The following Terms of Access constitute a legal agreement for registered users and visitors who access or use the web-based software application provided by Direct Livestock Marketing Systems Inc. ("DLMS"), accessible on the Internet and located at http://www.dlms.ca (the "System"). PLEASE READ THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY CAREFULLY. BY CLICKING THE "I AGREE" BUTTON, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND, AND TO BIND YOUR COMPANY, BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. Acceptance of Conditions By accessing, browsing or using the System, you represent and warrant that: (i) you have read, understand and agree to be bound by the Terms of Access and Privacy Policy (together, the "Agreement"), and all applicable laws ("Laws") and agreements governing their use; (ii) you accept and agree to comply with the terms and conditions of the Agreement, without limitation or qualification; and (iii) you are duly authorized to use the System. DLMS may at any time revise these Terms of Access by updating this posting. Users agree to be bound by such revisions, and agree to regularly revisit this page to review the current Terms of Access. Your continued use of the System after posting shall constitute your acceptance of and agreement to be bound by the amended Agreement. If you do not agree to any amendments, you agree to terminate your use and access to the System. Acceptable Use You agree to: (a) use the System only for lawful purposes and in compliance with all applicable Laws, including without limitation, any export control Laws, antitrust and competition Laws and privacy Laws; (b) use the System, as an authorized user, only for the purposes set forth in the Agreement; (c) take all necessary precautions to ensure that all user content or other information, data or material provided by you does not contain any items, links, descriptions or information prohibited in the Agreement or these Terms of Access; (d) take all precautions necessary to maintain the secrecy and security of your Passwords and user IDs and be solely responsible for any use or misuse of your Passwords and user IDs; and (e) comply with any and all applicable rules governing transactions on and through the System. Prohibited Activities You agree not to: (a) use any systems or techniques, or engage in any activities or practices that disrupt, circumvent or otherwise interfere with the operation of the System or DLMS's right to or interest in any fees; (b) violate the privacy rights of other users; (c) allow or permit access to or use of the System or any component thereof by any third parties (who are not authorized users), or for any unlawful purpose; and (d) engage in any conduct that violates the Agreement or these Terms of Access or that, in DLMS's sole and absolute discretion, restricts, inhibits or impacts any other user from using or enjoying the System. No Interference with the System You shall not disturb or interfere with the operation of the DLMS System in any manner, including without limitation, by imposing an unreasonable or disproportionate burden on the network, software or hardware infrastructure of the System. Delays of Services Neither DLMS nor any of its licensors (including their officers, directors, employees, affiliates, agents, representatives or subcontractors) shall be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war or other like causes. DLMS shall have no responsibility to provide you access to the System while interruption of the System, due to any such cause, shall continue. Information Accuracy Although the contents of the System are deemed reliable when posted, DLMS cannot guarantee this information to be current, accurate or complete. The information is subject to modification and updating from time to time without notice. Content The information on the System is not intended to provide professional advice including, without limitation, financial, legal, accounting or tax advice, and should not be relied upon in this regard. No Warranties DLMS, its subsidiaries, affiliated companies, licensors, its officers, directors, employees or agents (collectively "DLMS Parties") provide the System on an "as is, where is" basis and do not make any express or implied warranties, representations, endorsements or conditions with respect to the System or the Information, including without limitation, warranties as to merchantability, operation, non-infringement, usefulness, completeness, accuracy, currentness, reliability and fitness for a particular purpose. Further, DLMS Parties do not represent or warrant that the System will be available and meet your requirements, that access will be uninterrupted, that there will be no delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for adequate protection and backup of data and/or equipment and to take reasonable and appropriate precautions to scan for computer viruses or other destructive properties. No Liability DLMS Parties, or any persons associated with the creation of this System, are NOT responsible in any manner whatsoever for any harm, loss or damage that may arise in connection with or through the use of the System including, without limitation, any direct, indirect, special, third party, consequential, exemplary or punitive damages, howsoever caused arising out of or in connection with your use of or inability to use the System or the Information, or any action or decision made by you in reliance on the System or the Information, or any unauthorized use or reproduction of the System or the Information, even if DLMS has been advised of the possibility of these damages. Trademarks and Copyrights Certain names, words, titles, phrases, logos, icons, graphics or designs or other content in the pages of the System are trade names or trade-marks owned by DLMS or its subsidiaries, or trade names or trade-marks licensed to them. The Information is for your personal use only. Any unauthorized downloading, re-transmission, or other copying or modification of DLMS's trade-marks, patents, copyrights and/or the contents of the System may be a violation of any federal or other law that may apply to trade-marks, patents and/or copyrights and could subject the copier to legal action. The Information is protected under the copyright laws of Canada and other countries. Unless otherwise specified, no one has permission to copy, redistribute, reproduce, republish, store in any medium, re-transmit, modify or make public or commercial use of, in any form, the Information. Internet E-Mail Any unprotected E-Mail communication over the Internet is, as with communication via any other medium (e.g. cellular phones, post office mail), not confidential, subject to possible interception or loss, and is also subject to possible alteration. DLMS is not responsible for and will not be liable to you or any one else for any damages in connection with E-Mail sent by you to DLMS or an E-Mail sent by DLMS to you at your request. Any communication transmitted to us by electronic mail becomes the property of DLMS or its affiliates and may be used for any purpose. DLMS is free to use any idea contained in any communication sent to us for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information. Links/Software The System may provide links or references to other sites. Links from or to web sites outside the System are meant for convenience only. Unless otherwise expressly stated, DLMS does not review, endorse, approve or control, and is not responsible for any sites linked from or to the System, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and DLMS will not be responsible or liable for any damages in connection with linking. Links to downloadable software sites are for convenience only and DLMS is not responsible or liable for any difficulties or consequences associated with downloading the software. Use of any downloaded software is governed by the terms of the license agreement, if any, which accompanies or is provided with the software. Password Disclosure If at any time you are issued a userid and/or password and you learn or suspect that such identifiers have been disclosed or otherwise made known to any person other than yourself, you agree to immediately notify DLMS and to confirm such notice in writing within seventy-two (72) hours. Upon receiving such notice, DLMS will assign a new userid and/or password to you within a reasonable period of time. Re-issuance and reactivation of such identifiers may be subject to DLMS's standard charges. No Conflicting Terms If there is any conflict between this Agreement and any help text, manuals, or other documents, this Agreement shall govern, whether such other documents are prior to or subsequent to this Agreement, or are signed or acknowledged by DLMS Parties. Termination of Access DLMS shall have the right to terminate, limit or suspend your access to all or any part of the System at any time, with or without notice, for any reason, including without limitation, for any conduct that DLMS believes is in violation of these Terms of Access or any applicable Laws or is harmful to the interests of another user, any third party or the System. Jurisdiction DLMS administers the System from its offices in Canada . The Terms of Access, Privacy Policy and this Agreement regarding the System will be governed by and construed in accordance with the Laws of the Province of Alberta and the Laws of Canada applicable therein, without giving effect to any principles of conflicts of laws. All disputes, controversies or claims arising out of or in connection with the System shall be submitted to and be subject to the jurisdiction of the courts of the Province of Alberta. You submit and attorn to the exclusive jurisdiction of the courts of the Province of Alberta to finally adjudicate or determine any suit, action or proceeding arising out of or in connection with the System. Entire Agreement. This Agreement is complete and shall become effective and enforceable at the time you agree to it which will be evidenced by you accessing or using the System or Information. This Agreement constitutes the entire agreement between the parties, and no other agreement, written or oral, exists between you and DLMS.