimes provide access to other World Wide Websites from our website. But we don't endorse or approve any products or information offered at websites you reach through our website. We make no representations regarding the content or accuracy of materials on such websites. If you decide to access linked third-party websites, you do so at your own risk. Check the Uniform Resource Locator (URL) address provided in your World Wide Web browser to see if you are still in a Brightwell-operated website or have moved to another website.

We do not claim that Brightwell 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 Brightwell. You agree that you shall not point or link from a website directly to content within our website without the express prior written permission of Brightwell. Brightwell reserves the right to disable links from third party websites to our website.

Limitation of Liabiliy

IN NO EVENT SHALL BRIGHTWELL, ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY (PUNITIVE) DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE ON OUR WEBSITE WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE.

THESE INCLUDE (BUT ARE NOT LIMITED TO) DAMAGES OR INJURY CAUSED BY ANY:

(a) USE OF (OR INABILITY TO USE) THE WEBSITE;
(b) USE OF (OR INABILITY TO USE) ANY SITE TO WHICH YOU HYPERLINK FROM OUR WEBSITE;
(c) FAILURE OF PERFORMANCE;
(d) ERROR;
(e) OMISSION;
(f) INTERRUPTION;
(g) DEFECT;
(h) DELAY IN OPERATION OR TRANSMISSION;
(i) COMPUTER VIRUS; OR
(j) LINE FAILURE.

KEEP IN MIND THAT WE ARE NOT LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING:

(a) DAMAGES INTENDED TO COMPENSATE SOMEONE DIRECTLY FOR A LOSS OR INJURY;
(b) DAMAGES REASONABLY EXPECTED TO RESULT FROM A LOSS OR INJURY (LEGALLY, "CONSEQUENTIAL DAMAGES"); AND
(c) OTHER MISCELLANEOUS DAMAGES AND EXPENSES RESULTING DIRECTLY FROM A LOSS OR INJURY (LEGALLY, "INCIDENTAL DAMAGES").

FURTHERMORE, WE ARE NOT LIABLE EVEN IF WE'VE BEEN NEGLIGENT OR IF OUR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES — OR BOTH.

Submissions

Brightwell will not accept or consider creative ideas, suggestions or materials other than those it has specifically requested. Accordingly, we ask that you do not send us any such materials. If, despite this request, you do submit material to us:

(1) All remarks, suggestions, ideas, graphics, or other information that you communicate to Brightwell through our website (other than information we promise to protect under our Privacy Policy), become and remain our property, even if this agreement is later terminated.

This means that...

(a) We don't have to treat any such submission as confidential.
(b) You can't sue us for using the ideas you submit (including, but not limited to, product or advertising ideas).
(c) We can use such submission, or anything similar, for any purpose without paying you or anyone else for the submission.
(d) We will have exclusive ownership of all present and future rights to submissions of every kind. You agree not to assert any ownership right of any kind in your submission (including, but not limited to copyright, trademark, unfair competition or implied contract), you assign your copyright to us and you waive your moral rights to any copyrightable work.

(2) You acknowledge that you are responsible for any submission you make — in other words, you acknowledge that you (and not we) have full responsibility for the submission, including its legality, reliability, appropriateness, originality and copyright.

Release/Indemnity

You agree to release, indemnify and hold harmless Brightwell, its directors, officers, agents and employees, and such other additional persons to be released and/or indemnified as identified in the terms, conditions and rules which govern specific promotions, contests or other programs on our website (collectively referred to herein as the "Releasees") from all liability in any way relating to or arising in connection with your use of our website including injuries, loss or damage of any kind. You acknowledge and agree that the Releasees have not made, and are not liable for, any representation, warranty or condition in respect of our website.

Intellectual Property

Brightwell Technologies Inc. ("Brightwell") owns the intellectual property rights in the content in all underlying programming or has obtained permission of the owner to use the content. Our website, including all content on our website, are protected by copyright laws. You acknowledge and agree that our website and the services and software used in connection with our website contain proprietary and confidential information that is protected by applicable intellectual property laws and that your use of our website is personal to you and is not assignable. Any copying, reproduction, modification, publishing, transmission, distribution or other use of the content on our sites for any purpose that is not authorized under this User Agreement and for which you do not receive our prior written consent is strictly prohibited.

Our logos, product names, service names and icons (the “Brightwell Marks”) are trademarks of Brightwell. You agree not to display or use in any manner the Brightwell Marks without our prior consent. The names and trademarks of companies or products referenced in our sites may be trademarks of their respective owners. Our display of these trademarks or tradenames does not convey or create any licence or other rights in these marks or names. Any unauthorized use of the Brightwell Marks is strictly prohibited.

Termination of this Agreement

This agreement is effective until terminated by either party. You may terminate this agreement at any time, by destroying all materials obtained from the Brightwell website, along with all related documentation and all copies and installations.

Brightwell may terminate the license granted under these terms at any time and without notice to you if, in its sole judgment, you breach any term or condition of this agreement. Upon termination, you must destroy all materials and cease using our website. Notwithstanding termination, you agree to be bound by these terms with respect to any previous use of our website and any materials downloaded.

In addition, by providing material on our website, we do not in any way promise that the materials will remain available to you. Brightwell is entitled to terminate all or part of any of its website at any time, without notice to you.

Miscellaneous Points about the Terms and Conditions of this User Agreement

Brightwell may modify these Terms and Conditions, and the agreement they create, at any time, simply by updating this posting and without notice to you.

These terms together with any online notices and all additional terms referred to herein constitute the entire agreement (including the Privacy Policy) regarding all the matters that have been discussed in the preceding paragraphs.