Terms and Conditions
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PLEASE READ CAREFULLY

THE TERMS AND CONDITIONS UNDER WHICH SERVICE WILL BE PROVIDED ARE SET OUT BELOW. BY COMPLETING THE ONLINE ENROLLMENT PROCESS, SERVICE SUBSCRIBER AGREES TO THESE TERMS AND CONDITIONS JUST AS IF IT MANUALLY SIGNED A CONTRACT CONTAINING THEM. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEN CLICK THE BACK BUTTON ON YOUR BROWSER AND INDICATE YOUR COMPANY ACCEPTS AND AGREES TO THESE TERMS AND CONDITIONS.

Migra's Canadian Export Guide ("Service") is an electronic data reference service which is provided by Migra International Ltd. ("MIGRA") and made available through its web site. It allows authorized subscribers to access the Service for the purpose of referencing information concerning documentation, regulations and contact information. Access to and use of the Service by persons who use Subscriber's User ID Number and password to access the Service ("Authorized Users"), will be subject to the following terms and conditions:

1 - CHARGES AND PAYMENT

a. Use by Subscriber of the Service will result in yearly subscription fees billed by MIGRA and paid to MIGRA at rates specified in the online Registration Information for the Service. Such charges will be billed to and paid by the authorized Subscriber.

b. Subscriber will be responsible for all charges resulting from use of Subscriber's Service account, including unauthorized use prior to Subscriber's notifying MIGRA of such use and taking steps to prevent a recurrence by changing its password. MIGRA reserves the right to change prices or institute new charges for access to or use of the Service at any time by posting such changes online on the MIGRA web site at least thirty (30) days before the new prices become effective. Subscriber is responsible for reviewing pricing information posted on the web site regularly to obtain timely notice of such changes. Continued use of the Service after changes are posted constitutes acceptance by Subscriber of the prices as modified by the posted changes.

c. Subscriber is responsible for providing and maintaining a personal computer and modem and Internet services (including browser software) required for accessing and using the Service. Subscriber will pay the service providers separately for all telecommunications and Internet service fees and charges incurred by it in accessing the Service.

2 - TERM & AMENDMENT

Unless earlier terminated as provided herein, this Agreement will continue until terminated by Subscriber, or by MIGRA upon thirty (30) days' prior notice. Notwithstanding the foregoing, in the event either party should for any reason be dissatisfied with the quality of the Service, either party may require, upon ten (10) days' prior notice, that this Agreement be terminated. In addition, MIGRA may suspend use of all or any portion of the Service without notice in the event of a breach of this Agreement by Subscriber (including failure to timely pay) and may terminate this Agreement if the breach is not cured within fifteen (15) days after notice to Subscriber.

3 - LIMITED WARRANTY

a. THE SERVICE AND ANY SUPPORT THEREOF, IF ANY, ARE PROVIDED "AS IS". SUBSCRIBER HEREBY WAIVES ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. CLIENT FURTHER AGREES THAT MIGRA WILL NOT BE LIABLE FOR ANY CLAIM OR CAUSE, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, WHICH ARISES OUT OF OR RESULTS FROM THE PROVISION OR USE OF THE SERVICE OR ANY SUPPORT THEREOF.

b. SUBSCRIBER IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO ITS OPERATIONS WHICH COULD BE CAUSED BY DEFECTS, INTERRUPTIONS, OR MALFUNCTIONS OF THE SERVICE AND ASSUMES THE RISK OF SUCH OCCURRENCES. MIGRA DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION OR MATERIALS ACCESSED BY USE OF THE SERVICE. SUBSCRIBER IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES TO ENSURE THE ACCURACY OF DATA INPUT.

4 - LIMITATIONS OF LIABILITY

MIGRA NOR ANY OF ITS RESPECTIVE SUPPLIERS WILL BE LIABLE TO SUBSCRIBER FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE PROVISION OR FAILURE TO PROVIDE THE SERVICE TO SUBSCRIBER (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE LIABILITY OF MIGRA AND ITS RESPECTIVE SUPPLIERS FOR ANY OTHER TYPES OF DAMAGES ARISING FROM THIS AGREEMENT OR THE USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING CLAIMS OF NEGLIGENCE, WILL NOT EXCEED, IN THE AGGREGATE: THE TOTAL AMOUNT PAID WITH RESPECT TO SUBSCRIBER'S USE OF THE SERVICE FOR THE THREE (3) MONTHS PRECEDING THE EVENT WHICH IS THE CAUSE OF LIABILITY.

5 - FORCE MAJEURE

Except for the failure to make payments when due, neither Subscriber, nor MIGRA will be liable under these terms and conditions or otherwise with respect to the Service by reason of any failure in performance of these terms and conditions if the failure arises out of any cause beyond the reasonable control of that party

6 - NOTICES & BUSINESS RECORDS

a. Any Notice which is required or permitted to be given by any party under this Agreement must be in writing and may be given by personal delivery, by certified mail or by electronic transmission (i.e., telex, cable, fax or electronic mail) properly addressed to the receiving party. All notices will be effective upon the date of receipt.

b. No party will contest the validity, enforceability or admissibility of hard copy printouts of this Agreement or notices submitted pursuant to this Agreement. Copies of this Agreement or any notices submitted under this Agreement, if introduced as evidence in tangible form in any judicial or administrative proceedings, will be admissible to the same extent and under the same conditions as other business records originated and maintained in documentary form

7 - USE OF THE SERVICE

a. Use of the Service is subject to all laws and government regulations and to MIGRA standard conditions of use applicable to the Service. Subscriber is solely responsible for all information or content provided to MIGRA in connection with the Service. Subscriber represents to MIGRA that Subscriber has all necessary rights to use all such material. MIGRA reserves the right to reject for posting or to remove any materials which do not comply with the requirements of this Section 7.a.

b. Subscriber will indemnify and hold harmless MIGRA from any demands, claims, actions or causes of action, assessments, losses, damages, costs, expenses, judgments, awards, fines, amounts paid in settlement and other liabilities arising from (a) the unlawful, improper or unauthorized use of the Service, (b) errors or omissions in any information content made available to MIGRA in connection with the Service, or (c) alleged copyright or other intellectual property rights infringement, defamation or other tort on account of information content provided to MIGRA.

c. A username and password is required for each office / location to use the Service, which the Subscriber will receive through the Service's registration process. The Subscriber is entirely responsible for maintaining the confidentiality of the password and is responsible for all activities that occur under the Subscriber's password. THE SUBSCRIBER AGREES NOT TO SHARE THE USERNAME AND PASSWORD AND AGREES TO ONLY USE SAME FOR ITS OWN ACCOUNT. EVERY OFFICE LOCATION MUST HAVE ITS OWN USERNAME AND PASSWORD. IT IS NOT PERMITTED TO SHARE THE SAME USERNAME AND PASSWORD WITH OTHER LOCATIONS AND MAY RESULT IN IMMEDIATE SUSPENSIONOF THE SERVICE WITHOUT NOTICE OR REFUND. MIGRA RESERVE THE RIGHT TO IMMEDIATELY SUSPEND MISUSED ACCOUNTS WITHOUT NOTICE OR REFUND.The Subscriber agrees to notify MIGRA immediately of any unauthorized use of the Subscriber's password or any other breach of security. MIGRA will NOT be liable for any loss or damage arising from the Subscribers failure to protect the password.

d. The Service is the copyrighted work of MIGRA and is made available for use by the Subscriber. Subscriber agrees that reproduction or redistribution in whole or part without permission is prohibited by law.

8 - MODIFICATIONS OF TERMS

MIGRA may change these terms and conditions at any time by posting notice of such change on the web site for a period of five (5) consecutive days. Subscriber is responsible for regularly reviewing information posted online to obtain timely notice of such changes. Continued use of the Service after such notice will constitute acknowledgment and acceptance of the revised terms and conditions.

9 - GENERAL

a. Subscriber's use of its user ID and password constitutes Subscriber's continuing acceptance of the terms and conditions of this Agreement.

b. MIGRA may include Subscriber's name and contact information in directories of its service subscribers. However, MIGRA is not authorized to use Subscriber's name, trademarks, logos or other identifying information in any other advertising or promotional materials without its prior consent.

c. This Agreement shall be treated as though it were executed and performed in the Province of Ontario and shall be governed by and construed in accordance with the laws of Canada and the Province of Ontario, excluding its conflict-of-laws provisions. All legal proceedings arising out of or in connection with this Agreement or the Services shall be brought solely in the provincial or federal courts of Canada, and Subscriber expressly submits to the jurisdiction of said courts. Any cause of action arising out of this Agreement must be instituted within one (1) year after the cause of action first accrues or the suit will be barred.

d. This Agreement is for the sole benefit of Subscriber and MIGRA and nothing herein expressed or implied shall give to any other person any legal or equitable rights here under except that the provisions of Sections 3, 4 and 7 are for the benefit of MIGRA, its employees, agents, contractors, information providers, licensors and other suppliers, each of whom shall have the right to assert and enforce these provisions directly on its own behalf. Sections 3, 4 and 7 will survive any termination of this Agreement

e. This Agreement contains the complete and exclusive agreement of the parties with respect to the matters covered. No waiver, alteration or modification of any of the provisions of this Agreement will be binding unless made in accordance with the provisions of Section 8 or expressly agreed to in a writing signed by the party to be bound. If Subscriber issues a purchase order or other similar document, it will be for Subscriber's internal purposes only, and, therefore, even if it is acknowledged by MIGRA, the terms and conditions of such purchase order or similar document will have no effect on this Agreement.

PLEASE TAKE NOTE OF YOUR USER ID AND PASSWORD AND STORE SUCH INFORMATION IN A SECURE PLACE.

PROTECT YOUR PASSWORD AGAINST DISCLOSURE TO UNAUTHORIZED USERS.

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