1. YOUR ACCEPTANCE

The following Terms of Use (“Terms”) constitute a legal agreement between you and Canadian Mastermind Development Corporation (“CMDC”) and govern your use of the services and websites (“Service”), and any information, text, graphics or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to any of the following Terms, please do not use the Service. You should print or otherwise save a copy of these Terms for your records.

The Service may contain links to third party websites that are not owned or controlled by CMDC. CMDC has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third party websites. In addition, CMDC will not and cannot censor or edit the content of any third party sites. By using the Service, you expressly relieve CMDC from any and all liability arising from your use of any third party website.

Accordingly, we encourage you to be aware when you leave the Service and to read the terms, conditions and privacy policy of each other website that you visit.

Legal Authority

To use the Service, you:

(a) must be of legal age to form a binding contract with CMDC, and
(b) cannot be a person barred from receiving the Service under the laws of Canada or other applicable jurisdictions, including the country in which you reside or from where you use the Service. By accepting these Terms, you represent that you understand and agree to the foregoing.

Changes to this Agreement

CMDC may update or change these Terms from time to time and recommends that you review the Terms on a regular basis. You understand and agree that your continued use of the Service after the Terms have changed constitute your acceptance of the Terms as revised. Nothing in these Terms shall be deemed to confer any third party rights or benefits.

2. DESCRIPTION OF THE SERVICE

You understand and acknowledge that the Service is being provided for your use. You are responsible for any content you post to the Service, and for any consequences thereof. The content you submit, post or display will be able to be viewed by other users of the Service and through third party services and websites. You should only provide content that you are comfortable sharing with others under these Terms.

CMDC strongly encourages you to back up all data and information on your device and any peripherals prior to using the Service. <u>You assume all risks and all costs associated with your use of the Service, including, without limitation, any internet access fees, back up expenses, costs incurred for the use of your device and peripherals, and any damage to any equipment, software, information or data.</u> In addition, CMDC is not obligated to provide any maintenance, technical or other support for the Service.

Permissions and Restrictions

CMDC hereby grants you permission to access and use the Service as set forth in these Terms, provided that:

1. you agree not to distribute in any medium any part of the Service or the Content without the prior written authorization of CMDC, unless CMDC makes available the means for such distribution through functionality offered by the Service;
2. you agree not to alter or modify any part of the Service;
3. you agree not to use the Service for any of the following commercial uses, unless you obtain the prior written approval of CMDC:the sale of access to the Service;

   the sale of advertising, sponsorship or promotion placed on or within the Service or Content; or

   the sale of advertising, sponsorship or promotion of any page of an ad imbedded blog or website containing Content derived by the Service, unless other material not obtained from CMDC appears on the same page and is of sufficient value to be of basis for such sale;

4. in your use of the Service, you will apply with all applicable laws.

Changing the Service

CMDC reserves the right to modify, suspend or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, CMDC may provide notice of any such changes to the Service by posting them on its websites and/or via the Service. You agree that CMDC shall not be liable to you or any third party for modification or cessation of the Service. You acknowledge that CMDC has no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future; and in addition, CMDC may at any time, upon prior notice as required by applicable law, institute charges or fees for the Service.

The Service may include advertisements, which may be targeted to the Content or information on the Service, queries made through the Service or other information. The types and extent of advertising by CMDC on the Service are subject to change. In consideration for CMDC granting you access to and use of the Service, you agree that CMDC and its third party providers and partners may place such advertising on the Service or in connection with the displays of content or information from the Service where submitted by you or others.

Feedback

As part of using the Service, CMDC will provide you with an opportunity to submit comments, suggestions or other feedback regarding your use of the Service. You agree that in absence of any separate written agreement to the contrary, CMDC will be free to use any feedback you provide for any purpose.

No Resale of Service

You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.

3.  CMDC PRIVACY POLICY

You understand that by using the Service you consent and agree to the collection and use of certain information about you and your use of the Service in accordance with the CMDC privacy policy.  The information collected when you use the Service may include technical or diagnostic information related to your use that may be used by CMDC to maintain, improve and enhance the service.  For more information, please read our full privacy policy at http://www.racetoamillion.ca/team-rules/privacy-policy/.  You further understand and agree that this information may be transferred to Canada and/or other countries for storage, processing and use by CMDC and/or its affiliates.

4. CONTENT AND CONDUCT

Content

“Content” means any information that may be generated or accounted through the use of a the Service, such as data files, written text, software, music, graphics, photographs, images, sounds, videos, message and any other like materials.  You understand that all Content whether publicly posted or privately transmitted on the Service is the sole responsibility of the person from whom such Content originated.  This means that you, and not CMDC, are solely responsible for any Content you upload, download, post, email, transmit, store or otherwise make available through your use of the Service.  You understand that by using the Service you may encounter Content that you may find offensive, indecent or objectionable, and that you may expose others to Content that they may find objectionable.  CMDC does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Service or endorse any options expressed by the Service.  Under no circumstances will CMDC be liable in any way for any Content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available by the Service or broadcast elsewhere.  You understand and agree that your use of the Service and any Content is solely at your own risk.

Your Rights

For clarity, you retain all of your ownership rights in your Content.  However, by submitting Content to CMDC, you hereby grant CMDC a worldwide non-exclusive, royalty free, sub licencable and transferable licence to use, reproduce, distribute, prepare derivative works of, display and perform the Content in connection with the Service and the business of CMDC (and its successors and affiliates), including without limitation for promotion and redistribution part or all of the Service (and derivative works thereof) in any media format and through any media channels.  You also hereby grant each user of the Service a non-exclusive licence to access your Content through the Service and to use, reproduce, distribute, display and perform such Content as permitted through all functionality of the Service and under these Terms.

You further agree that the Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant CMDC all of the licencing rights granted herein.

CMDC does not endorse any Content submitted to the Service by any user or other licencer, or any opinion, recommendation or advice expressed therein, and CMDC expressly disclaims any and all liability in connection with Content.  CMDC does not permit copyright infringement activities and infringement of intellectual property rights on the Service, and CMDC will remove all Content if properly notified that such Content infringes on another person’s intellectual property rights.  CMDC reserves the right to remove content without prior notice.

The Service is protected by copyright, trademark and other laws of both Canada and foreign countries.  Nothing in the Terms gives you the right to use the CMDC name or any of the CMDC trademarks, logos, domain names or other distinctive brand features.

Your Conduct

You agree that you will NOT use the Service to:

(a) upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortuous, defamatory, liabless, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racial or ethically offensive or otherwise objectionable;
(b) stalk, harass, threaten or harm another;
(c) pretend to be anyone, or any entity, you are not – you may not impersonate or misrepresent yourself as another person (including celebrities), an entity, a CMDC employee or a civic or government leader, or otherwise misrepresent your affiliation with a person or entity;
(d) upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit normal operation of the Service (or any part thereof), or any other computer software or hardware;
(e) interfere with or disrupt the Service (including accessing the Service through an automated means, like scripts or web crawlers) or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of data or traffic thereon);
(f) plan or engage in any illegal activity;
(g) gather and store personal information on any other user of the Service to be used in connection with any foregoing prohibited activities; and/or
(h) forge any TCP/IP packet header or any part of the header information in an email or posting, or otherwise putting information in a header designed to mislead recipients as to the origin of any Content transmitted through the Service (“Spoofing”).

Removal of Content

You acknowledge that CMDC is not responsible or liable in any way for any Content provided by others and has no duty to pre screen such Content. However, CMDC reserves the right at all times to determine whether Content is appropriate and in compliance with these Terms, and may pre screen, move, refuse, modify and/or remove Content at any time without prior notice and in its sole discretion, if such Content is found to be in violation of these Terms or is otherwise objectionable.

Copyright Policy

CMDC respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content in which you claim copyright has been infringed by anyone using the Service, please provide us with the following information:

(i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
(ii) identification of copyrighted work claimed to have been infringed;
(iii) identification of material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(iv) your contact information, including your address, telephone number and email address;
(v) a statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(vi) a statement that the information in the notification is accurate, and, under penalty of pre jury, that you are authorized to act on behalf of the copyright owner.

We reserve the right to remove Content alleged to be infringed without prior notice and at our sole discretion. In appropriate circumstances, CMDC will also terminate a user’s account if the user is determined to be a repeat infringer.

Violations of Terms

If, while using the Service, you encounter Content you find inappropriate, or otherwise believe to be a violation of these Terms, you may report it by sending an email to xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.

5. TRADEMARK INFORMATION

CMDC and their trademarks, service marks, graphics and logos used in connection with the Service are trademarks or registered trademarks of Canada’s Mastermind Development Corporation in Canada and/or other countries. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademark of their respective owners. You are granted no right or licence in any of the aforesaid trademarks, and further agreement that you shall not remove, obscure or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.

6. TERMINATION

Termination by You

You may terminate your account and/or stop using the Service at any time.

Termination by CMDC

CMDC may at any time, under certain conditions and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service. Cause for such termination shall include, but not be limited to:

(a) violation of the Terms or any other policies or guidelines that are referenced to herein and are posted on the Service;
(b) a request by you to cancel or terminate your account;
(c) discontinuance or material modification to the Service or any part thereof;
(d) a request and/or order from law enforcement, a judicial body, or other government agency;
(e) where provision of the Service to you is or may become unlawful;
(f) unexpected technical or security issues or problems; or
(g) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by CMDC in its sole discretion, and CMDC will not be responsible to you or any third party for any damage that may result or arise out of such termination or suspension of your account and/or access to the Service.

7. OTHER USERS

CMDC does not verify, endorse, promote, authenticate, test or otherwise support any of the investment techniques employed by the Contest participants. CMDC expressly disclaims any and all liability which may potentially result through financial, economical, personal and corporate losses as a result of users employing investment techniques attempted and displayed by fellow users.

8. LINKS AND THIRD PARTY MATERIALS

Certain Content, components or features of the Service may include materials from third parties and/or hyperlinks to other websites, resources or content. Because CMDC may have no control over such third party sites and/or materials, you acknowledge and agree that CMDC is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such site or resource, and shall in no way be liable or responsible for any Content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that CMDC shall not be responsible or liable in any way for any damage you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon such content, advertising, products or materials on or available from such sites or resources.

9. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CMDC AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENCERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. IN PARTICULAR, CMDC AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENCERS MAKE NO WARRANTY THAT:

(I) THE SERVICE WILL MEET YOUR REQUIREMENTS;
(II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR FREE;
(III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND
(IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DIRECTION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE SERVICE. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CMDC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL CMDC, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY:

(I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,
(II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES,
(III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
(IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES,
(V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR
(VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY THE LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOLWEDGE THAT CMDC SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

11. INDEMNITY

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless CMDC, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and the expenses (including but not limited to attorney’s fees) arising from:

(i) your use of and access to the Service;
(ii) your violation of any term of these Terms;
(iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or
(iv) any claim that your Content caused damage to a third party. This defence in indemnification obligation will survive these Terms of Service and your use of the Service.

12. NOTICES

CMDC may provide you with notices regarding the Service, including changes to these Terms, by email, regular mail, or by posting on its websites and/or the Service.

13. ABILITY TO ACCEPT TERMS OF SERVICE

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal, parental or guardian consent, and are fully able and competent to enter into the Terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under the age of 13. If you are under 13 years of age, please do not use the Service.

14. GOVERNING LAW

Any litigation or other dispute resolution between you and CMDC arising out of or relating to these Terms or to your use of the Service will take place in British Columbia, Canada, and you and CMDC hereby consent to the personal jurisdiction of and exclusive venue in the Province and Federal Courts within that Province with respect to any such litigation or dispute resolution. This agreement will be governed by and construed in accordance with the laws of Canada and the Province of British Columbia, except the body of British Columbia law concerning conflicts of law. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

15. GENERAL

These Terms constitute the general agreement between you and CMDC and govern your use of the Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third party content, or third party software. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intent of the parties, and the remaining portions shall remain in full force and effect. The failure of CMDC to exercise and enforce any right or provision of these Terms shall not constitute a waiver of such right or privilege. You agree that, except as otherwise expressly provided in these terms, there shall be no third party beneficiaries to this agreement. Any translation of these Terms is done for local requirements and in the event of a dispute between the English and any non English version, the English version of these Terms shall govern. You agree that any claim or cause of action arising out of or relating to these Terms or the use of the Service must be filed within one (1) year after the cause of action arose or to be forever barred.