CMDF : Our Fund

CANADIAN MEDICAL DISCOVERIES FUND INC. WEB SITE USE AGREEMENT

THIS VERSION IN EFFECT SINCE FEBRUARY 5th, 2001

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF THE CANADIAN MEDICAL DISCOVERIES FUND INC. ("CMDF") WEB SITE (THE "WEB SITE"). IT EXEMPTS CMDF AND OTHERS FROM LIABILITY OR LIMITS THEIR LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ. EACH TIME YOU USE THE WEB SITE YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH EACH PROVISION OF THIS AGREEMENT EACH TIME YOU USE THE WEB SITE, YOU MAY NOT USE THE WEB SITE.

EACH TIME YOU USE THE WEB SITE, THE TEXT OF THIS AGREEMENT AS IT THEN READS WILL GOVERN YOUR USE. ACCORDINGLY, WHEN YOU USE THE WEB SITE YOU SHOULD CHECK THE EFFECTIVE DATE OF THIS AGREEMENT AND REVIEW ANY CHANGES SINCE THE LAST VERSION.

This Agreement contains the following provisions:

Permitted Users
Your Acceptance of this Agreement
Changes to this Agreement
Termination of this Agreement and the Web Site
No Advice or Solicitation
Disclaimer, Liability Exclusion, Liability Limitation, Release and Indemnity
Privacy
Governing Law and Dispute Resolution
Ownership and Use of the Web Site and Its Content
Trade-mark Information
Other Sites
Linking and Framing the Web Site
Unsolicited Submissions
Other Matters

1. PERMITTED USERS
The Web Site and its content are intended to be used or viewed only by persons located in Provinces and Territories of Canada where CMDF services and products may lawfully be distributed, and therein only by persons who have reached the age of majority in their jurisdictions and who can form legally binding contracts under applicable law. The services and products of CMDF are not available to persons resident or located in the United States or any other jurisdiction outside Canada, and the Web Site and its content are not intended for persons resident or located in those jurisdictions. It is solely your responsibility to determine whether your use of the Web Site is lawful, and you must comply with all laws applicable in your jurisdiction.

2. YOUR ACCEPTANCE OF THIS AGREEMENT
This Agreement is an agreement between you and CMDF and governs your use of the Web Site. Each time you use the Web Site, you signify your acceptance and agreement, and the acceptance and agreement of any person you purport to represent (and for purposes of this Agreement, "person" includes any type of incorporated or unincorporated entity), without limitation or qualification, to be bound by this Agreement, and you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any person you purport to represent. If you do not agree with each provision of this Agreement, or you are not authorized to agree to and accept this Agreement, or you do not have the legal authority to agree to and accept this Agreement, then you may not use the Web Site.

3. CHANGES TO THIS AGREEMENT
You may not change, supplement, or amend this Agreement in any manner. CMDF may, in its sole discretion, change, supplement or amend this Agreement as it relates to your future use of the Web Site from time to time, for any reason, and without any prior notice or liability to you or any other person.

4. TERMINATION OF THIS AGREEMENT AND THE WEB SITE
If you breach any provision of this Agreement, then you may no longer use the Web Site.

CMDF may, in its sole discretion, change, suspend, or terminate, temporarily or permanently, the Web Site or any part of it at any time, for any reason, without any prior notice or liability to you or any other person.

If this Agreement is terminated by you or by CMDF for any reason, then this Agreement will continue to apply and be binding upon you in respect of your prior use of the Web Site.

5. NO ADVICE OR SOLICITATION
The Web Site and its content are for informational or demonstrative purposes only. The Web Site and its content are not intended to be a comprehensive or detailed statement concerning the matters addressed; investment, tax, banking, accounting, legal or other professional or expert advice; or an offer to sell or a recommendation to buy or sell any stock, bond, or other financial instrument, or any product or service. You should seek professional advice before acting or omitting to act based upon any information provided by this Web Site.

6. DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION, RELEASE AND INDEMNITY
CMDF strives to make your use of the Web Site a useful and informative experience. Nevertheless, CMDF and its service providers (collectively, the "Providers") do not accept any liability for your use of the Web Site. For that reason, the following provisions apply to your use of the Web Site:

DISCLAIMER
YOUR USE OF THE WEB SITE IS AT YOUR OWN RISK.

THE WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE HEREBY DISCLAIMED BY CMDF AND THE PROVIDERS TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU ARE SOLELY RESPONSIBLE FOR PROVISIONING, CONFIGURING AND MAINTAINING ALL EQUIPMENT AND SOFTWARE YOU USE OR ALLOW OTHERS TO USE IN CONNECTION WITH THE WEB SITE, INCLUDING ALL COMPUTERS AND RELATED EQUIPMENT AND SOFTWARE.

THE OPERATION OF THE WEB SITE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND CMDF'S CONTROL. THE OPERATION OF THE WEB SITE MAY NOT BE CONTINUOUS OR UNINTERRUPTED OR SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED.

IN NO EVENT WILL CMDF BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSSES SUFFERED AS A RESULT OF THE OPERATIONAL FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, AMENDMENT OR WITHDRAWAL OF THE WEB SITE.

THROUGH YOUR USE OF THE WEB SITE, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN OR CONTINUE COMMERCIAL TRANSACTIONS WITH OTHER PERSONS. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. CMDF IS NOT A PARTY TO ANY SUCH TRANSACTIONS AND DISCLAIMS ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.

CMDF AND THE PROVIDERS ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM OR RELATED TO ANY MISPRINTS OR ERRORS ON THE WEB SITE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CMDF AND THE PROVIDERS MAKE NO REPRESENTATION, WARRANTY OR CONDITION THAT:

THE WEB SITE WILL MEET YOUR REQUIREMENTS OR WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT, AND SOFTWARE;
THE WEB SITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED;
THE WEB SITE, THE INFORMATION OBTAINED THROUGH THE WEB SITE, OR ANY RESULTS THAT MAY BE OBTAINED THROUGH THE USE OF THE WEB SITE OR THE INFORMATION WILL BE ACCURATE, COMPLETE, RELIABLE, TIMELY, OR AUTHENTIC;
THE QUALITY OF ANY SERVICES, INFORMATION OR OTHER MATERIALS OBTAINED THROUGH THE WEB SITE WILL MEET YOUR EXPECTATIONS;
THE USE OF THE WEB SITE, INCLUDING THE BROWSING AND DOWNLOADING OF ANY MATERIALS FROM THE WEB SITE, WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS OR BUGS;
THE USE OF THE WEB SITE WILL NOT INFRINGE THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON;

AND CMDF AND THE PROVIDERS DISCLAIM ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.

LIABILITY EXCLUSION
CMDF AND THE PROVIDERS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, IN CONNECTION WITH, OR RELATING TO THE USE OF THE WEB SITE BY YOU OR ANY OTHER PERSON, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY CMDF OR THE PROVIDERS OR ANY OTHER PERSON FOR WHOM ANY OF THEM IS RESPONSIBLE, AND NOTWITHSTANDING THAT CMDF OR THE PROVIDERS MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON.

LIABILITY LIMITATION
IN NO EVENT WILL CMDF AND THE PROVIDERS EVER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY CMDF OR THEPROVIDERS OR ANY PERSON FOR WHOM EITHER CMDF OR THE PROVIDERS ARE RESPONSIBLE, IN AN AMOUNT EXCEEDING $25 (CDN) OR THE PRO-RATED AMOUNT YOU PAID TO CMDF FOR THE USES OF THE WEB SITE WHICH ARE THE SUBJECT OF THE CLAIM, WHICHEVER IS LESS.

RELEASE
YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE CMDF AND THE PROVIDERS AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE WEB SITE.

INDEMNITY
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD CMDF AND THE PROVIDERS AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM OR DEMAND ARISING OUT OF, RELATED TO, OR CONNECTED WITH YOUR USE OF THE WEB SITE. YOU WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY THE INDEMNIFIED PARTIES IN THE DEFENCE OF ANY SUCH CLAIM OR DEMAND.

ADVICE AND INFORMATION PROVIDED BY CMDF OR THE PROVIDERS OR THEIR REPRESENTATIVES, OR THROUGH THE WEB SITE, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY OR CONDITION OR VARY OR AMEND THIS AGREEMENT, INCLUDING THE ABOVE DISCLAIMERS, LIABILITY EXCLUSIONS, LIABILITY LIMITATIONS, RELEASE AND INDEMNITY PROVISIONS, AND YOU MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION.

The exclusion of certain warranties and the limitation of certain liabilities is prohibited by legislation in some jurisdictions. Such legislative limitations may apply to you.

The disclaimer, liability exclusion, liability limitation, release, and indemnity provisions in this Agreement survive the termination of this Agreement

7. PRIVACY
CMDF does not collect, use, or disclose your personal information without your prior consent. The Canadian Medical Devices Fund Inc. Privacy Policy is available here. CMDF may change the Privacy Policy from time to time in its sole discretion without any prior notice or liability to you or any other person. By accepting this Agreement, and each time you use the Web Site, you consent to CMDF's collection, use and disclosure of your personal information in accordance with the Privacy Policy as it then reads without any further notice or liability to you or any other person.

8. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement, your use of the Web Site, and all related matters are governed solely by the laws of the Province of Ontario, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.

Any dispute between CMDF and you or any other person arising from, in connection with or relating to the Web Site, this Agreement, or any related matters must be resolved before the Courts of the Province of Ontario, Canada sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute.

Any claim or cause of action you may have arising from, in connection with, or relating to your use of the Web Site, this Agreement, or any related matters must be commenced in a court of competent jurisdiction in Toronto, Ontario, Canada within one (1) year after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statute or law to the contrary.

9. OWNERSHIP AND USE OF THE WEB SITE AND ITS CONTENT
The Web Site and all of its content, including data, photographs, images, icons, software, and other elements, are owned or licensed by CMDF or its suppliers. The Web Site and all of its content are protected by domestic and international copyright, trade-mark, and other laws. Without limiting the above, the entire content of the Web Site is, under domestic and international copyright laws, a collective work owned by CMDF Your use of the Web Site and its content does not transfer to you any ownership or other rights in the Web Site or its content.

The Web Site and its content may not be used for any purpose not expressly permitted by this Agreement. In particular, except as expressly stated otherwise in this Agreement, the Web Site and its content may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, or distributed in any way, in whole or in part, without the express prior written consent of Web Site. You may not use any of the software that is used in the operation of the Web Site except while you use the Web Site. You may not copy any of the software used in the operation of the Web Site. You may not reproduce, copy, duplicate, sell, or resell any part of the Web Site or access to the Web Site.

You may access and browse the Web Site using a commercially available, SSL-capable Web browser. You may print or download the pages of the Web Site and its content for your personal, non-commercial use, provided that you do not modify any of the Web pages or content and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers.

10. TRADE-MARK INFORMATION
CMDF logo (Canadian trademark registration No. TMA458,523), CMDF, Canadian Medical Discoveries Fund Inc., Canadian Medical Discoveries Fund, FDMC logo, FDMC, Fonds de DŽcouvertes MŽdicales Canadiennes Inc., Fonds De DŽcouvertes MŽdicales Canadiennes are registered and unregistered trade-marks, service-marks and trade-names owned by CMDF. Other product and company names and logos appearing on the Web Site may be registered and unregistered trade-marks, service-marks or trade-names of their respective owners.

Any use of the trade-marks, service-marks, trade-names and logos (collectively the "Marks") displayed on the Web Site, except as expressly provided in this Agreement, is strictly prohibited. Nothing appearing on the Web Site or elsewhere will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Web Site.

11. OTHER SITES
The Web Site may include advertisements for, and links to, other Web sites and businesses operated by third parties ("Other Sites"). Other Sites are independent from CMDF, and CMDF has no responsibility or liability for or control over Other Sites, their business, goods, services, or content. Links to Other Sites are provided solely for your convenience. CMDF does not sponsor or endorse any Other Sites or their content or the goods or services available through those sites. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you may not make any claim against CMDF arising out of your use of any Other Sites or your dealings with the owners or operators of any Other Sites. As between you and CMDF, the provisions of this Agreement under the section headed Disclaimer, Liability Exclusion, Liability Limitation, Release and Indemnity apply, with all necessary modifications, to your access to and use of any Other Sites and their business, goods, services, and content.

12. LINKING AND FRAMING THE WEB SITE
Any links to the Web Site or its content without the express permission of CMDF are strictly prohibited. To request permission to link to the Web Site, please contact information@cmdf.com. CMDF reserves the right to cancel and revoke any permission it may give to link to the Web Site at any time, for any reason, and without any notice or liability to you or any other person.

The framing of the Web Site or any of its content in any form and by any method is strictly prohibited.

13. UNSOLICITED SUBMISSIONS
CMDF does not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names. The purpose of this policy is to avoid potential misunderstandings or disputes. Accordingly, please do not send any unsolicited ideas, suggestions or other materials ("Submissions") to CMDF.

If you send Submissions to CDMF or the Web Site, you automatically grant to CMDF and its assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, sub-licensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of CMDF or its assigns, and you agree, represent and warrant that all moral rights in the Submissions are waived.

14. OTHER MATTERS
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of this Agreement and shall not affect the validity and enforceability of any remaining provisions.

No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.

This Agreement as amended from time to time by CMDF constitutes the entire agreement between you and CMDF relating to your use of the Web Site and supersedes all previous agreements, written, oral or otherwise, between you and CMDF with respect to your use of the Web Site.

The provisions of this Agreement will enure to the benefit of and be binding upon CMDF and its service providers and their respective successors and assigns, and you and your heirs, executors, administrators, successors and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express written consent of CMDF, which may be withheld in CMDF's sole discretion. CMDF and its service providers may assign this Agreement and their respective rights and obligations under this agreement without your consent.

The parties to this Agreement have expressly requested and required that this Agreement, and all other related documents, be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient rediges en anglais.

Any rights not expressly granted by this Agreement are reserved to CMDF.