Benthic Canada

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1. General Introduction

(a) Last Updated: April 1, 2009

(b) By using the Benthic Canada website or any of the products or services available therein, you agree, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with any particular Benthic Canada webpage, all as may be modified by Benthic Canada from time to time in its sole discretion. If you do not agree with these terms and conditions, you may not use the Benthic Canada website or any of the products or services available therein.

(c) Benthic Canada reserves the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these terms and conditions, in whole or in part, at any time. Please check these terms and conditions regularly for updates by checking the "Last Updated" date in 1(a) above. If any change is not acceptable to you, you must discontinue your use immediately. Your continued use of the Benthic Canada website or any of the products and services available therein after any such changes are posted will constitute acceptance of those changes.

(d) Benthic Canada reserves the right to change, modify, suspend or discontinue any aspect of the Benthic Canada website or any of the products and services available therein from time to time without notice or liability and for any reason whatsoever.

(e) You expressly acknowledge that Benthic Canada has entered into this agreement, and has and will make the Benthic Canada website or any of the products or services available therein available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and Benthic Canada. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of this agreement.

(f) All Benthic Canada websites, products and services are controlled, operated and administered by Benthic Canada from its offices within Canada. Benthic Canada makes no representation or warranty that the Benthic Canada website or any of the products or services available therein are appropriate or available for use at any locations outside Canada. If you access from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the content accessible through the Benthic Canada website in violation of applicable export laws and regulations. These terms and conditions 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. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms and conditions.

2. Disclaimer, Indemnification and Limitation of Liability

(a) The Benthic Canada website or any of the products or services available therein as provided on an "as is" and "as available" basis and Benthic Canada makes no warranties or representations of any kind, whether express or implied, including but not limited to fitness for a particular purpose and non-infringement and that any such warranties are hereby expressly disclaimed. Benthic Canada disclaims that the Benthic Canada website or any of the products or services available therein will be provided on an uninterrupted, timely, secure or error-free basis or that such services or the results derived therefrom will meet your requirements or expectations.

(b) You agree to defend, indemnify and hold harmless each of Benthic Canada, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on the Benthic Canada website or any of the products or services available therein, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (i) your breach of any of these terms and conditions; (ii) your access to or use of the Benthic Canada website or any of the products or services available therein; or (iii) your use or reliance on, or publication, communication or distribution of anything on or from the Benthic Canada website or any of the products or services available therein. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

(c) You expressly understand and agree that in no event shall Benthic Canada, including its affiliates and licensors, be liable for any damages whatsoever, including any direct, indirect, incidental, consequential, special or exemplary damages, and any damages for loss, regardless of whether Benthic Canada 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 services of the Benthic Canada website or any products or services available therein, (ii) any unauthorized access to or modification to any of your content or transmissions, or (iii) any other matter relating to the Benthic Canada website or any products or services available therein.

3. Protection of Copyrighted Material

(a) All content, products and services on the Benthic Canada website are copyrighted, and the respective copyright owner reserves all rights to their use.

(b) Benthic Canada grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the content for your own personal and non-commercial use only, provided that you do not modify the content and that you maintain all copyright and other proprietary notices.

(c) Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the content obtained through the Benthic Canada website, including without limitation, by caching, framing or similar means, without the prior written consent of the respective copyright owner of such content.

4. Online Conduct

(a) You agree to comply with all applicable laws and regulations and these terms and conditions when using the Benthic Canada website or any of the products or services available therein. Additionally, you agree not to: (i) post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Benthic Canada website or any of the products or services available therein, or the Internet; (ii) defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to privacy and publicity; (iii) post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information; and (iv) post, transmit, link to, or otherwise distribute any information, materials or content (including for greater certainty, software) which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component.

(b) You acknowledge that Benthic Canada may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard.

(c) You acknowledge that Benthic Canada has no obligation to monitor the Benthic Canada website or any of the products or services available therein. However, you agree that Benthic Canada has the right to monitor electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the Benthic Canada website or any of the products or services available therein properly, or to protect itself or its users in accordance with the terms and conditions.

(d) You acknowledge and agree that Benthic Canada, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, the Benthic Canada website or any of the products or services available therein, and remove and discard any information or content related to the Benthic Canada website or any of the products or services available therein (and your use thereof), for any reason, including where Benthic Canada believes that you have violated any of these terms and conditions. You further agree that Benthic Canada shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the Benthic Canada website or any of the products or services available therein or with any terms, conditions, rules, policies, guidelines, or practices of Benthic Canada in operating the Benthic Canada website or any of the products or services available therein, your sole and exclusive remedy is to discontinue using the Benthic Canada website or any of the products or services available therein.

5. Responsibility for Minors

(a) In cases where you have authorized a minor to use the Benthic Canada website or any of the products or services available therein, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of the Benthic Canada website or any of the products or services available therein; and (iii) the consequences of any misuse by the minor.

(b) You acknowledge that some of the areas of the Benthic Canada website or any of the products or services available therein may contain material that is inappropriate for minors.

6. Content Submissions

(a) By submitting or uploading materials to the Benthic Canada website or any of the products or services available therein, you automatically grant (or warrant that the owner of such materials expressly grants) Benthic Canada a world-wide, perpetual, royalty-free, irrevocable and non-exclusive right and license to use, copy, adapt, transmit, communicate, publicly display and perform, distribute and create compilations and derivative works from such submitted materials, for the purposes of publishing and promoting such materials. Such license shall apply with respect to any form, media, or technology now known or later developed. In addition, you warrant that all "moral rights" in such materials have been waived.

(b) If you are a minor, you must have permission from your parent or guardian to submit or upload materials to the Benthic Canada website or any of the products or services available therein. Benthic Canada may request a parent's or guardian's email address from anyone who provides any materials for the purpose of verifying with the parent or guardian that he/she has in fact given permission. In the event that material is submitted or uploaded without permission, all material will be removed immediately and without notice to you.

(c) Benthic Canada cannot be responsible for the content or accuracy of any information, and will not be responsible for any reliance or decisions made based on such information.

(d) You may not post, transmit, link to, or otherwise distribute any information, materials or content that do not generally pertain to the Benthic Canada website or any of the products or services available therein.

(e) Use of the Benthic Canada website or any of the products or services available therein for commercial purposes of any kind is strictly prohibited.

(f) Benthic Canada reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of these terms and conditions.

7. Links to External Content

(a) Certain links on the Benthic Canada website or any of the products or services available therein may take you to other Internet websites. Benthic Canada provides these links only as a convenience and not as an endorsement by Benthic Canada.

(b) These linked sites are not necessarily under the control of Benthic Canada. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements.

(c) Benthic Canada makes no representation or warranty regarding, and does not endorse, any linked site or the content, products or services appearing thereon. Accordingly, you agree that Benthic Canada will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from the Benthic Canada website or any of the products or services available therein.

8. Dealing with Third Parties

(a) You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, the Benthic Canada website or any of the products or services available therein, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties.

(b) Benthic Canada assumes no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be yours alone.

(c) You agree that Benthic Canada shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions.