NEKSA COACHING TECHNOLOGIES LTD. WEBSITE TERMS AND CONDITIONS OF USE 

Welcome to https://www.NEKSA.com (together with all subdomains, the “Website”). This Website is provided primarily to provide our customers with career coaching, career development, and other related goods or services. 

1. ACCEPTANCE OF THE WEBSITE TERMS AND CONDITIONS OF USE 

1.1 Terms and Conditions 

These Website terms and conditions of use are entered into, by, and between you and NEKSA Coaching Technologies Ltd. (the “Company,” “we,” “us,” “our”). The following terms and conditions, together with any documents or additional terms they expressly incorporate by reference including, without limitation, our Privacy Policy www.NEKSA.com/pages/privacy (collectively, these “Terms and Conditions”), govern your access to and use of the Website including, without limitation, all contents, features, services, and functionalities including all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, infrastructure, and arrangement, whether created by us, by you, or by a third party (collectively, the “Contents”). 

1.2 Acceptance 

BY ACCESSING OR USING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND CONDITIONS, INCLUDING THOSE TERMS AND CONDITIONS SET FORTH IN OUR PRIVACY POLICY www.NEKSA.com/pages/privacy , INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY www.NEKSA.com/pages/privacy, YOU MUST NOT ACCESS OR USE THE WEBSITE. 

1.3 Age of Majority 

BY ACCESSING OR USING THIS WEBSITE, YOU REPRESENT AND WARRANT TO THE COMPANY THAT YOU ARE THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE AND THAT YOU ARE ABLE, UNDER APPLICABLE LAW, TO FORM A BINDING CONTRACT WITH THE COMPANY AND TO MEET ALL OF THE ELIGIBILITY REQUIREMENTS SET OUT IN THESE TERMS AND CONDITIONS. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE WEBSITE. 

1.4 Representative Use 

YOU AGREE THAT YOU WILL ONLY USE THIS WEBSITE TO CONDUCT CAREER-RELATED RESEARCH AND TO MAKE LEGITIMATE CAREER COACHING, CAREER DEVELOPMENT, AND OTHER RELATED GOODS OR SERVICES INQUIRIES OR PURCHASES FOR YOU OR FOR ANOTHER PERSON OR ENTITY FOR WHOM YOU ARE LEGALLY AUTHORIZED TO ACT. YOU REPRESENT AND WARRANT TO THE COMPANY THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON SUCH PERSON OR ENTITY’S BEHALF. YOU MUST INFORM SUCH OTHER PERSONS OR ENTITIES ABOUT THESE TERMS AND CONDITIONS AND ANY TERMS AND - 2 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


CONDITIONS THAT APPLY TO ANY SUCH PURCHASESTHAT YOU HAVE MADE ON SUCH PERSON OR ENTITY’S BEHALF, INCLUDING ALL RULES AND RESTRICTIONS APPLICABLE THERETO. 

2. MODIFICATIONS TO THE TERMS AND CONDITIONS AND TO THE WEBSITE 

2.1 Modification of Terms and Conditions 

We reserve the right, in our sole discretion, to revise and update these Terms and Conditions at any time and from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to periodically review these Terms and Conditions in order to be aware of any such modifications. Your continued of the Website constitutes your acceptance of any such modifications. 

2.2 Modification of Website 

We may change, withdraw, or terminate the information, material, or any service or function provided on this Website, and the Website itself, at any time in our sole discretion without notice to you. We will not be liable to you or to any third party if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period. 

3. SERVICES AND PAYMENT 

3.1 Services 

You may purchase from us certain career coaching, career development or related services as detailed on the Website. If you make such a purchase, we will provide the purchased service to you in accordance with the descriptions, timing, pricing and other terms and conditions set forth on the Website or these Terms and Conditions, or otherwise communicated to you by us for such services. We may, at any time after receipt of your order for a service and in our sole discretion, accept or decline your order for any reason including, but not limited to, an incorrect advertised service description or service price. Your receipt of an order confirmation from us does not constitute our acceptance of your service order. 

3.2 Payment 

If you purchase a service from us, you must pay the full amount of the purchase price and all applicable taxes associated with that service to us at the time of purchase using the payment mechanisms specified on the Website and in accordance with the payment terms for such service as set forth on the Website. If your payment fails or is declined for any reason, your order is deemed to have been declined by us, and we will not be obligated to provide the ordered services to you. 

3.3 Refunds 

You may cancel your purchase of services from us within five days of the date of such purchase, provided you have not viewed or otherwise accessed more than 30 minutes of the career coaching, career development or other related Contents which are included in the purchased services. If the foregoing cancellation conditions are met, we will provide you with a full refund of the amount which you paid to us for the purchased services. For greater certainty, if you fail to cancel your purchase of services from us within five days - 3 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


of the date of purchase or if you have viewed or otherwise accessed more than 30 minutes of the career coaching, career development or other related Contents which are included in the purchased services, you are not entitled to a refund of all or any part of the amount which you paid to us for the purchased services. If you are not entitled to a refund for your purchased service, we will continue to make the purchased services available to you, subject to and in accordance with the terms and conditions set forth on the Website or otherwise communicated to you by us, and these Terms and Conditions. 

4. REPORTING AND CONTACT 

4.1 Intellectual Property Rights Infringement, Misuse, Feedback 

Should you become aware of any infringement of the intellectual property rights of the Company, its affiliates, or its licensors, or should you become aware of misuse of the website including, without limitation, libelous or defamatory conduct you must report such infringement to the Company at: legal@NEKSA.com. All other feedback, comments, requests for technical support, and other communications relating to the Website (collectively, “Feedback”) should be directed to: customercare@NEKSA.com. 

4.2 Notice by E-mail 

Both you and the Company may give legal notice to the other party by means of e-mail. Any such legal notice sent by e-mail is deemed delivered when sent by the sending party. The notice address of the Company is: legal@NEKSA.com (or such other address that the Company provides to you). Your notice address is the current e-mail address listed by you in your user profile. 

5. YOUR USE OF THE WEBSITE AND ACCOUNT SET-UP AND SECURITY 

5.1 Access to Website 

As a condition of your access to and use of the Website, you must use the Website only for lawful purposes and in accordance with these Terms and Conditions. You are solely responsible for obtaining your own access to the Website and for the Website’s availability and performance including, without limitation, with respect to obtaining and maintaining all telephone, computer, and other hardware and software required to access and use the Website and its Contents. You must ensure that all persons who you knowingly permit to access the Website through your internet connection are aware of and comply with these Terms and Conditions. You are solely responsible for any security breaches or performance issues relating to your access to or use of the Website. 

5.2 Provision of Information 

The Website, including certain Content or areas of the Website, may require user registration. Registering for a user account will require you to provide us with information about yourself or the person or entity on whose behalf you are registering. It is a condition of your use of the Website that all of the information you provide on or through the Website is correct, current, and complete. Your provision of registration information and any submissions you make to the Website through any functionality such as applications, e-mail, or other messaging systems, personal or other group web pages, profiles, forums, bulletin boards, and other such functions (collectively, “Interactive Functions”) constitutes your consent to all actions consistent with our Privacy Policy www.NEKSA.com/pages/privacy which we may take with respect to such information. - 4 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


5.3 Security Information 

You must treat as confidential and must not disclose to any person or entity any user name, password, or any other piece of information chosen by you or provided to you as part of our security procedures. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your username, password, or other personal or security information. You must notify us immediately of any unauthorized access to or use of your user name or password, or any other breach of security. You must also ensure that you log out from your account at the end of each session. You are responsible for any password misuse or any unauthorized access. 

5.4 Termination of Access 

We reserve the right, at any time and from time to time, to disable or terminate your account, any user name, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason including, without limitation, due to any violation of these Terms and Conditions. You understand that once your account is terminated, whether by you or by us, we have no obligation to retain your User Submissions (as defined in these Terms and Conditions) or other user data, and we may delete your User Submissions and other user data 30 days after such termination. 

5.5 Prohibited Security Violations 

You must not attempt to circumvent and violate the security of this Website including, without limitation, by: 

(a) accessing content and data that is not intended for you; 

(b) attempting to breach or breaching the security and/or authentication measures which are not authorized; 

(c) restricting, disrupting, or disabling service to users, hosts, servers or networks; 

(d) illicitly reproducing TCP/IP packet header; 

(e) disrupting network services and otherwise disrupting the Website owner’s ability to monitor the Website; 

(f) using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; 

(g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; 

(h) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; or 

(i) otherwise attempting to interfere with the proper working of the Website. - 5 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP 

6.1 Copyright and Other Intellectual Property Rights 

You understand and agree that the Website and its Contents including, without limitation, all career coaching and career development courses, course content, advice and other related goods, services, information and materials provided to you on or through the Website or otherwise to you by the Company, are owned by the Company, its affiliates, its licensors, its successors and assigns, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and other proprietary rights, and that you have no right, title or interest to the Website or any of its Contents. 

6.2 Trademarks 

You understand and agree that: 

(a) the Company name “NEKSA Coaching Technologies Ltd.”, the Company logo, and all related names, logos, product and service names, designs, images and slogans are trademarks of the Company, its affiliates, or licensors, and you must not use such marks without the prior written permission of the Company; 

(b) other names, logos, product and service names, designs, images and slogans mentioned or which appear on this Website are the trademarks of their respective owners; and 

(c) use of any such property, except as expressly authorized, constitutes a violation of the rights of the property owner. 

6.3 Grant of Limited License 

To the extent that the Company, its affiliates, or its licensors grant you access to the Website and its Contents, you are granted a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Website and Contents, subject to and in accordance with these Terms and Conditions. 

6.4 Reproduction of Website and Contents 

You must not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website or its Contents, in any form or medium whatsoever, except: 

(a) your computer and browser may temporarily store or cache copies of materials being accessed and viewed; 

(b) a reasonable number of copies for personal use only may be downloaded or printed, keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever; and 

(c) in the event social media features are provided with respect to certain Content on our Website, you may only take such actions as the Website permits for such features, - 6 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


and in any event, you must not modify copies of any materials from the Website, nor delete or alter any proprietary rights notices from such copies. You must not access or use for any commercial purposes any part of the Website or its Contents, or any services or materials available through the Website. If you use, print, copy, or download, in any form or medium, any part of the Website or its Contents in breach of these Terms and Conditions, your right to use the Website ceases immediately and you must, at our option and promptly upon our request, return or destroy any copies of the materials you have made. 

7. CONDITIONS OF USE, USER SUBMISSIONS AND CONTENT STANDARDS 

7.1 Content Standards 

The following content standards (the “Website Content Standards”) apply to any and all content, material, and information which you submit, post, publish, display, or transmit (collectively, “submit”) to the Website, other users, or other persons or entities, and to any and all Interactive Functions (collectively, “User Submissions”). Without limiting the foregoing, you agree that your use of the Website and its Contents, and any User Submissions which you submit must not: 

(a) in any manner violate any applicable federal, provincial, local, or international laws or regulations including, without limitation, any laws regarding the export of data or software, intellectual property, legal rights (including, without limitation, the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions; 

(b) include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age, or other such prohibited ground or be otherwise objectionable; 

(c) involve stalking or any attempts to exploit any individual or to harm minors in any way including, without limitation, by exposing such individuals or minors to inappropriate or other content or by asking such individuals or minors for personal information; 

(d) involve, provide, or contribute any false, inaccurate, or misleading information; 

(e) include intentionally sending, receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms and Conditions; 

(f) impersonate or attempt to impersonate the Company, a Company employee, a Company service provider, another user, or any other person or entity; 

(g) transmit, or procure the sending of, any advertisements, promotions, commercial activities or sales, including, without limitation any “spam”, “junk mail”, “chain letter”, contests or sweepstakes, or other sales promotions, barter, advertising, or other similar solicitation; 

(h) cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, or alarm any other person; - 7 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


(i) disclose private or confidential information of any third party including, without limitation, addresses, phone numbers, e-mail addresses, social security numbers, and credit card numbers; 

(j) falsely give the impression that they originate from or are endorsed by us or any other person or entity; or 

(k) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website and its Contents, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability. 

7.2 Geographic Restrictions 

The owner of the Website is based in the Province of British Columbia, Canada. This Website is not intended for use in any jurisdiction where its use is not permitted. If you access the Website from a jurisdiction where its use is not permitted, you do so at your own risk and you are responsible for compliance with any applicable laws and regulations of your jurisdiction. 

8. USER SUBMISSIONS, USER INFORMATION, FEEDBACK: GRANT OF LICENSE 

8.1 Grant of Licence 

By submitting any user information, User Submission, or Feedback to us, whether or on or through the Website or otherwise, subject to our Privacy Policy www.NEKSA.com/pages/privacy you: 

(a) agree that any such user information, User Submissions, or Feedback belong solely to us and that such user information, User Submission, or Feedback is provided to us on a non-proprietary and non-confidential basis; 

(b) consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user information, User Submissions, or Feedback; 

(c) grant to us a worldwide, royalty-free, perpetual, irrevocable, and non-exclusive license to reproduce, modify, perform, display, distribute, disclose, or otherwise use in any manner and without limitation, such user information, User Submissions, or Feedback for any purpose including, without limitation, incorporating such user information, User Submissions, or Feedback into any form, medium or technology throughout the world, without compensation to you; 

(d) waive any and all moral rights or other rights of authorship which you may have with respect to the User Submissions or Feedback including, without limitation, the right to be associated with such User Submissions or Feedback as its author and the right to remain anonymous, and you agree that such waiver is a condition of submitting any such User Submissions or Feedback to us; and 

(e) understand and agree that you are fully responsible for any User Submissions and Feedback you submit, and that you are solely and fully responsible and legally liable to any third party for the content of any User Submissions and its accuracy. - 8 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


8.2 User Submissions Representations and Warranties 

By submitting the User Submissions or Feedback to us in accordance with Section 8.1, you represent and warrant to us that: 

(a) you own or have the necessary rights to submit the User Submissions or Feedback and have the right to grant the license set forth in Section 8.1 of these Terms and Conditions; and 

(b) all User Submissions and Feedback which you submit comply with all applicable laws and regulations and with these Terms and Conditions. 

9. WEBSITE MONITORING AND ENFORCEMENT, SUSPENSION AND TERMINATION 

9.1 Company Rights 

The Company has the right, at any and all times and without provision of notice to you, to: 

(a) take such actions with respect to any User Submission which we deem necessary or appropriate, in our sole discretion including, without limitation, screening, removing, or refusing to post on the Website any User Submissions for any or no reason, including, without limitation, for violating the these Terms and Conditions; 

(b) take appropriate legal action including, without limitation, referring a matter relating to any illegal or unauthorized use of the Website to law enforcement, regulatory authorities or harmed parties and to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone submitting User Submissions on or through the Website; and 

(c) terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, for violating these Terms and Conditions. 

9.2 Waiver of Claims 

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES, OR BY LAW ENFORCEMENT AUTHORITIES. 

9.3 No Responsibility to Monitor 

We have no obligation or responsibility to you or to any third party to monitor the Website or its use, and do not and cannot undertake to review material that you, other users, or other third parties submit to the Website. We cannot ensure prompt removal of objectionable material after such material has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. - 9 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


10. THIRD PARTY WEBSITES AND THIRD PARTY SUPPLIERS 

10.1 Access to Third Party Websites 

For your convenience, this Website may provide links or pointers to third party websites. If you choose to access any such third party websites, you acknowledge and agree that you do so at your own risk. You are subject to any terms and conditions of such third party websites. 

10.2 Sharing of Website Content 

Links to third party websites from this Website may include links to certain social media features that enable you to link or transmit, on your own or using certain third party websites, certain limited Content from this Website. You may only use these features when they are provided by us, and in any event solely with respect to its Contents identified. 

10.3 Linking to Website 

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation. You must not establish a link in such a way as to falsely suggest any form of association, approval or endorsement on our part. You must not frame our Website on any other website or create a link to any part of our Website other than the homepage. We reserve the right to withdraw linking permission without notice to you. You must ensure that the website in which you are linking complies in all respects with the Content Standards. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop. 

10.4 Third Party Content 

This Website may include content provided by or sourced from third parties including, without limitation, content posted or otherwise generated by other users, third party licensors, or third party suppliers of goods or services. All information, statements, or opinions expressed in any such third party content, and all opportunities, goods, or services offered by such third party content (collectively, “Third Party Materials”), other than those provided by the Company, are solely the information, opinions and responsibility of the third party providing those Third Party Materials. Third Party Materials do not necessarily reflect the opinion, referral, or endorsement of the Company. 

11. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 

11.1 Website Content and Information 

WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT THE CONTENTS ON OUR WEBSITE ARE ACCURATE, RELIABLE, COMPLETE, COMPETENT OR UP TO DATE. THE CONTENTS OF THE WEBSITE MAY CONTAIN INACCURACIES OR ERRORS. WE SPECIFICALLY DISCLAIM ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE CONTENTS INCLUDING, WITHOUT LIMITATION, INFORMATION AND DESCRIPTION OF PRODUCTS AND SERVICES DISPLAYED ON THE WEBSITE INCLUDING, WITHOUT LIMITATION, THE PRICING, PHOTOGRAPHS, AND PRODUCT OR SERVICE DESCRIPTIONS, AND ANY RELIANCE ON THE CONTENTS (INCLUDING, WITHOUT LIMITATION, ANY CAREER - 10 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


COACHING OR CAREER DEVELOPMENT-RELATED OPINION, ADVICE OR STATEMENT, WHETHER PROVIDED BY US, OUR EMPLOYEES, OR OUR CONTRACTORS). YOU MUST UNDERTAKE YOUR OWN INVESTIGATIONS AND OBTAIN MORE SPECIFIC OR PROFESSIONAL ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION OR INACTION ON THE BASIS OF THE CONTENTS INCLUDING, WITHOUT LIMITATION, MAKING ANY CAREER DECISION. 

11.2 No Representations or Warranties 

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, THE CONTENTS, AND ANY GOODS OR SERVICES FOUND OR OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, THE CONTENTS, AND ANY GOODS OR SERVICES FOUND OR OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO: 

(a) THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, QUALITY, FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, COMPETENCY, VALUE CURRENCY OR AVAILABILITY OF THE WEBSITE, THE CONTENTS (INCLUDING ANY THIRD PARTY MATERIALS), THIRD PARTY WEBSITES (WHETHER LINKED FROM THE WEBSITE OR OTHERWISE) 

(b) ANY GOODS, SERVICES, OR CONTENT FOUND, ADVERTISED OR DISPLAYED ON OR THROUGH THE WEBSITE, THE CONTENTS, THIRD PARTY WEBSITES OR THIRD PARTY MATERIALS; 

(c) THE RESULTS OF USING OR RELYING ON THE WEBSITE OR ITS CONTENTS INCLUDING, WITHOUT LIMITATION, YOUR EXPECTATIONS OF, YOUR PROSPECTS FOR, OR YOUR LIKELIHOOD OF EMPLOYMENT, CAREER PROMOTION, CAREER ADVANCEMENT OR CAREER DEVELOPMENT; OR 

(d) THE CORRECTION OF WEBSITE OR CONTENT ERRORS OR DEFECTS, THE AVAILABILITY OF OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE, OR THE LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

11.3 Limitation of Liability for Breach of Security 

WE CANNOT AND DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM OR THROUGH THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE, THE CONTENTS AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR - 11 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ITS CONTENTS, OR ANY GOODS OR SERVICES FOUND OR OBTAINED ON OR THROUGH THE WEBSITE OR DUE TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO OR ON IT. 

11.4 Limitation on General Liability 

TO THE FULLEST EXTENT PROVIDED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, OR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE COMPANY OR OTHER AFOREMENTIONED PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW OF SAME, ARISING OUT OF OR IN CONNECTION WITH YOUR RELIANCE ON, USE OF, OR INABILITY TO USE, THE WEBSITE AND ITS CONTENTS, THIRD PARTY MATERIALS, ANY LINKED WEBSITES OR OTHER THIRD PARTY WEBSITES, THIRD PARTY WEBSITE CONTENT, OR ANY MATERIALS, POSTING OR INFORMATION THEREON. YOU EXPRESSLY AGREE THAT IN NO EVENT WILL OUR LIABILITY TO YOU EXCEED THE PRICE YOU PAID FOR THE GOOD OR SERVICE THAT IS THE SUBJECT OF YOUR CLAIM. 

12. GENERAL TERMS 

12.1 Indemnification 

To the maximum extent permitted by applicable law, you must defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms and Conditions or your use of the Website or its Contents, including, but not limited to, those relating to your User Submissions, third party websites, your dealings with any third party suppliers. 

12.2 Entire Agreement 

These Terms and Conditions, including our Privacy Policy www.NEKSA.com/pages/privacy, and other documents incorporated herein by reference constitute the sole and entire agreement between you and the Company regarding your use of and access to the Website, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding same. - 12 - 

NEKSA - Website Terms and Conditions [FINAL 25 APR 2019] 


12.3 Cumulative and Equitable Remedies 

Rights and remedies under these Terms and Conditions are cumulative and are in addition to and not in substitution of any other rights and remedies available at law or in equity or otherwise. You understand and agree that irreparable damage may occur if you do not comply with these Terms and Conditions and that the Company is entitled to seek, in addition to any other remedy the Company may be entitled to at law or in equity, equitable relief including, without limitation, injunctive relief or specific performance. 

12.4 Governing Law and Forum 

The Website and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule, and notwithstanding your domicile, place of residence or physical location. Any action or proceeding arising out of or relating to this Website and these Terms and Conditions will be instituted in the courts of the province of British Columbia or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You irrevocably waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. 

12.5 Headings 

The headings in these Terms and Conditions are included for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of these Terms and Conditions or any provision herein. 

12.6 Waiver 

No waiver under these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 

12.7 Severability 

If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such