Keyword Social User Agreement/Disclaimer

The Keyword Social Web Site (the "Site") is an online information service provided by Keyword Social ("Keyword Social"), subject to your compliance with the terms and conditions set forth below. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. KEYWORD SOCIAL MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Copyright, Licenses and Submissions.

All information, software, HTML, graphics or other material (collectively, "Content") on the Site are protected by international copyright and trademark laws and may not be copied or reproduced without the express written permission of Keyword Social, with the sole exception of copying, downloading or printing one copy of the material on one computer for your own personal, non-commercial use only. All Content is copyrighted as a collective work under Canadian copyright laws, and Keyword Social owns a copyright in the selection, coordination, arrangement and presentation of such Content.

Use of any of the Content on the Site for any other purpose than your own personal, non-commercial use is strictly prohibited. YOU MAY NOT OTHERWISE MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, ENTER INTO A DATABASE, CREATE DERIVATIVE WORKS, OR DISTRIBUTE, IN WHOLE OR IN PART, IN ANY MANNER, THE CONTENT ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE.

Keyword Social reserves the right to pursue any and all legal and equitable remedies available to us against any web site, message board, newsgroup, newsletter, periodical or other such entity found to be containing any of the Site's Content in violation of copyright laws, as well as any individual(s) found to be responsible for submitting, posting, transmitting, distributing or otherwise providing the Site's Content to any of the aforementioned entities, whether in violation of copyright laws, the terms and conditions of this Agreement, or both.

SUBMISSIONS
You agree to grant to Keyword Social a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, reproduce, distribute, publish, create derivative works from and publicly display any materials and information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any area of the Site for any and all commercial and non-commercial purposes. Any materials submitted, posted, uploaded or otherwise communicated to the Site become the copyrighted property of Keyword Social. You acknowledge that you are responsible for whatever material you submit, and that you, not Keyword Social, have full responsibility for the submission, including its legality, reliability, appropriateness, originality, and copyright. You agree that you shall have no recourse against Keyword Social for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Keyword Social.

TRADEMARKS
Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or servicemarks of Keyword Social. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

2. Use of the Site.

You understand that, except for information, products or services clearly identified as being supplied by Keyword Social, Keyword Social does not operate, control or endorse any information, products or services on the Internet in any way. Except for Keyword Social-identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties, that are not affiliated with Keyword Social. You also understand that Keyword Social cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. KEYWORD SOCIAL PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SITE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY, AND KEYWORD SOCIAL SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY. KEYWORD SOCIAL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

You acknowledge that Keyword Social has the right in their sole discretion to pre-screen and/or refuse any information or material that you submit, post, email, upload or otherwise communicate to the Site, and to remove any Content from the Site that violates these Terms and Conditions or is otherwise objectionable.

You acknowledge, consent and agree that Keyword Social may access, preserve and disclose any information or material provided to Keyword Social, including any personal information, if required by law or in a good faith belief that doing so is reasonably necessary to (a) comply with legal process; (b) enforce and/or investigate these Terms and Conditions; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property and safety of Keyword Social, its users and the public as required or permitted by law.

LIMITATION OF LIABILITY
IN NO EVENT WILL KEYWORD SOCIAL BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SITE, OR DOWNLOADED FROM THE SITE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF KEYWORD SOCIAL OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, KEYWORD SOCIAL LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Keyword Social makes no representations whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-Keyword Social web site, please understand that it is independent from Keyword Social, and that Keyword Social has no control over the content on that web site. In addition, a link to a web site does not mean that Keyword Social endorses or accepts any responsibility for the content, or the use, of such web site.

3. Indemnification.

You agree to indemnify, defend and hold harmless Keyword Social, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Site.

4. Third Party Rights.

The provisions of paragraphs 2 (Use of the Site), and 3 (Indemnification) are for the benefit of Keyword Social and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

5. Termination of this Agreement.

This Agreement may be terminated by either party without notice at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses and Submissions), 2 (Use of the Site), 3 (Indemnification), 4 (Third Party Rights) and 6 (Miscellaneous) shall survive any termination of this Agreement.

You may terminate this agreement at any time, by destroying all materials obtained from Keyword Social, along with all related documentation and all copies and installations.

Keyword Social may terminate this agreement and revoke your user account(s) at any time and without notice, if, in its sole judgment, you breach any term or condition of this Agreement. Upon termination, you must destroy all materials obtained from Keyword Social. Refunds, in the case of any payments made for premium service or access to the Site, will be given only at the sole discretion of Keyword Social.

6. Miscellaneous.

This site is created and controlled by Keyword Social, from its offices in the province of Ontario, Canada. As such, these disclaimers, terms and conditions shall all be governed and construed in accordance with the laws of the Province of Ontario, without giving effect to any principles of conflicts of laws. You agree that any legal action or proceeding between Keyword Social and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or provincial court of competent jurisdiction sitting in the Province of Ontario. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

Keyword Social's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Keyword Social may assign its rights and duties under this Agreement to any party at any time without notice to you.

If any provision of this agreement is unlawful, void or unenforceable, it will not affect the validity and enforceability of any remaining provisions.

Keyword Social may revise these Terms and Conditions at any time and without notice to you by simply updating this web page. You should visit this page from time to time to review the current Terms and Conditions because they are binding on you. Certain provisions of these Terms and Conditions may be superseded by expressly designated legal notices or terms located on other pages at this Site.

IF YOU DO NOT AGREE TO THE TERMS STATED ABOVE OR ANY CHANGES KEYWORD SOCIAL MAKES IN THESE TERMS, PLEASE EXIT THE SITE IMMEDIATELY.

Any rights not expressly granted herein are reserved.