Web Site User Agreement

This Web Site User Agreement ("Agreement") sets forth the terms and conditions that govern your use of the MBM & Co. / Marusyk Miller & Swain, LLP (collectively "MBM") web site (the "Web Site").

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE WEB SITE.

TO USE THE WEB SITE YOU MUST BE AT LEAST 19 YEARS OF AGE AND ABLE TO FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. ADDITIONALLY, YOU MUST NOT BE IN A JURISDICTION WHERE ACCESS TO AND/OR USE OF THE WEB SITE IS PROHIBITED. BY ACCESSING OR USING THE WEB 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 WEB SITE. MBM MAY MODIFY THIS AGREEMENT FROM TIME TO TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON THEIR BEING POSTED ON THE WEB SITE. BY ACCESSING OR USING THE WEB SITE YOU AGREE THAT SUCH ACCESS SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Agreement.

This agreement, created between you and MBM, governs your use of the Web Site and is legally binding upon you.

2. Use of the Site.

You understand that, apart from information or services clearly identified as being provided by MBM, MBM does not have any control over or in any way endorse information, products or services on the Internet. Apart from content clearly identified on the Web Site as being provided by MBM, all other information and services are offered through the Web Site by third parties that are not affiliated with MBM. The MBM Web Site provides links to certain third party Web sites solely for your convenience; however, when you click on a third party link, you leave the MBM Web Site and become subject to the policies governing the other Web site.

No linking to, or other use of this Web Site not provided for here or in the Privacy Policy may be made without the prior express written consent of MBM. Please contact info@mbm.com if you have any questions in this regard.

3. Disclaimer of Professional Services

Materials available to you on this Web Site are intended to be for informational purposes only. In no way does this information constitute legal advice or a legal opinion with which you should base your business, or any other decisions. Use of the Web Site is at your own risk and does not in any way grant you the protection afforded by solicitor-client privilege.

The law is constantly evolving and each jurisdiction has its own laws and regulations that govern every legal problem. Information provided by this Web Site may be fact and jurisdiction specific and should not therefore be relied upon as true or accurate. You should not act or rely on any information on this Web Site without seeking the advice of a competent professional agent and/or other individual licensed to practice law in your jurisdiction.

The content of the Web Site does not necessarily reflect the views of our clients.

4. Relationship

This Agreement shall not be construed to create a solicitor-client, client, fiduciary, partnership, franchise, employment or agency relationship.

5. Intellectual Assets and Permitted Use

The Web Site contains information proprietary to MBM ("Information") including but not limited to (i) the Web Site look, feel and embodied know-how, ideas and concepts; (ii) any intellectual assets, whether registered or not, including but not limited to, trademarks belonging to MBM; and (iii) the Web Site content, whether or not it is protected under copyright law.

The Web Site is made available to you on the basis that it be used lawfully for personal, non-commercial use only. Beyond personal use, the Web Site may not be reproduced, published, distributed in any way, posted, sold, copied, imitated, transmitted, uploaded or disposed of in any manner whatsoever without the express prior written consent of MBM. This Web Site was created by MBM & Co. / Marusyk Miller & Swain, LLP. © 2002 MBM & Co. / Marusyk Miller & Swain, LLP. All rights are reserved.

Unlawful use of the Web Site is strictly prohibited and shall constitute infringement of MBM’s rights and is punishable by law.

6. Privacy

Please consult the MBM & Co. / Marusyk Miller & Swain, LLP Privacy Policy for information regarding MBM’s privacy policy.

7. Liability Exclusion and Disclaimer of Warranty

THE WEB SITE IS PROVIDED ON AN "AS IS" BASIS, AND AS SUCH, UNDER NO CIRCUMSTANCES SHALL MBM OR ANYONE ELSE WHO HAD BEEN INVOLVED IN THE CREATION, PRODUCTION, DISTRIBUTION OR DELIVERY OF THE WEB SITE, BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RESULTING FROM THE USE OF THE WEB SITE AND ITS CONTENT BY YOU OR ANY OTHER PERSON, WHETHER IN AN ACTION IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, PUBLICITY RIGHTS OR INVASION OF PRIVACY.

MBM FURTHER DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, PERFORMANCE, AVAILABILITY, ACCURACY AND/OR COMPLETENESS. ALL WARRANTIES DISCLAIMED HEREIN ARE DONE SO TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

MBM CANNOT AND DOES NOT WARRANT THAT DOCUMENTS AVAILABLE FOR DOWNLOADING ON OR THROUGH THE SITE WILL BE FREE FROM DEFECTS, INCLUDING BUT NOT LIMITED TO, VIRUSES OR ANY OTHER CODE THAT MANIFESTS AND/OR TRANSMITS CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE FOR SUFFICIENTLY PROTECTING YOURSELF FROM ANY POSSIBLE DAMAGES ARISING FROM USE OF THE WEB SITE.

8. Binding Effect

This Agreement shall inure to the benefit of and shall be binding upon each of MBM and its successors and assigns, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. This Agreement may not be assigned without the prior express written consent of MBM.

9. Severability

If any provision of this Agreement is held invalid under applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision. Furthermore, all terms and conditions of this Agreement will be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect.

10. Governing Law

This Agreement shall be interpreted and construed in accordance with the local internal laws of the Province of Ontario and where necessary in accordance with the laws of Canada and without application of the rules regarding conflict of laws.

11. Entire Agreement

This Agreement constitutes the entire understanding of the parties hereto and supersedes any and all prior or contemporaneous representations or agreements relating to the subject matter herein, whether written or oral, among the parties, and cannot be changed or modified unless in writing and signed by both the parties hereto.

12. Waiver

No term or provision of this Agreement shall be deemed waived and no breach excused unless the waiver or consent is made in writing and signed by the party claiming to have waived or consented to it.

13. Notice

Whenever notice is required to be given in writing, notice shall be deemed given when mailed by postage prepaid first class, express mail, or hand delivered to MBM.

14. Headings

The headings used herein are intended solely for ease of reference, and are not intended to describe, construe or interpret this Agreement.

15. Construction

The parties acknowledge that the party who has taken the role of drafter shall not suffer any adverse construction of any terms or language of this Agreement because of such role.

16. Surviving Rights

All articles and paragraphs shall survive the termination or expiration of this Agreement which, due to their content, necessarily survive termination of this Agreement.

17. Language

The parties have requested that this Agreement and all related documents be drawn up in the English language. Les Parties aux présentes ont expressément requis que cette entente soit rédigée en anglais.If you have any questions regarding this Agreement, please contact us at info@mbm.com.