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Policy Last Modified: July 14, 2005 IF THE MEMBER YOU REPRESENT IS NOT A TRADING PARTNER OF ALDO THAT IS A TRADING PARTNER WHO PROVIDES SERVICES OR OTHERWISE DEALS WITH ALDO AND FOR WHICH ALDO REQUIRES INTERTRADE TO PROVIDE A SINGLE ACCESS TO ecWEB IN ORDER TO COMMUNICATE TRANSACTIONS TO ALDO THROUGH INTERTRADE PROPRIETARY INTEGRATED BUSINESS DOCUMENTS EXCHANGE APPLICATION YOU AND THE MEMBER YOU REPRESENT ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE AND YOU AND THE MEMBER YOU REPRESENT HAVE NO RIGHTS UNDER THIS ecWA. 1. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE 1.1 All services provided by InterTrade Systems Inc. ("InterTrade") are provided to the company you represent (the "Member") under the Terms and Conditions set forth in this ecWeb End-User Agreement ("ecWA") and any other operating rules and policies set forth by InterTrade from time to time. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "Accept" BUTTON, MEMBER IS INDICATING ITS AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE ecWA. IF MEMBER DOES NOT AGREE WITH ANY OF THE TERMS, DO NOT COMPLETE THE REGISTRATION PROCESS. 2. GENERAL TERMS AND CONDITIONS OF YOUR USE OF THE SERVICE 2.1 Access and License. Provided the Member complies with all the terms and condition of this ecWA, InterTrade grants to the Member a non-exclusive and non-transferable license for the remote access and use of the module ecWeb solely through this password-protected Internet site (ecWeb) and solely for the integrated exchange of business documents with Aldo (the Service). The Member hereby grants to InterTrade a non-exclusive, transferable, royalty-free license to reproduce any information and data uploaded to ecWeb by the Member and to store such information and data, to the extent necessary to allow InterTrade to perform the Service but for no other purpose or use by InterTrade. 2.2 Restrictions. The Service shall only be accessed and used by the Member pursuant to the terms and conditions set forth in this ecWA and for the sole purpose expressly stated in paragraph 2.1. Member undertakes that it will not distribute or share access to the Service in any way with any third party. Except as expressly authorized in this ecWA, the Member shall not (1) rent, lease, sublicense, distribute, transfer or timeshare the Service or any portion thereof, or (2) attempt or permit any third party to attempt to access, decompile, decipher, disassemble, reverse engineer or otherwise determine or access the source code for the Service or any portion thereof. The Member agrees not to demonstrate or disclose the results of any testing or bench-marking of the Service to any third party, without InterTrades prior written permission. 2.3 Proprietary Rights of InterTrade. The Service, InterTrade Application and ecWeb are covered by InterTrades copyright and other intellectual property rights conferred by all applicable laws and treaties and the rights of its licensors, as applicable. The Member shall have no rights whatsoever with respect to the Service, except as provided by InterTrade in paragraph 2.1 of this ecWA. InterTrade reserves all rights not expressly granted to the Member. Without limitation on the generality of the foregoing, all right, title and interest, including without limitation all rights to inventions, discoveries, methods, patents, designs, industrial designs, works, concepts, copyrights, data, codes, confidential information, trade names, logos, trademarks, registered or not, and any right in and to application for registration of same and any other rights, in and to the Service, InterTrade Application, ecWeb and related documentation shall remain exclusively with InterTrade and its licensors, as applicable. The foregoing excludes any right in and to the data of Member or Aldo. 3. MEMBER RESPONSIBILITIES AND UNDERTAKINGS 3.1 The Member is solely responsible for and must (1) own all equipment necessary for its own Internet connection, including computer and modem, (2) be capable of connecting and communicating transactions to ecWeb, through its own access to the Internet, and (3) maintain all security precautions, procedures or systems as required to preclude any virus, hacker attacks or any similar event to threaten the Service, ecWeb or InterTrade Application through ecWeb. 3.2 As a Member of the Service, Member shall receive a password and an account. Member is entirely responsible (1) to preserve the confidentiality of its password; (2) for any and all activities which occur under Members account and (3) to immediately notify InterTrade of any unauthorized use of the Member's account or any other breach of security known to the Member. Member may change the password at any time by following the instructions put forth elsewhere on the ecWeb website. 3.3 The Member is solely responsible for the contents of Members use of the Service. InterTrade may, at its sole discretion, immediately terminate the Service should the Member's conduct fail to conform to the terms and conditions of the ecWA. The Member's use of the Service is subject to all applicable laws and regulations. The Member agrees, represents and warrants that it will: (1) comply with all laws regarding the transmission of technical data exported through the service; (2) not use the Service for illegal purposes; (3) not use the Service in a manner so as to infringe or violate any third party's rights, including intellectual property rights, privacy rights, right of publicity or any other rights of any person or entity; (4) not interfere with or disrupt networks connected to the Service, not attempt to gain unauthorized access to other computer systems, not interfere with another Member's use and enjoyment of the Service or another entity's use and enjoyment of similar services; (5) comply with all regulations, policies, and procedures of networks connected to the Service; (6) not use the Service for illegal software, illegal pornography, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process; and (7) not transmit through the service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature or any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation. The Member acknowledges that InterTrade has no obligation to monitor the Member's use of the Service, but, in the event that InterTrade becomes aware that any Member's use of the Service does or may violate the warranty and representation set forth in this Section, the Member agrees that InterTrade shall have the right to remove any infringing item pending resolution and to transfer such infringing item to any judicial or governmental authority. A cleanup fee of $100.00/hour (minimum 4 hours) may be assessed by InterTrade for violation of these terms, without prejudice to any other rights, remedies or recourses which InterTrade may have pursuant to this ecWA at law or in equity. 4. MODIFICATIONS OF THE ecWA 4.1 InterTrade reserves the right to change the terms and conditions of this ecWA as necessary. InterTrade expects the Member to actively ensure that it agrees to the current ecWA, and a modification date will be posted on any and all copies of the ecWA. Please note that the Member's use of the Service constitutes an acknowledgement by the Member to follow and be bound by the ecWA and any modifications. InterTrade may broadcast notices or messages through the Service to inform the Member of changes to the ecWA, the Service, the website or other substantive changes; such broadcasts shall constitute notice to the Member. 5. DISCLAIMER OF WARRANTIES THE MEMBER EXPRESSLY AGREES THAT THIS WEBSITE AND THE USE OF THE SERVICE IS AT THE MEMBER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INTERTRADE 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. INTERTRADE MAKES NO WARRANTY THAT THE SERVICE WILL MEET THE MEMBER'S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES INTERTRADE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT THE MEMBER'S OWN DISCRETION AND RISK AND THAT THE MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. INTERTRADE MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR IN ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE MEMBER FROM INTERTRADE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO THE MEMBER. 6. LIMITATION OF LIABILITY INTERTRADE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY GOODS OR SERVICES PURCHASE OR OBTAINED OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF THE MEMBER'S TRANSMISSIONS OF DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLE, EVEN IF INTERTRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE MEMBER. 7. INDEMNIFICATION 7.1 The Member agrees to indemnify and hold InterTrade, its parents, subsidiaries, affiliates, officers and employees, and its licensors, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the Member's use of the Service, the violation of this ecWA by the Member, or the infringement by the Member, or other user of the Service using the Member's computer, of any intellectual property or any other right of any person or entity. 8. TERMINATION 8.1 This ecWA granted hereunder shall remain in effect until terminated or expired. Member may terminate this ecWA at any time. InterTrade may end this ecWA without notice if Member fails to comply with any of its terms and conditions. In addition, InterTrade may end this ecWA without notice if InterTrade Application and Consulting Services Agreement with Aldo terminates for any reason. Upon expiration or termination of the Service, the Member's right to remotely access and use the Service immediately ceases. The following provisions will survive any termination or expiration of this ecWA: 2.3("Proprietary Rights of InterTrade"), 5("Disclaimer of Warranties"), 6("Limitation of Liability"), 7("Indemnification"), 8("Termination"). 8.2 Should the Member object to any terms or conditions of the ecWA or any subsequent modifications thereto or become dissatisfied with the Service in any way, the Member's only recourse is to immediately: (1) discontinue use of the Service; (2) terminate the Member's membership; and (3) notify InterTrade of the Member's termination. 9. GENERAL 9.1 Severability. If any provision of this ecWA is held illegal, invalid or unenforceable by any competent authority in any jurisdiction, such illegality, invalidity or unenforceability shall not in any manner affect or render illegal, invalid or unenforceable such provision in any other jurisdiction, nor the remainder of the said provision or any other provision of this Agreement in any jurisdiction. 9.2 No assignment. This ecWA is not assignable by the Member without the prior written consent of InterTrade. 9.3 Applicable laws and Jurisdiction. This ecWA shall be construed in accordance with the federal and provincial laws applicable in the Province of Québec, Canada, without regard to any conflict of law provisions. Any disputes arising under this ecWA shall be resolved exclusively by the provincial and federal courts of the province of Québec, Canada.