LEGAL NOTICES AND TERMS AND CONDITIONS OF USE AGREEMENT BETWEEN USER AND ERS SCALE INC. The following terms and conditions govern your use of this website (the "Website"), which is owned and operated by ERS Scale Inc. ("ERSI"). PLEASE READ THIS PAGE CAREFULLY. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HERE, DO NOT USE THIS WEBSITE. BY ACCESSING THIS WEB SITE, YOU ACKNOWLEDGE AND ACCEPT THESE TERMS AND CONDITIONS OF USE. Use of certain services accessed at this Website are offered conditioned on purchase of a license. If you purchase a license, you will be required to enter into a separate written license agreement with ERSI (a "License Agreement") in respect of the licensed services. In the event that any of the terms of your License Agreement conflict with these Terms and Conditions of Use, then the License Agreement shall govern. PROPRIETARY RIGHTS TO CONTENT The contents of the Website, such as text, graphics, HTML, software, embedded data, programming and other material (the "Content") are protected by copyright under Canadian, United States, foreign laws and international treaties. Unauthorized use of the Content may violate copyright, trademark, and other laws. LIMITATIONS ON USE Any reproduction in whole or in part of any Content without permission is strictly prohibited, except as expressly permitted under a License Agreement or as set out herein. Persons who have been issued a valid Client User Name and Password may print reports and summaries generated by the Website, using the "printable version" option. Such reports and summaries may be used by such persons for their personal, non-commercial use only. The Content may not otherwise be copied, displayed, distributed, downloaded, licensed, modified, published, re-posted, reproduced, re-used, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of ERSI. DISCLAIMER OF WARRANTIES All content on this web site is provided "as is". ERSI makes no warranties, express or implied, and expressly disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, ERSI does not warrant or make any representations concerning the accuracy, likely results or reliability of the use of the Content, including, without limitation, the Employment Readiness ScaleTM or otherwise relating to such Content or any material on any sites linked to the Website. ERSI does not warrant that the Website will operate error-free or that the Website and its server are free of computer viruses or other harmful mechanisms. If your use of the Website and the Content results in the need for servicing or replacing equipment or data, ERSI is not responsible for these costs. LIMITATION OF LIABILITY In no event will ERSI nor any of its officers, members, directors, employees or their representatives or suppliers be liable for any damages, special, consequential or otherwise (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the Website or its Content, even if ERSI or an authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. As a visitor to and a user of the Web Site, you, in effect, agree that all access and use of this Website and the Content are at your own risk. INDEMNIFICATION You agree to indemnify and hold ERSI, its affiliates, officers, directors, employees and agents, harmless from any claim, demand or damage, including reasonable legal and accounting fees, asserted or resulting from your use of the Content or your breach of these Terms and Conditions of Use. REVISIONS AND ERRATA The Content could include technical, typographical or photographic errors. ERSI does not warrant that any of the Content is accurate, complete or current. ERSI may make changes to the Content at any time without notice. ERSI does not, however, make any commitment to update the Content. MODIFICATIONS TO TERMS AND CONDITIONS OF USE ERSI may revise these Terms and Conditions of Use for the Web Site at any time without notice. By using the Website, you are agreeing to be bound by the then-current version of these Terms and Conditions of Use. LANGUAGE It is the express will of the parties that this agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais. GENERAL These Terms and Conditions of Use will be governed by and construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein as they are applied to agreements entered into and to be performed entirely within such province. You hereby consent to the exclusive jurisdiction and venue of the courts in British Columbia, Canada, in all disputes arising out of or related to the use of the Website. Use of the Web Site is unauthorized in any jurisdiction that does not give effect to this paragraph. If any provision of these Terms and Conditions of Use shall be unlawful, void, or for any reason unenforceable then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by ERSI. COPYRIGHT AND TRADEMARK NOTICES All content of the Website is: Copyright © 2001, 2002 ERS Scale Inc., all rights reserved, with the exception of the Employment Readiness ModelTM which is copyright © 1998 Valerie G. Ward Consulting Ltd., all rights reserved. EMPLOYMENT READINESS SCALETM, ÉCHELLE D'EMPLOYABILITÉ MC, ESCALA DE EMPLEABILIDAD MR and/or other names, logos and icons identifying ERSI's products and services referenced herein are either trademarks or registered trademarks of ERSI. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.