If you do not accept this agreement's terms, you must
not use the Website or BBW's services.

1. Acceptance

   Your access to and use of the Website and the “Services” (as defined below) is subject exclusively to this agreement. You will not use the Website or the Services for any purpose that is unlawful or prohibited by this agreement. By using the Website and the Services you are fully accepting the terms, conditions and disclaimers contained in this agreement. If you do not accept these terms, conditions and disclaimers you must immediately stop using the Website and the Services.

2. Modifications to this Agreement

   BBW reserves the right, in its sole discretion, to modify this agreement at any time by doing one or both of the following: (a) posting the modified agreement on the Website; (b) giving you prior notice of the modification. You should check this agreement, which is located at http://bitebankwebsites.com/terms-of-service, periodically for modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE WEBSITE OR (IF YOU ARE A MEMBER) YOUR ACCOUNT AND THE SERVICES AFTER WE POST AN AMENDED AGREEMENT OR NOTIFY YOU OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFIED AGREEMENT.

3. Members

   You do not have to be a member to enjoy some of the Website’s features. In particular, non-members may view some of the content on the Website, as long as they comply with this agreement and our policies. However, members receive additional benefits, subject to our policies and rules from time-to-time. We may change the benefits and features of membership from time-to-time by sending you an email or by posting the changes on the Website. All users of the Website and Services must comply with this agreement, regardless of whether they are members or not.

4. Becoming a Member

   To become a member you must complete BBW’s online registration form (https://bitebankwebsites.com/sign-up/) with current, complete and accurate information, and you must maintain and update that registration information as required to keep it current, complete and accurate. You authorize us to verify your registration information at any time, and to suspend or terminate your Account if we determine, in our sole discretion, that any registration information is untrue, inaccurate or incomplete.

5. Eligibility

   The following are not eligible to be BBW members, unless BBW decides otherwise in its sole discretion: (i) anyone who is not a dentist or not a member of an affiliated dental profession (e.g., dental hygienists, dental assistants, dental laboratory technicians, etc.); (ii) anyone who is under the age of 19 or under the age of majority in their jurisdiction of residence; or (iii) anyone who has had a Website account suspended or terminated previously.

6. Member Use And Restrictions

   Subject to this agreement and our Privacy Policy as in effect from time to time, which is located at https://bitebankwebsites.com/terms-of-service/privacy-policy (“Privacy Policy”), upon becoming a member you may access and use your member account (“Account” ) and the Services, but only for your own internal purposes relating to your own dental practice. You must not resell, transfer or otherwise provide any of the Services to any third party. All rights not expressly granted in this agreement are reserved by us and our licensors.

   
   

   You will be granted a login user name and password for each Account that you purchase. You may set up additional user names and passwords for your Account for your staff, and may set each additional user’s rights and permissions within your Account. You are responsible ensuring that all your users comply with this agreement.

   
   

   You agree not to access (or attempt to access) the Services by any means other than through the interface we provide.

   
   

   You must comply with the following rules regarding your Account, user name and password:

   
   
   1. You must select a unique user name and password for your Account. You must not use a user name or password that is, in our sole discretion, vulgar, offensive, defamatory, obscene, hateful or otherwise unlawful or objectionable. You must keep your password secure and confidential.
   2. You and your authorized users are the only ones who can access and use your Account. You must not allow anyone else to access or use your user name, password or Account. You are solely responsible and liable for all activity conducted through your Account. If you become aware of or reasonably suspect any security breach, including any loss, theft or unauthorized disclosure or use of your password, you must immediately report the actual or suspected security breach to us.

   You may authorize BBW in writing to allow other parties (e.g., providers of search engine optimization services) access to your Account.

7. Member Qualifications

   BBW makes no representation or warranty as to the quality of the professional services to be performed by a BBW member or that those are somehow greater than the quality of the same services performed by non-members.

   
   

   You will not overstate or embellish your professional qualifications via the Services or your Member Site or attempt in any manner to mislead others as to your qualifications, affiliations or identity.

8. Services

   Our provision of the Website and the member services accessible through the Website are collectively the “Services”. You may select different service plans for your Account, all of which include the following “Standard Services”:

   • Developing and hosting a website for your dental practice ("Member Site") that you may customize in various ways, including by selecting from various website themed templates that we make available from time to time and that includes the following features: tools for patient appointment requests and notification; automated and interactive map of your dental practice location; 3D illustrations for the services page.
   • Registering or transferring, and managing and maintaining, one or more domain names for the Member Site (as described in section 9).
   • Making the Member Site ready for search engines (as described in section 10).
   • Providing access to a content library (as described in section 11).
   • Providing an online control panel for updating and managing the Member Site and communicating with patients.
   • Providing unlimited e-mails, bandwidth and storage space for your Account.
   • Providing instant notification and new features updates.
   • Providing reports regarding the Member Site’s internet traffic.
   • Providing maintenance and support services (as described in section 13).
   • Making available an iPhone application for: viewing your billing information; managing your Account by creating Users and managing your profile; taking photographs and uploading them to your Member Site.

   The various Service plans offered by BBW include the following:

   • Associate Plan: All Standard Services plus: ability to view your Account, change Member Site content and publish the Member Site in French or English; and ability to add and edit animated Flash or JavaScript banners.
   • Professional Plan: All Associate Plan Services plus: online patient forms (using your existing forms or BBW template forms); online appointment requests and tracking; smile gallery for displaying before and after patient photographs; office gallery for displaying images or videos of your office; and testimonials feature for uploading, editing, managing and displaying patient testimonials.
   • Master Plan: All Professional Plan Services plus: a blog generator; an online newsletter generator; and a library of patient education videos and 3D images (as described in section 12).
   • Custom Plan: All Standard Services plus the individual Services that you select from the pre-defined menu on the Website.

   Some Service plans are not available in certain jurisdictions. The Service plans available in your jurisdiction are specified on the Website.

   
   

   You may also request that BBW develop a completely customized Member Site for you. Any such custom development Services will be subject to a separate agreement between you and BBW.

   
   

   We may use third parties to provide some or all of the Services. The Services may be provided using service providers, servers or other equipment located in any country, including Canada or elsewhere. We reserve the right to update and modify the Services from time to time, and we reserve all rights not expressly granted to you under this agreement.

9. Domain Names

   The cost of registering one domain name for your Member Site, or for transferring one existing domain name owned by you to BBW’s system, is included in the initial setup fee, and the cost of managing and maintaining that domain name is included in the recurring monthly fees. There is a $20 annual fee for each additional domain name that we register (or transfer), manage and maintain for you.

   
   

   If you request that we register one or more domain names for the Member Site, we will use reasonable efforts to register the domain name you request. However, we reserve the right, in our sole discretion, to register a domain name that is different from the requested name, and to select the top-level domain (.com, .ca, .biz, etc.) for the domain name.

   
   

   BBW manages and maintains the domain names associated with your Member Site through BBW’s software system. This requires that all your domain names be in BBW’s name. If you already own one or more domain names that you wish to use with the Member Site, you must transfer control of the domain names to BBW so that we may manage and maintain the domain names from our system.

   
   

   If this agreement terminates, we will transfer control of the domain names associated with your Account to you provided that you request such transfer within 60 days after termination. In the event that you fail to request such transfer, BBW may, after giving 30 days’ notice of its intent to make a disposition of such domain names, dispose of, transfer, use or acquire those (including, without limitation, by BBW’s acquisition and exercise of exclusive ownership of and control over those domain names, by BBW’s use, sale, license or other exploitation of those, or by letting those expire) as BBW determines in its sole discretion.

10. Search Engine Readiness

    The Member Site’s meta tag information will be coded to internet search engine standards so that it is ready to be indexed by major internet search engines. BBW does not represent, warrant or guarantee that the Member Site will rank highly on internet search results. You acknowledge and agree that search engine ranking results depend on factors within your control and not within BBW’s control. You may edit your Member Site’s meta tag information through your Account.

    
    

    If you wish to obtain search engine optimization services you may enter into a separate agreement with BBW for such services to you or you may obtain such services from a third party.

11. Content Library

    BBW will make available a content library from which you can select content (“Library Content”) for your Member Site. BBW grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to publish Library Content on your Member Site during the term of this agreement. This licence includes the right to modify Library Content and to publish the modified Library Content on your Member Site; all such modified Library Content is “Member Content” as defined in section 23.

12. Patient Education Videos

    BBW will make available patient education videos (”Patient Videos”) to members with certain service plans, and BBW grants those members a limited, non-exclusive, non-transferable, non-sublicensable licence to make Patient Videos available for viewing on their respective Member Sites during the term of this agreement.

    
    

    For an additional service charge payable to BBW, members whose service plans include Patient Videos may contract directly with third-party providers for the right to use other video content. Such members are solely responsible for paying any such third-party providers directly for that content and for complying with any rules or restrictions that those providers may impose regarding that content. Content from those third-party providers will be deemed "Member Content" (as defined in section 23) for the purposes of this agreement.

13. Maintenance and Technical Support

    Subject to this agreement we will maintain your Account and your Member Site during the term of this agreement.

    
    

    During the term of this agreement we will provide e-mail and telephone support relating to the Services and your Member Site during our regular business hours (9 a.m. to 5 p.m. Eastern Standard time, Monday to Friday, excluding statutory holidays in Ontario). We will try to respond to your inquiries in a timely manner, but we do not make any guarantees about how quickly we will respond or how quickly technical issues will be resolved.

14. BiteBank Websites Updates

    During the term of your subscription, you will be entitled to receive all generally-released new versions of BiteBank Websites software. You will also have access to BiteBank's newest website design releases, changes, service packs and patches. Updates will not include structural or coding changes to your website, however.

    
    

    Features of updates may require that your hardware, operating systems and third-party software be updated in order for those features to function. You are responsible for upgrading your hardware, operating systems and third-party software as may be required for those features to function.

15. Term and Renewal

    The initial term of this agreement will be the period specified when you registered your Account (one, two or three years). Unless this agreement is terminated earlier in accordance with its terms, or unless the parties agree in advance to renew this agreement on different terms, when that initial term expires this agreement will automatically continue on a month-to-month basis until terminated by you or us under sections 39 and 40.

16. Fees and Payment

    You will pay BBW the fees set out on the Website from time to time plus all applicable taxes ("Fees") to become a member and receive the Services, including:

    1. a one-time Account setup fee that is immediately due and payable when you register your Account;
    2. a recurring monthly fee (paid monthly in advance) based on your Service plan that commences immediately when you register your Account; and
    3. if BBW develops a customized Member Site for you under a separate agreement, development fees as set out in that agreement.

    We may change the Fees from time to time upon providing 30 days’ notice to you.

    
    

    You may pay your monthly fees on an annual basis, in advance; if you do so, you will receive the following discounts from those monthly fees:

    4. 12 months’ monthly fees paid in advance: 5 percent discount;
    5. 24 months’ monthly fees paid in advance: 10 percent discount;
    6. 36 months’ monthly fees paid in advance: 15 percent discount;

    Any such discounts may not be combined with any other discounts, offers or promotions that BBW may from time to time make available and also will not apply if this agreement continues on a month-to-month basis after the initial term expires.

    
    

    If you are a Canadian resident you will be charged, and you will pay, Fees in Canadian currency. If you are not a Canadian resident you will be charged, and you will pay, Fees in United States currency.

    
    

    You will pay all Fees directly to BBW via credit card, or such other payment method as BBW may approve in writing. If you pay via credit card, you hereby authorize BBW to charge all amounts to the credit card number you provide to BBW when you register your Account. If your credit card payment is rejected or refused you will immediately pay BBW the amount due and provide BBW with an alternative credit card number for future payments. If you do not provide alternative credit card information that successfully authorizes payment within 10 days after the first payment is refused, we may suspend your Account and rights to all Services. You represent and warrant to BBW that each credit card you use for payment to BBW belongs to you, and you have the right to charge all such payments on the credit card(s).

17. Refunds

    Except as specifically set out below, all payments (regardless of how they were made) are non-refundable.

    
    

    If you are not satisfied with the Services and notify us within 30 days after registering your Account, we will terminate your Account and refund all recurring monthly fees you have paid up to the termination date. You acknowledge and agree that the one-time Account setup fee is not refundable.

18. Interest

    You will pay BBW simple interest on all overdue amounts at a rate of 18% per year or, if less, at the maximum rate of interest permitted by applicable law, calculated from the date payment was due until the date payment (including accrued interest) is made in full.

19. Promotions and Credits

    BBW may from time to time make available promotion codes that grant you a discount on Fees. If you are eligible to use a promotional code, you may not combine that promotional code with any other BBW discount, offer or promotion.

    
    

    BBW may from time to time offer credits (for example, for a certain amount of design services or for a free month of services). Such credits are not redeemable for cash or any other form of credit and have no monetary value. You have no ownership interest in your accrued credits. Credits may not be purchased or sold and are not transferable. If you receive any credits, you must use them within 3 months; any credits not used within that period will expire.

20. Your Privacy Obligations

    Without limiting anything in this agreement, you must comply with all applicable privacy laws and must not collect, use, retain or disclose any third party’s personal information without their consent unless otherwise permitted by law to do so.

    
    

    You acknowledge and agree that you are solely responsible for complying with all applicable privacy laws and for preparing, implementing and maintaining all privacy policies and other privacy practices required by those laws with respect to any personal information (of your clients or otherwise) that you collect, use or disclose, whether on or through your Account or Member Site or otherwise, including, without limitation, the Confidentiality Clause of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), well as any other healthcare specific legislation. We do not represent or warrant that any documentation or information we provide complies with any jurisdiction’s privacy laws, and you should obtain advice from a qualified professional about privacy compliance before preparing or implementing any privacy policies or practices.

    
    

    If you collect personal information from your clients through your Member Site, we will store that information for you as part of hosting your Member Site. You acknowledge and agree that we are doing so solely as a service provider to you, and that we have no obligations regarding that information other than to take reasonable measures to keep it secure.

21. Your Privacy Consent

    We respect your personal privacy, and only collect, use and disclose your personal information as described in our Privacy Policy. Except as set out in the Privacy Policy: (i) if we ask you to provide us with any personal information, we will tell you the purposes for which we intend to use that information; (ii) we will not collect, use, or disclose that information without your consent; and (iii) we will not use or disclose that information for any other purposes without your consent.

    
    

    YOU HEREBY CONSENT TO THE COLLECTION, USE AND DISCLOSURE OF YOUR PERSONAL INFORMATION IN THE MANNER DESCRIBED IN OUR PRIVACY POLICY.

22. Trade-marks

    The names, logos, graphics, slogans, service marks, trade names and trade-marks on the Website (the "Marks") are the property of BBW or its third-party suppliers. The Marks belong to their respective owners, and you are not authorized to use any of the Marks in any advertising, marketing or any other commercial manner without prior written consent.

23. Proprietary Rights

    You may provide various content on or through the Member Site (the "Member Content"), including images, articles, blog posts, and newsletters. As between you and BBW, you will retain ownership of all Member Content and all intellectual property rights in the Member Content. You are solely responsible for the suitability, accuracy and completeness of all Member Content and ensuring that the Member Content complies with applicable laws and does not infringe, violate or misappropriate any third-party rights. You acknowledge and agree that BBW has no obligation to monitor Member Content for suitability, accuracy, or completeness. Despite the foregoing, if BBW becomes aware of any error in any Member Content BBW may notify you of the error and if you so request in writing, will revise the Member Content.

    
    

    As between you and BBW, BBW and its suppliers will solely own the following (collectively the "BBW Property"):

    1. the Website and its organization and design, and all information, images, artwork, text, video, pictures and other material (including the Library Content, Patient Videos, website themes, images and videos described in section 8) on or accessible through the Website, the Member Site or the Services (other than Member Content);
    2. all tools, hardware and software used to provide the Website, the Member Site and the Services;
    3. the Website’s and Member Site’s graphical design and user interface and the look and feel of the Website and the Member Site and their user interfaces (other than Member Content);
    4. the Marks;
    5. your Account; and
    6. all intellectual property rights and other proprietary rights in and to the property listed in (a) through (e) above.

    If your Member Site is created through a separate custom development agreement then the design of your Member Site, and its underlying software code, will be Member Content once you have fully paid for all related development Services. All other Member Sites will be BBW Property.

    
    

    You must not copy, use or exploit any of the BBW Property except as explicitly permitted by this Agreement.

24. Licence to Member

    During the term of this agreement, and subject to this agreement's terms and conditions, BBW grants you a limited, non-exclusive, non-transferable, non-sublicensable revocable right to access the Services through the Website and to manage, publish and update your Member Site in accordance with this agreement. You may only reproduce, publish or distribute BBW Property in electronic form through your Member Site. You may not reproduce, publish or distribute BBW Property in any physical media unless BBW has expressly consented in writing and you have paid such additional fees as BBW may require.

    
    

    YOU ARE RESPONSIBLE FOR VERIFYING THE SUITABILITY, ACCURACY AND COMPLETENESS OF ALL BBW PROPERTY, AND YOU PUBLISH AND OTHERWISE EXPLOIT BBW PROPERTY SOLELY AT YOUR OWN RISK. BBW IS NOT LIABLE FOR, AND YOU RELEASE BBW FROM ANY LIABILITY FOR, ANY BBW PROPERTY OR YOUR USE OR PUBLICATION OF ANY BBW PROPERTY.

25. Licence to BBW; Moral Rights

    You hereby grant BBW a worldwide, non-exclusive, royalty free licence (the “Licence”) to copy, publicly display, modify, transmit, telecommunicate, use and distribute the Member Content through the Services, and to sub-license third parties to do the same, during the term of this agreement. You hereby waive in favour of BBW all moral rights and droits d’auteurs that you may have in the Member Content for the duration of the Licence.

26. Your Representations Regarding the Member Content

    You represent and warrant to BBW that:

    1. you either own the Member Content or have written permission from the Member Content’s owner to exploit the Member Content and make the Member Content available through the Services and on the Member Site;
    2. you have the right to grant the Licence; and
    3. the reproduction, display, distribution, use and other exploitation of the Member Content by BBW and our service providers will not infringe or violate the rights of any third party.
27. Rules

    Whenever you access, use or otherwise deal with the Services, including in your provision and operation of your Member Site for your clients, you must comply with all:

    1. applicable laws, including privacy laws;
    2. acceptable use policies and other policies that BBW implements with respect to the Website or the Services from time-to-time, as posted on the Website; and
    3. other rules, policies and procedures BBW communicates to you from time-to-time.
28. Restrictions

    Except as expressly permitted by this agreement, you must not:

    1. reverse engineer, de-compile, hack, disable, disrupt, interfere with, disassemble, copy, decrypt, reassemble, supplement, translate, adapt or enhance any of the BBW Property or the Services;
    2. use any spider, robot, web crawler or other automatic means to access (or attempt to access), search or monitor the Website or Services or their content or to harvest or collect information about other users;
    3. use any automatic means, including software, to interfere with or attempt to interfere with the Website or the Services or their use by any other user;
    4. except for linking to the Website’s home page, create Internet links to the Website, its Services or content, or "frame" or "mirror" the Website, its Services or content on any other server or Internet-enabled device;
    5. post on, upload to or transmit from the Website, your Member Site or the Services any content, link or anything else that (if reproduced, published, transmitted or used) may:
    1. be defamatory, threatening, abusive, harassing, hateful, obscene, pornographic, harmful or invasive of anyone’s privacy, or excessively violent,
    2. violate any law including intellectual property, privacy, securities or other laws;
    3. impersonate any person;
    4. give rise to civil or other liability; or
    5. relate to illegal drugs, weapons, gambling or other illegal activities;
    6. upload to or transmit from the Website, your Member Site or the Services any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful component;
    7. use the Website, your Account, the Member Site or the Services to do or attempt to do any of the following without BBW’s prior written permission:
    1. send spam or other bulk messages;
    2. gain unauthorized access to any data, network or system;
    3. refer to any BBW competitor or any service that is similar to or competitive with the Website or Services;
    4. monitor data or traffic on any network or system;
    5. obtain an email address, user name or other information about a third party without their consent;
    6. use any misleading, false or deceptive TCP/IP header information in any email or posting;
    7. conduct or instigate any denial of service attack against BBW’s Website or network, or any third party’s website or network; or
    8. commit any dishonest act, act of fraud or any act that infringes any third-party rights or that violates any applicable law or regulation in any jurisdiction;
    8. improperly make complaints or use “flag” buttons or make false reports on the Website;
    9. artificially inflate or alter ratings, views or statistics on the Website or your Member Site;
    10. falsify any data or information available on the Website or your Member Site;
    11. delete or modify any intellectual property or other notice on the Website or the Member Site;
    12. sell or transfer your Account, or allow any third party to access or use it;
    13. avoid, circumvent, or disable any access control technology, security device, procedure, protocol, or technological protection mechanism that may be included or established in or as part of any of the Website or the Services or any hardware or software used to provide the Website or the Services, or third party hardware, software or services;
    14. interfere with the Services or any third party's use of the Website or the Services;
    15. resell any of Services or allow any third party to use or access the Website or the Services without BBW’s prior written consent;
    16. cause any unreasonable burden or load on BBW's Website or Services or its computer systems, as determined by BBW in its sole discretion; or
    17. authorize or encourage any third party to do any of the above.
29. Monitoring and Disclosure

    BBW does not normally monitor your use of the Services; however, BBW and its representatives may do so. We reserve the right to remove, edit or reclassify content that we determine, in our sole discretion, is objectionable for any reason. We will not have any liability for any failure to remove, or delay in removing, any content. We may disclose any information that is necessary to satisfy any law, regulation or lawful request or as necessary to operate the Services or to protect the rights or property of BBW or others that are directly related to providing the Services. If BBW believes that criminal activity has occurred, BBW reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. If BBW receives any notice (or has any reason to believe) that any of the Member Content (or the display or availability of the Member Content) violates this agreement, BBW may remove the Member Content in its sole discretion without prior notice.

30. Terms of other Services

    If you use any other service or software provided by or through the Website or the Services, you must comply with all terms and conditions that are imposed upon your use of that service or software.

31. Your Responsibilities

    You are solely responsible for obtaining all computer equipment and connections required to access and use the Website and Services. BBW will not be responsible for the workings or failures of your computer equipment, network, software or Internet access.

32. Interruptions/Errors

    Your use of the Website, your Account, the Member Site and the Services might be interrupted and will not be free of errors. Some of the content on the Website or available through the Services might be translated, and those translations may not be accurate or appropriate. Any of the Website, your Account, the Member Site and the Services may be unavailable from time-to-time due to routine maintenance, upgrades, hardware or software malfunctions, repairs, power outages, hackers, denial of service attacks, unforeseeably large service demands, or other reasons beyond BBW’s control.

    
    

    If your Account or your Member Site becomes inactive or inaccessible solely because of BBW's error then BBW will reimburse you as follows: for each day that your Account or your Member Site is inactive or inaccessible, BBW will reimburse you an amount equal to your recurring monthly Fee divided by the number of days in the applicable calendar month (for example, if your monthly fee is $69 and your Account is inaccessible for 2 days in June, BBW will reimburse you (69/30) X 2, or $4.60).You acknowledge and agree that this reimbursement is your sole and exclusive remedy if your Account or your Member Site becomes inactive or inaccessible solely because of BBW's error.

33. Modifications

    From time to time BBW may add new features to the Website and the Services, remove existing features from the Website and the Services, or otherwise modify the Website and the Services (including their functionality, “look-and-feel”, universal resource locators and software components).

34. Links to Third Party Websites

    The Website may include links to third-party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of those websites and you acknowledge and agree that BBW is not responsible for the content or availability of any such sites or for any communications or materials available at those linked sites, or personal information collected about you from those sites. You may be charged fees to access or use the linked sites; these fees are not covered by any Fees you pay to BBW.

35. Disclaimer

    THE WEBSITE, THE BBW PROPERTY AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND. BBW DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN RESPECT OF THE WEBSITE, THE BBW PROPERTY AND THE SERVICES, INCLUDING THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION OR COMPATIBILITY. BBW DOES NOT REPRESENT OR WARRANT THAT: (A) THE BBW PROPERTY OR MATERIALS ON THE WEBSITE OR AVAILABLE THROUGH THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; (B) ANY PROCEDURES, ADVICE OR TREATMENTS REFERRED TO IN ANY BBW PROPERTY OR MATERIALS ON THE WEBSITE OR AVAILABLE THROUGH THE SERVICES ARE SUITABLE OR EFFECTIVE OR WILL HAVE ANY SPECIFIC RESULT OR OUTCOME; (C) THE WEBSITE OR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (D) THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (E) THAT THE WEBSITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

    
    

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

36. Limitation of Liability

    YOU USE THE WEBSITE, YOUR ACCOUNT, THE BBW PROPERTY AND THE SERVICES AT YOUR OWN RISK. BBW WILL NOT BE LIABLE FOR ANY LOSS IN CONNECTION TO THE USE OF, OR INABILITY TO USE, THE WEBSITE, YOUR ACCOUNT, YOUR MEMBER SITE, THE BBW PROPERTY AND THE SERVICES, INCLUDING ANY LOSS TO YOUR MEMBER CONTENT, WHETHER ARISING FROM BBW’S NEGLIGENCE OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING THE PREVIOUS SENTENCE, BBW WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER, OR FOR DAMAGES FOR BUSINESS INTERRUPTION, LOST DATA OR LOST PROFITS, IN CONNECTION WITH THE WEBSITE, YOUR ACCOUNT, YOUR MEMBER SITE, THE BBW PROPERTY OR THE SERVICES, EVEN IF BBW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

37. Maximum Liability

    IF, DESPITE THE LIMITATIONS SET OUT ABOVE, BBW BECOMES LIABLE TO YOU IN RESPECT OF ANY OF THE WEBSITE, YOUR ACCOUNT, YOUR MEMBER SITE, THE BBW PROPERTY OR THE SERVICES, THAT LIABILITY WILL BE LIMITED TO THE MONTHLY FEES YOU PAID TO BBW IN THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

    
    

    THE LIMITATIONS ON LIABILITY IN SECTION 36 (LIMITATION OF LIABILITY) AND THIS SECTION 37 (MAXIMUM LIABILITY) ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

38. Indemnity

    YOU WILL INDEMNIFY BBW AND ITS AFFILIATES, OFFICERS, DIRECTORS, SHARE-HOLDERS, EMPLOYEES, REPRESENTATIVES, LICENSORS AND LICENSEES (COLLECTIVELY, THE "INDEMNITEES") AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ALL DAMAGES, INJURIES, LIABILITIES, COSTS, EXPENSES AND LEGAL FEES THAT THE INDEMNITEES MAY INCUR ARISING FROM OR RELATED TO:

    1. THE MEMBER CONTENT, INCLUDING CLAIMS THAT THE MEMBER CONTENT OR THE EXPLOITATION OF IT AS PERMITTED BY THIS AGREEMENT INFRINGES OR VIOLATES THE RIGHTS OF ANY THIRD PARTY; OR
    2. YOUR USE OF THE WEBSITE, YOUR ACCOUNT, YOUR MEMBER SITE, THE BBW PROPERTY AND THE SERVICES; OR
    3. YOUR COLLECTION, USE OR DISCLOSURE OF PERSONAL INFORMATION THROUGH YOUR ACCOUNT OR YOUR MEMBER SITE; OR
    4. ANY CLAIM THAT BBW PROPERTY OR MATERIALS ON THE WEBSITE OR AVAILABLE THROUGH THE SERVICES ARE INACCURATE, INCOMPLETE, UNRELIABLE, NO LONGER CURRENT OR CONTAIN ERRORS, OR THAT ANY PROCEDURES, ADVICE OR TREATMENTS REFERRED TO IN ANY BBW PROPERTY OR MATERIALS ON THE WEBSITE OR AVAILABLE THROUGH THE SERVICES ARE NOT SUITABLE OR INEFFECTIVE OR DID NOT HAVE ANY SPECIFIC RESULT OR OUTCOME; OR
    5. THE UNTRUTHFULNESS OR INACCURACY OF ANY OF YOUR REPRESENTATIONS OR WARRANTIES TO US; OR
    6. YOUR BREACH OF ANY OBLIGATION IN THIS AGREEMENT.
39. Termination

    Without prejudice to any of our rights at law or equity, BBW may terminate your Account or access to the Services with no prior notice if you fail to make a payment to BBW as and when required, or if you breach this agreement, or if any of your representations or warranties is or becomes untrue, or if so requested by law enforcement or other government agencies. You acknowledge and agree that BBW will not be liable to you or any third party for any termination of your Account or access to Services. If BBW terminates this agreement for cause, we may choose, in our sole discretion, not to refund any prepaid fees or other amounts to you.

    
    

    In addition, BBW may terminate this agreement in its sole discretion upon 60 days’ notice to you.

40. Termination by You

    You may terminate your Account at any time by giving written notice to BBW. Terminating your Account is your only remedy with respect to any dispute with BBW, including disputes relating to:

    1. this agreement or our enforcement of it;
    2. the Website, the BBW Property, the Member Site or the Services; and
    3. the amount, type or payment of Fees.
41. Remedies

    In addition to any other available remedies, if you breach any of your obligations under this agreement BBW may suspend or terminate the Services and your Account. If BBW believes that unauthorized or improper use is being made of the Website or Services, we may, without notice, take such action as we, in our sole discretion, deems appropriate, including blocking messages from a particular internet domain, mail server or IP address.

42. Effect of Termination

    Upon termination of your Account, the Services or this agreement:

    1. you will immediately cease all use of the Website, your Account, the BBW Property and the Services;
    2. BBW will suspend or inactivate your Account, such that you will have no further access to your Account or anything associated with it (including e-mails or other content in your Account), and will inactivate the domain names associated with your Member Site so that your Member Site will no longer be publicly accessible;
    3. subject to section 17, you will not receive any refunds for Fees you paid under this agreement;
    4. you will immediately pay BBW all amounts owing under this agreement;
    5. BBW may delete some or all of the Member Content from your Account within 60 days after termination, if BBW wishes to do so;
    6. sections 9, 16, 18, 20, 21, 22, 23, 28, 35, 36, 37, 38, 41, 42, 43, 44, 45, 46, 47 will survive termination.
43. Arbitration

    Except for actions to protect intellectual property rights and to enforce an arbitrator's decision, all disputes arising out of or relating to this agreement will be submitted to and finally resolved by arbitration by a single arbitrator under the rules of the Arbitration Act, 1991 (Ontario) then in effect. The arbitration will take place in Toronto, Ontario, Canada, and may be conducted telephone or video conference. The arbitrator will apply Ontario laws to all issues in dispute. The dispute will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any other party's dispute. The arbitrator's findings will be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement.

44. Governing Law

    This agreement will be governed by the laws in effect in Ontario, Canada, without reference to any conflicts of laws rules. You attorn to the exclusive jurisdiction of the Ontario courts sitting in Ottawa, Ontario; however, you or BBW may apply to a court of competent jurisdiction for interim protection or equitable relief such as an injunction.

45. Jurisdiction

    BBW operates from Ontario, Canada, and makes no representation that the Website or the Services are appropriate or available for use in any particular jurisdiction. Unless otherwise specified, the BBW Property is presented solely for the purpose of patient education in North America. BBW makes no representation that BBW Property in this site are appropriate or available for use in other locations. Those who access the Website or the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

46. Language

    The parties have expressly agreed that this agreement and all ancillary agreements, documents or notices relating thereto be drafted solely in the English language. Les parties aux présentes ont expressément convenu que ce accord et toute autre convention, document ou avis y afférent soient rédigés en anglais seulement.

47. General

    No delay or failure to act by BBW regarding any default will impair any of BBW’s rights or remedies that are not expressly waived in writing. This agreement supersedes all prior agreements of the parties regarding the Services, and constitute the whole agreement with respect to the Services. You may not assign or sublicense this agreement or any of your rights under this agreement without our prior written consent, which may be withheld in our sole discretion. We may assign or sublicense this agreement and any of our rights and obligations under it in our sole discretion. The parties are independent contractors and this agreement does not make either party an employee, agent, partner or joint venturer of the other. This agreement will enure to the benefit of and be binding upon the parties and their lawful successors and permitted assigns. BBW will not be liable for any delay or damage caused as a result of any event beyond its reasonable control; any delay caused by any such event will not be deemed to be a breach of or failure to perform this agreement. If any provision of this agreement is declared invalid or unenforceable, such provision will be severable and will not affect the validity or enforceability of any other provision.

48. Notices

    Each party will provide the other with written notice under this agreement by sending the other party notice as follows: (a) for you, notice will be sent to the e-mail address associated with the Account, and (b) for BBW, notice will be sent to:
    
    BiteBank Websites Inc.
    301-67 Mowat Avenue,
    Toronto, Ontario, M6K 3E3
    
    Phone: 1 (888) 575-7932
    Fax: 1 (888) 915 1932 or 1 (647) 352 2932