Rise Vision Incorporated (“Rise Vision”, “Rise” “we”, “our” or “us”) provides access to and use of the Rise Vision and Rise Display Network web site with supporting services, software, data and content, including third party software, data and content, (collectively “Services”) for the purposes of showing content on visual displays. You have subscribed for the Services and agreed to their Terms of Use as evidenced by your clicking on the “Agree” or “Accept” button or otherwise indicating assent electronically.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Services. By using the Services you agree to be bound by these terms and conditions and if you are entering into this Agreement on behalf of a company or other legal entity you represent that you have the authority to bind such entity to this Agreement, in which case the terms "you" or "your" shall refer to such entity. You are only authorized to use the Services (regardless of whether your access or use is intended or not) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU SHOULD LEAVE THE WEBSITE AND DISCONTINUE USE OF THE SERVICES IMMEDIATELY.

We may modify this Agreement from time to time and such modification shall be effective upon posting on our website at www.risedisplaynetwork.com/term . You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted.

Subscription License and Restrictions

Rise Vision hereby grants to you a non-exclusive, non-transferable, worldwide right to use the then current functionality of the Services, subject to the terms and conditions of this Agreement. All rights not expressly granted to you hereby constitute and remain the confidential property of Rise Vision and its suppliers/licensors. You may not, without the prior written consent of Rise Vision access the Services to: (a) make or permit other persons or entities to make any copies of all or any portion of software provided with the Services except for archival, or backup copies of the software, which backup copies shall remain subject to the terms of this Agreement; (b) reverse engineer, decompile, modify, manipulate, disassemble, or separate into component parts the Services or incorporate, in whole or in part, any other product or create derivative works based on all or any part of the Services, or permit other persons or entities to do so; (c) remove or modify any copyright, trademark, proprietary rights, attribution message, disclaimer or warning notice included on or embedded in any part of the Services or any copy you may make of the software or on any display controlled by the Services; (d) sell, license, sublicense, rent, lease, distribute, or otherwise transfer the Services or any portion of the Services; (e) use the documentation forming any part of the Services for any purpose other than to support your use of the Services; or (f) publish any engineering analyses of the Services, including performance analyses, or benchmark analyses.

The Services are provided “As Is” and any upgrades to the then current release of the Services shall be provided at our sole discretion and we further reserve the right to discontinue support of prior versions of the Services should a new upgrade be available. Rise Vision and its suppliers and sources make no warranties whatsoever except as expressly stated herein, and specifically disclaim all other warranties, expressed or implied, including, but not limited to, any implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, regardless of any knowledge of your particular needs.

Data provided by the Services, is provided for informational purposes only. We shall not be liable for any delays, interruptions, omissions, or errors in the content resulting from your reliance thereon. You acknowledge that the sources may have the right to terminate provision of, or access to, the data supplied with or without notice and that neither any such data supplier nor Rise shall have any liability in connection with any such termination or denied access. You acknowledge that the distribution and display of alert messages is subject to possible delays, interruptions, failures or errors and you agree to test and verify the alert message system’s distribution and display on at least a monthly basis. Data suppliers and others may impose fees for use or display of their data from time to time. Should any fees be assessed for data provided, you will be notified in writing and have the opportunity to continue the Services or discontinue access to the data. Corporate logos, if any, made available with the Services are subject to the copyright and trademark rights of their respective owners. We include these logos for the sole and exclusive purpose of further identifying the associated products or services of the related entity. We neither endorse, nor are we endorsed by or affiliated with any of these companies, or organizations. The access and use of the Services does not give authorization or permission to use copyrighted or trademarked logos without the specific consent of the copyright or trademark holder. Failure to obtain such consent from the appropriate party constitutes a violation under United States and international law respecting the rights of the copyright or trademark holder, and also a violation of this Agreement. Rise Vision assumes no responsibility with respect to the lawful or unlawful use of the logos and we make no warranty, express, implied or statutory, with respect to any logo, title to or infringement of third party rights, or any current or intended use of such logo. As a user of the Services you agree to hold harmless and indemnify Rise Vision for any liability incurred as a result of your use of logos in violation of any right of the copyright or trademark holders.

Intellectual Property Ownership

Rise Vision alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Rise Vision technology, the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other person or entity relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, our technology or the Intellectual Property Rights owned by Rise Vision or others.

User Accounts

In order to access the Services you may have to create an account for one or more users. You are solely responsible for the activity that occurs within your accounts, and you must keep your account passwords secure. You must notify us immediately of any breach of security or unauthorized use of your account. Rise and its suppliers will not be liable for your losses caused by any unauthorized use of your account, and you may be liable for the losses of us or others due to such unauthorized use.

Submissions

Rise Vision does not own any data, content, information or material (collectively Submissions) that you submit or upload in the course of using the Services. By posting, uploading, inputting, providing or displaying your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions. You, not us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use of all Submissions and we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any said Submissions. Upon termination of this Agreement, your right to access or use Submissions immediately ceases, and we shall have no obligation to maintain or further provide it.

Support

The Services include telephone, e-mail and remote diagnostic support between the hours of 8:30am and 5:00pm Eastern Standard Time, Monday through Friday, statutory holidays excluded. To ensure that Rise is able to provide you with the best possible service a diagnostic scan of the computer that is controlling your displays is automatically performed as part of the Services on a regular basis to provide a complete audit of the computer’s software and hardware configuration for support, performance and upgrade management purposes. No personal information is collected or disseminated. If you require remote support we ask that you provide the Company Name under which your Services subscription is registered, the location you are calling from and a complete description of the problem or error message you are getting when it occurs, what you were doing when the error occurred; and what steps you may have already taken to solve the problem. Additionally if the problem is related to a specific computer we ask that you be able to establish a browser session from that computer to allow us to remotely control and diagnose the situation. You understand and agree that Rise is not responsible for any lost or corrupted software or data. Rise strongly recommends that you maintain a complete data backup and disaster recovery plan along with incorporating any computers into your Anti-virus and Windows update plans.

Links to Third Party Sites

The Services may contain links to other Web Sites ("Linked Site"). The Linked Sites are not under the control of Rise Vision and Rise Vision is not responsible for the contents of any Linked Site, including without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. Rise Vision is not responsible for webcasting or any other form of transmission received from any Linked Site. Rise Vision is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by or responsibility of Rise Vision of the site or any association with its operators.

No Unlawful or Prohibited Use

As a condition of your use of the Services, you warrant that you will not use the Service for any purpose that is unlawful or prohibited by these terms, conditions, and notices any law applicable to your access or use. You may not use the Services in any manner which could damage, disable, overburden, or impair the Services or interfere with any other person or entity’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. By way of example, and not as a limitation, you agree that when using the Services you will not:
· Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of other persons or entities.
· Display, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
· Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or non-disclosure) unless you own or control the rights thereto or have received all necessary consents.
· Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person or entity’s computer systems.
· Download or display any file posted by another user of the Service that you know, or reasonably should know, cannot be legally distributed in such manner.
· Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or content.
· Restrict or inhibit any other user from using and enjoying the Services.
· Harvest or otherwise collect information about other persons or entities, including Email addresses, without their consent.
· Violate any applicable laws or regulations.

Rise Vision has no obligation to monitor the Services. However, we reserve the right to review materials posted on the Services and to remove any materials in our sole discretion. Rise Vision reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Rise Vision's sole discretion. Materials uploaded to the Services may be subject to posted limitations on storage, usage, reproduction and/or dissemination. You are responsible for adhering to such limitations.

Charges and Payment

Service charges are billed one subscription period in advance and they are due upon receipt and, unless otherwise agreed in writing, you authorize Rise Vision to automatically charge your credit card at such time. We reserve the right to modify our fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by Email. Overdue invoices are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. In addition to the charge for the Services, you shall be charged for and you shall pay all goods, sale, service or use taxes which Rise is required to charge under Canadian law as a result of the provision of Services hereunder. To the extent that additional taxes are chargeable as a result of your subscription for, or your use of the Services, you agree to self assess and self remit any such additional tax applicable, and hereby indemnify Rise, its affiliates and management as regards taxes payable with respect to your subscription or use of the Service provided hereunder regardless of your jurisdiction of subscription or use.

Term

This Agreement shall remain in full force and effect while you continue to use the Services. Either party may terminate this Agreement for any or no reason, with or without prior notice, at any time without liability for termination. You may terminate the Agreement by ceasing to use the Services and providing us with written notice and you further acknowledge that you shall not be entitled to the refund of any unused portion of the charges billed for the Services to the date of termination. We may terminate the Agreement by discontinuing the provision of the Services to you and we will return all funds paid for the Services, if any, on a pro-rated basis.

Disclaimer of Warranties

RISE VISION AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. RISE VISION AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (G) THAT ALL TYPES OF DISPLAYS USED BY THE SERVICES WILL BE FREE OF BURN IN OR IMAGE RETENTION. THE SERVICES AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY RISE VISION AND ITS LICENSORS.

Internet Delays

RISE VISION'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. RISE VISION IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF ANY CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Governing Law and Jurisdiction

This Agreement and any disputes or matters arising under, in connection with, or relating to this Agreement, shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein. Each of the parties hereto irrevocably attorns to the jurisdiction of the Province of Ontario, Canada, and further agrees to commence any litigation that may arise hereunder in the Superior Courts of Justice, City of Toronto, Ontario, Canada. The parties hereto exclude the United Nations Convention on Contracts for the International Sale of Goods from this Agreement and any transaction between them that may be implemented in connection with this Agreement.

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such provision shall not affect the enforceability of such provision under other circumstances, or the remaining provisions hereof under all circumstances.

Copyright and Trademark Notices

All contents of the Rise Vision and Rise Display Network Web Site and Services are: Copyright 2006 Rise Vision Inc. and/or its suppliers. All rights reserved.

Notice

Rise Vision may give notice by means of a general notice on the Service, electronic mail to your Email address or by written communication to your address, on record in your account information. Such notice shall be deemed to have been given 60 hours after sending. You may give notice to us, such notice shall be deemed given when received, at any time by Email, written communication or facsimile to: Rise Vision Inc., 302 The East Mall, Suite 301, Etobicoke, ON, M9B 6C7 Canada, Fax: 416-538-9213, Email: info@risevision.com .