Terms of Service By using SpokenSkills you accept our Terms of Service below. SpokenSkills takes your privacy very seriously. We will not rent, sell or share your information with other people or companies other than selected clients possibly interested in your services. You must be over 18 years old to use our service. Terms of Service Please read these terms and conditions carefully before using SpokenSkills, SpokenTest, EnglishPresentations web sites (together herein referred to as "InSpot Sites") or any other website services provided to you by InSpot as they contain binding legal terms and obligations and limitations of InSpot's liability and disclaimers. 1. Acceptance of Terms All website services provided to you by InSpot Development Inc., and any of its respective affiliates, related companies, unaffiliated partners and/or licensors (together herein referred to as " InSpot " or "we") are provided to you subject to the following terms and conditions of service. By using any InSpot websites (each an "InSpot Site" and collectively, the "InSpot Sites") or any products, content or other services available on an InSpot Site (each a "Service" and collectively, the "Services"), including Services offered on a payment basis (each a "Paid Service" and collectively, "Paid Services"), 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 InSpot Site or Service (collectively the "Terms and Conditions"), all as may be modified by InSpot in accordance with these Terms and Conditions. These Terms and Conditions, along with any modifications or additional or alternate terms or conditions referred to, including those related to your agreement to use a Paid Service (a "Paid Services Agreement"), shall be the entire agreement between you and InSpot and any prior communications between you and InSpot (including, for example, e-mails) do not form part of these Terms and Conditions. If you do not agree with these Terms and Conditions, you may not use InSpot Sites or any of the Services. 2. Your Registration Obligations In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services' registration form (such information being the "Registration Data"); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and (c) agree to pay all fees, including applicable taxes, incurred in connection with your use of any Paid Service. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). During registration, you will be asked to provide an e-mail address and to create your own password. The e-mail address will become your user identification ("User ID").You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify InSpot of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. InSpot cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2. 3. InSpot Privacy Policy Registration Data and certain other information about you are subject to our Privacy Policy. For more information, please see our Privacy Statement . You agree that InSpot has the right, but not the obligation, to monitor the InSpot Sites and the Services electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate an InSpot Site or any of the Services properly, or to protect itself or its users in accordance with the Privacy Policy and applicable privacy legislation. 4. User Conduct All information, data, text, software, sound, photographs, graphics, images, video, messages, ideas, reviews, opinions, suggestions or other materials on an InSpot site ("Content"), submitted by a user, whether publicly or privately posted, e-mailed, transmitted, uploaded or otherwise submitted to InSpot, an InSpot Site or the Services ("Submitter Content") is the sole responsibility of the person from which such Submitter Content originated and any such post, e-mail, transmission, uploading or other submission of such Submitter Content is subject to the Submission Release Terms and Conditions referred to in Section 5 below. In addition to the License, Release and Waiver terms for Submitter Content (as defined in Section 5 below), you also acknowledge and agree that you, and not InSpot, are entirely responsible for all Submitter Content that you post, e-mail, transmit, upload or otherwise submit via InSpot sites and/or pursuant to the Services. InSpot does not control the Submitter Content posted via the InSpot Site and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using an InSpot site or Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will InSpot be liable in any way for any loss, damage or injury related to, or arising as a result of, any Content (including Submitter Content), including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Submitter Content posted, e-mailed, transmitted, uploaded or otherwise submitted via a Service. You agree to not use any Service to post, e-mail, transmit, upload or otherwise submit any Submitter Content that: (a) is offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) could be harmful to minors; (c) harasses or advocates harassment of another person; (d) involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming"; (e) promotes information that is false, misleading, is illegal or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party including, without limitation, promoting an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; (g) contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page); (h) displays pornographic or sexually explicit material of any kind; (i) provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18; (j) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (k) solicits passwords or personal identifying information for commercial or unlawful purposes from other users; (l) you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information ); (m) engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; and (n) contains or will contain any disabling mechanism or protection feature designed to prevent its use including any clock, timer, counter, computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, time bomb or any other codes, designs, routines or instructions that may be used to access, modify, replicate, distort, delete damage or disable the Content, any Services or any InSpot Site and any world wide web pages or any operating system software or hardware on which such Content, Service or InSpot Site is operated or displayed except as specifically designed into the Content. InSpot and its designees shall have the right to remove any Submitter Content that violates these Terms and Conditions, or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge and agree that InSpot may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of InSpot, its users and the public. 5. Submitted/Uploaded Content You agree that by posting, e-mailing, transmitting, uploading or otherwise submitting any Submitter Content materials to any content generating or submitting Service on an InSpot site including, without limitation, to any chat-room, forum, literary and/or dramatic content upload Service, reporting Service, criticism, review or opinion upload Service, or any image, photograph, audio file or other upload Service, you are agreeing to the Submission Grant, Release and Waiver (Schedule "A" below). ANY SUCH POSTING, E-MAILING, TRANSMITTING, UPLOADING OR OTHER SUBMISSION OF CONTENT TO AN INSPOT SITE OR SERVICE WILL INDICATE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THE SUBMISSION RELEASE TERMS AND CONDITIONS. WITHOUT LIMITING THE GENERALITY OF THE SUBMISSION RELEASE TERMS AND CONDITIONS, UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY SUBMITTER CONTENT OR RELATED MATERIAL TO INSPOT BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING SUBMITTER CONTENT OR ANY RELATED MATERIAL TO INSPOT, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE SUBMITTER CONTENT OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO INSPOT THAT THE SUBMITTER CONTENT (AND ALL PARTS OF IT) OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE SUBMITTER CONTENT OR ANY RELATED MATERIAL AND THAT INSPOT IS FREE TO IMPLEMENT, PUBLISH, DISTRIBUTE, REPRODUCE, COMMUNICATE (AND AUTHORIZE THE COMMUNICATION OF), TRANSMIT, MODIFY AND OTHERWISE EXPLOIT THE SUBMITTER CONTENT (INCLUDING ANY IDEA AND/OR SUGGESTION) AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY INSPOT, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY. 6. Forums and Chat Rooms When participating in a forum or chat room, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated. InSpot 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. When using a forum or chat room, you may not post, transmit, link to, or otherwise distribute any information, materials or content that do not generally pertain to the designated topic or theme of the particular forum or chat room. Use of a forum or chat room for commercial purposes of any kind is strictly prohibited. Please note that InSpot 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. Use of and/or participation on any forum, chat room or message board shall indicate your acceptance of the terms and conditions of use link to Terms and Conditions. 7. Responsibility for Minors In cases where you have authorized a minor to use an InSpot site or any of the Services, 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 an InSpot site or any of the Services; and (iii) the consequences of any misuse by the minor. You acknowledge that some of the areas of an InSpot site may contain Content that is inappropriate for minors. You acknowledge that InSpot has no obligation to monitor the Services or any Content accessible through the InSpot Sites. 8. Restrictions on Re-use, Re-sale of Services All Content available on an InSpot site, including the manner in which such Content is presented, and the Services are: Copyright 2005 InSpot Development Inc., its affiliates, related companies, unaffiliated partners and/or licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. InSpot grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services 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. 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 an InSpot site or any of the Services, including without limitation, by caching, framing, deep-linking or similar means, without the prior written consent of the respective copyright owner of such Content. Your entry or participation in any contest, sweepstakes, promotion or other similar offering on any InSpot Site (each, a "Contest") shall also be subject to and governed by the specific rules and regulations in respect of that Contest. 9. Access and Interference You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the Content contained thereon or for any other unauthorized purpose without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not access, reload or "refresh" pages contained on InSpot Sites, or make any other request to transactional servers, more than once during any three second interval. 10. Downloads Certain Services may allow you to download software applications or other forms of Content, including files, images and/or data incorporated therein (collectively, the "Software"). The Software is made available to you by InSpot or third parties subject to these Terms and Conditions and the terms and conditions made available to you during the software installation process. You agree that the Software is licensed to you by InSpot or third parties for your personal and non-commercial use only provided that you do not modify the Software and that you maintain all copyright and other proprietary notices and that InSpot or the designated third parties retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form. You agree that it is your responsibility to review and evaluate the Software and the related terms and conditions, and that all risk associated with the use of, or reliance on, the Software rests with you. You further agree that InSpot, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations or specifications. InSpot Sites and/or Services and software derived from InSpot Sites and/or Services may be further subject to certain Canadian and United States export controls. No software from any InSpot Site or Service may be downloaded or otherwise exported or re-exported into (or to a national or resident of) any country prohibited by such export controls or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders with the required export permits. By downloading or using the InSpot Sites, Services or any software derived there from, you acknowledge that it is your responsible to determine the applicability of and the compliance with, any export controls and you hereby represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list referred to above in respect of any applicable export control. 11. Indemnity You agree to defend, indemnify and hold harmless each of InSpot, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on an InSpot site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions (including any Terms and Conditions incorporated by reference) or your Paid Services Agreement; (b) your access to or use of an InSpot site, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from an InSpot site or through any of the Services. 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. 12. General Practices Regarding Use and Storage You acknowledge that InSpot may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Submitter Content will be retained by an InSpot site, the maximum disk space that will be allotted on InSpot's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the InSpot Sites or the Services in a given period of time. You agree that InSpot has no responsibility or liability for the deletion or failure to store any messages and other communications or other Submitter Content maintained or transmitted on or by an InSpot site or Service. You acknowledge that InSpot reserves the right to log off accounts that are it considers inactive. You further acknowledge that, in relation to basic services or other free services, InSpot reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. 13. Modifications to Service For users of the InSpot Sites and/or any Services, other than Paid Services, InSpot reserves the right, in its sole discretion, at any time and from time to time to modify these Terms and Conditions and discontinue, temporarily or permanently, any InSpot Sites or Services (or any part of such InSpot Sites or Services) with or without notice. You agree that any modification or discontinuance of any InSpot Sites or Services may be effected without prior notice, and acknowledge and agree that in connection with any such modification or discontinuance, InSpot may immediately deactivate or delete your account and all related information and files in your account (including any registration data). You further agree that InSpot shall not be liable to you or to any other person as a result of any such modification or discontinuance for any reason whatsoever. Your continued use of an InSpot site or Service will mean that you accept those changes. For users of Paid Services, modifications of your Services and these Terms and Conditions are governed by your Paid Services Agreement, including all relevant provisions of these Terms and Conditions. 14. Termination You agree that InSpot, in its sole discretion, may suspend or terminate your password, account (or any part thereof) or use of the InSpot Sites or Services, and remove and discard any Submitter Content within the Service at its convenience, or for any reason, including, without limitation, for lack of use or if InSpot believes that you have violated or acted inconsistently with the letter or spirit of the Terms and Conditions. InSpot may also in its sole discretion and at any time discontinue providing the InSpot Sites or Services, or any parts of the InSpot Sites or Services, including Paid Services, with or without notice. You agree that any suspension and/or termination of your access to the InSpot Sites or Services may be effected without prior notice, and acknowledge and agree that InSpot may immediately deactivate or delete your account and all related information and files in your account (including any Registration Data) and/or bar any further access to such files or the Services. You further agree that InSpot 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 an InSpot site or any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of InSpot in operating an InSpot site or any of the Services, your sole and exclusive remedy is to discontinue using the InSpot Site or Services in question. 15. Content Linked to an InSpot site Please note that certain links on the InSpot Sites may take you to other websites. InSpot provides these links only as a convenience and not as an endorsement by InSpot. These linked sites are not necessarily under the control of InSpot. 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. InSpot is not responsible for the content of any such linked sites or any other web page which is not part of an InSpot site and under InSpot's control. Unless otherwise expressly provided, InSpot makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that InSpot 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 an InSpot site or the use of any personal information that you provide to such linked site by the operator(s) of such linked site. 16. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF ANY INSPOT SITE OR SERVICE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INSPOT SITES OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INSPOT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INSPOT MAKES NO WARRANTY THAT (i) THE INSPOT SITES OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE INSPOT SITES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE INSPOT SITES OR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE INSPOT SITES OR SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF INSPOT SITES OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INSPOT, AN INSPOT SITE OR THROUGH OR FROM ANY SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. 17. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT INSPOT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE INSPOT SITES OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE INSPOT SITES OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE INSPOT SITES OR SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE INSPOT SITES OR SERVICES. YOU EXPRESSLY ACKNOWLEDGE THAT INSPOT HAS ENTERED INTO THIS AGREEMENT, AND HAS AND WILL MAKE THE INSPOT SITES, SERVICES AND CONTENT AVAILABLE TO YOU IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS AND CONDITIONS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND INSPOT. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS AND CONDITIONS WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF, FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY OR TERMINATION OF THIS AGREEMENT. 18. Third Party Dealings & Online Sales Disclaimer You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, an InSpot site or any of the Services, 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. You acknowledge that some of services accessible on the InSpot Site are provided by third parties (including but not limited to health newsletters and surveys). You acknowledge that in such dealings with third parties, InSpot is not the seller or provider and your agreement of purchase or for services with such third party is between you and the third party, and not InSpot. InSpot 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 or the third party's alone. You agree that InSpot 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. 19. Trademarks INSPOT, InXstream, SpokenTest, SpokenSkills, EnglishPresenations, Resutalk, and other trademarks and design marks, service names and associated designs are trademarks and registered trademarks of InSpot Development Inc. All other product, brand and company names and logos used or mentioned on an InSpot site or any of the Services may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on an InSpot site or any of the Services without the express written consent of the owner of the trademark is strictly prohibited. 20. Governing Law/Jurisdictional Issues These Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of British Columbia, and the federal laws of Canada applicable therein, without reference to its conflict of laws principles. Each party hereby agrees to submit to the jurisdiction of the courts of the Province of British Columbia and the Federal Courts situate therein, and to waive any objections based upon venue. 21. Arbitration and Actions Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms and Conditions, your use of any InSpot Site or Service or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Vancouver, British Columbia in English and governed by British Columbia law pursuant to the Arbitration Act, as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts. 22. Miscellaneous These Terms and Conditions constitute the entire agreement between InSpot and you pertaining to your use of the InSpot Sites and Services and, except as specifically set forth herein, supersede any prior agreements between you and InSpot relating to the InSpot Sites and Services. InSpot may assign these Terms and Conditions, in whole or in part, at any time. InSpot's failure to insist upon or enforce strict performance of any right or provision of the Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in the Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. The parties have required that the Terms and Conditions and all documents relating thereto be drawn up in English. SCHEDULE "A" SUBMITTER CONTENT SUBMISSION LICENCE, RELEASE AND WAIVER In consideration of InSpot's agreement to allow you to post, e-mail, transmit, upload or otherwise submit any Submitter Content materials to the InSpot Sites or Services and, possibly, to review, and potentially publish any such materials submitted to InSpot by you, and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with InSpot as follows. 1. You acknowledge that: (a) by posting, e-mailing, transmitting, uploading or otherwise submitting any Submitter Content to any InSpot Sites or Services, you hereby irrevocably grant and assign to InSpot the unlimited right and license, for the full term of copyright or any extension thereof, to copy, adapt, transmit, communicate, public display and perform, distribute and create compilations and derivative works from such Submitter Content, and to publish, reproduce and otherwise use and exploit the Submitter Content in any manner and in any and all media, whether now known or hereafter devised, throughout the world, without further compensation. InSpot shall be entitled to edit the Submitter Content, and you hereby waive in favor of InSpot and its assigns, all "moral rights" in and to the Submitter Content. Nothing herein shall obligate InSpot to use or publish the Submitter Content in any manner. The rights granted hereunder may be freely assigned or sub-licensed by InSpot to any third party. (b) InSpot receives numerous submissions of ideas, stories and other materials from other sources and, in addition, InSpot creates, and/or commissions others to create on InSpot's behalf, such materials (collectively the "InSpot Materials"). The subject matter and substance and/or other elements (collectively the "Elements") contained in the InSpot Materials may be similar to those contained in the Submitter Content submitted by you. You expressly and irrevocably understand, acknowledge and agree that InSpot is accepting the Submitter Content at your request, which request was and is deemed to have been made by you after having been advised by InSpot that there are or may be pre-existing InSpot Materials which may have one or more Elements similar, or substantially similar, to those found in the Submitter Content; (c) InSpot shall be entitled to use the Submitter Content you submit to InSpot without compensation or obligation to you; and (d) There is no relationship of any type created, including without limitation any agency, or fiduciary relationship, as between you and InSpot, by virtue of the submission by you of the Submitter Content to InSpot hereunder. 2. You hereby expressly and irrevocably release and forever discharge InSpot, its parent, subsidiary, affiliated and associated companies, and their directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of, InSpot's use of the Submitter Content. 3. You represent and warrant that: (a) the Submitter Content you submit, and each and every of its component elements, are wholly original with you and not copied in whole or part from any other work; (b) you have the full and complete right to grant the permissions given hereunder to InSpot, and that no further permissions are required from, nor payments required to be made to any third party in connection with the use by InSpot of the Submitter Content as contemplated herein; and (c) the Submitter Content does not defame any person and does not infringe upon the copyright, moral rights, publicity rights, privacy rights or any other right of any person, or company, or violate any law or judicial or governmental order. 4. You hereby agree to indemnify and hold harmless InSpot, its partners, co-producers, financiers and distributors, their parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of your representations and warranties or any other provision of this grant, release and waiver. 5. You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against InSpot, all of which such rights are hereby expressly and irrevocably waived by you in favor of InSpot. 6. You acknowledge having obtained independent legal advice in connection with this grant, release and waiver, failing which, you shall be deemed to have voluntarily waived the right to seek such independent legal advice. I have read and accept the Terms of Service.