TERMS AND CONDITIONS

1. DEFINITIONS. As used in
this Agreement:

1. “Agreement” means these
Terms and Conditions and the SERVICE POINTS User Privacy
Policy incorporated by reference into this Agreement.

3. “Applicable Laws” means
all laws, regulations and codes applicable to the receipt of Services by You.

 4. “Assigned Organization”
means any organization that licenses the Software for the purposes of Providers
to provide services to Users, and in this case, to You.

5. “Confidential Information” means all information regarding
SERVICE POINTS’s business, including, without limitation, the Software, the
SERVICE POINTS, any software and other confidential or proprietary information,
disclosed under this Agreement.

 6. “Email Address” means a single valid email address
provided by You.

7. “SERVICE POINTS User Privacy Policy” means the policy
governing the collection, use, disclosure and retention of information of an
identifiable individual You can access here: https://servicepoints.ca/company/user-agreement-and-privacy-policy/.

8. “Personal Information” means information about an
identifiable individual, including You, that is collected, used and disclosed
in the course of delivering the SERVICE POINTS , and includes personal health
information.

9. “Provider” means the provider of Services that You engage
through the Software.

10. “SERVICE POINTS Parties” means SERVICE POINTS and its
officers, directors, agents, suppliers, employees and affiliates.

11. “Services” means the services provided by the Provider to
You.

11. “Services” means the services provided by the Provider to
You.

12. “Software” means the on-line software used to provide the
SERVICE POINTS and delivered by SERVICE POINTS to You, as made available by
SERVICE POINTS from time-to-time.

13. “User” means any user of the Software, including You.

14. “User System” means the technology, including hardware
and software used by You to receive or access the Software.

15. “Your Data” means any data or information submitted by
You , and includes, without limitation, Personal Information.

2.     Software

1. License to the Software. Subject to You complying with
each term of this Agreement, SERVICE POINTS hereby grants to You a limited,
revocable, personal, non-sub-licensable, non-transferable, non-exclusive right
to access and use the Software to access the SERVICE POINTS in accordance with
this Agreement solely for personal reasons and not for resale or to provide
services to third parties.

2. No Sharing. Other than caregivers properly authorized by
You, Your access to the Software cannot be shared with anyone. You will
maintain a single user account represented by Your Email Address on the SERVICE
POINTS.  You will only use the Software and access the SERVICE POINTS
under this single identity and will not share Your password with any other
person or permit another person to interact with the Software using Your
account information or password, other than in the case of caregivers properly
authorized by You.

3. Software. SERVICE POINTS shall use commercially reasonable
efforts to (a) maintain the security of the Software; and (b) make the Software
available in accordance with this Agreement. The Software will be unavailable
from time to time for regularly scheduled and other maintenance and updates. SERVICE
POINTS does not guarantee any uptime, speed or availability of the Software or
the SERVICE POINTS to You and specifically denies any responsibility or
liability for any loss, damages or claim arising out of, or related to, any
unavailability or speed of the software (or part thereof) at any time. SERVICE
POINTS may change, suspend or discontinue any aspect of the SERVICE POINTS or
Software at any time without notice or liability.

4. Communication Software – Not Advice. You acknowledge and
agree that SERVICE POINTS ’s activities under this agreement are limited only
to providing technology to facilitate communication between you and Provider
and agree that SERVICE POINTS only provides the Software.

3. YOUR USE OF THE SOFTWARE

1. Access and Security Guidelines. You will use Your real
name and Your own valid Email Address and create Your own password to use in
association with Your Email Address for access to and use of the Software and
the SERVICE POINTS. You are solely responsible for ensuring the security and
confidentiality of Your password. You shall not share Your password with anyone
at any time other than as permitted under Section 2.2. You will prevent
unauthorized access to or use of the Software or the SERVICE POINTS and will
notify SERVICE POINTS promptly of any such unauthorized use.  You are
responsible for the use of the Software and the SERVICE POINTS by You or any
other person using Your password.  The SERVICE POINTS offers two-factor
authentication. If You elect to enable two-factor authentication, SERVICE
POINTS will provide you with a random code that allows You to access Your
account, typically sent to Your cellular mobile device via SMS.  Whether
or not You elect to enable two-factor authentication, it is Your responsibility
to ensure that Your account password is of sufficient strength and is changed
regularly to prevent unauthorized access.  You shall ensure that the User
System is secure and uses an up-to-date commercially available anti-virus and
security software. SERVICE POINTS has no responsibility whatsoever for any User
System. You will not use Your access to the SERVICE POINTS to: (a) harvest,
collect, gather or assemble information or data regarding the SERVICE POINTS or
information or data of other Users without their consent; (b) access, modify or
copy any data or information of the SERVICE POINTS or other Users without their
consent; (c) knowingly interfere with or disrupt the integrity or performance
of the SERVICE POINTS or the data contained therein; or (d) harass or interfere
with another User’s use and enjoyment of the SERVICE POINTS . You will, at all
times, comply with all local, provincial/territorial and federal laws of Canada
when using the Software and accessing the SERVICE POINTS. SERVICE POINTS makes
no representations that the Software or SERVICE POINTS is appropriate, legal or
available for use in jurisdictions other than Canada. Those who access or use
the Software and SERVICE POINTS from other jurisdictions do so at their own
volition and risk, and are responsible for compliance with all applicable law
(local, domestic and international).

2. Your Data. You are solely responsible for Your Data that
you provide and You will not provide, post or transmit any data, information,
content or material that: (a) infringes, misappropriates or violates any
intellectual property rights, publicity/privacy rights or other rights of any
third party, or any law or regulation; or (b) contains any viruses or
programming routines intended to damage, surreptitiously intercept or
expropriate any system, data or personal information. SERVICE POINTS may take
any remedial action if Your Data violates this Section 3.2; however, SERVICE
POINTS is under no obligation to review any data, information, content or
material on the SERVICE POINTS for accuracy or potential liability.In
accordance with its SERVICE POINTS User Privacy Policy and Applicable
Laws and subject to SERVICE POINTS ’s rights under this Agreement, SERVICE
POINTS will securely store personal health information in Canada and dispose of
it once it is no longer required for the purposes of this Agreement. Personal
Information, such as email addresses, NOT including personal health
information, may be stored outside of Canada where SERVICE POINTS engages
service providers that are located outside of Canada for the purposes outlined
in the SERVICE POINTS User Privacy Policy.

3. Use Restrictions. You are responsible for all activities that
occur under Your account. You will not, and will not attempt to, do any of the
following: (a) reverse engineer, disassemble or decompile any component of the
Software or the SERVICE POINTS ; (b) interfere in any manner with the operation
of the Software or the SERVICE POINTS or the hardware and network used to
operate the Software; (c) transfer any of your rights under this Agreement, use
the Software or access the SERVICE POINTS for the benefit of a third party or
operate a service bureau; (d) modify, copy or make derivative works based on
any part of the Software or the SERVICE POINTS ; (e) otherwise use the Software
or access the SERVICE POINTS in any manner that exceeds the scope of use
permitted under Section 2.1; (f) use the Software or access the SERVICE POINTS
in any way that is unlawful, libelous, defamatory, obscene, pornographic,
indecent, lewd, suggestive, harassing, threatening, invasive of privacy or
publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
(g) use the Software or access the SERVICE POINTS in any way that would
constitute, encourage or provide instructions for a criminal offense, violate
the rights of any party, or that would otherwise create liability or violate
any local, provincial, national or international law; (h) use the Software or
access the SERVICE POINTS in any way that may infringe any patent, trademark,
trade secret, copyright or other intellectual or proprietary right of any party
anywhere in the world; (i) use the Software or access the SERVICE POINTS in any
way that discloses Personal Information about another person, unless permitted
by this Agreement, or that impersonates any person or entity or otherwise
misrepresents Your affiliation with a person or entity; (j) use the Software or
access the SERVICE POINTS in any way for unsolicited promotions, political
campaigning, advertising or solicitations; (k) use the Software or access the SERVICE
POINTS in any way that introduces or spreads viruses, corrupted data or other
harmful, disruptive or destructive files in to the Software or programming
routines intended to damage, surreptitiously intercept or expropriate any
system, data or personal information; or (l) use the Software or access the SERVICE
POINTS in any way that, in the sole judgment of SERVICE POINTS , is
objectionable or which restricts or inhibits any other person from using or
enjoying the SERVICE POINTS or which may expose SERVICE POINTS or its Users to
any harm or liability of any type, or creates or imposes an inappropriate load
or creates large bandwidth-consuming transactions on the SERVICE POINTS .

4. No Competitive Use. You may not subscribe for, use or
access the Software if You are (or are engaged by) a competitor of SERVICE
POINTS, except with SERVICE POINTS ’s prior written consent. In addition, You
may not subscribe for, use or access the Software for purposes of monitoring
its availability, performance or functionality, or for any other benchmarking
or competitive purposes.

5. Suspension or Cancellation of Your Use. In addition to any
other right or remedy that SERVICE POINTS may have under this Agreement or at
law, SERVICE POINTS may terminate or suspend (partially or completely) Your
access and use of the Software without prior notice for any reason, but SERVICE
POINTS will confirm such termination or suspension by subsequent notice to You.
You are responsible for any claims, fees, fines, penalties and other liability
incurred by us or others caused by your use of the SERVICE POINTS.

6.  Consent. You hereby grant to and consent to SERVICE
POINTS collecting, using, storing and disclosing your Personal Information in
accordance with the SERVICE POINTS User Privacy Policy.

7. Examples of Services We Need Your Consent For. As examples
only, the consent in Section 3.6 allows SERVICE POINTS on its own behalf and on
behalf of Your Provider to use and disclose Your Data when providing the
Services: (a) to a Provider or Assigned Organization to schedule a visit with,
send a message to, share a file with, or otherwise communicate with additional
Providers and to send any appropriate records to these additional Providers on
your behalf; (b) to SERVICE POINTS , Providers or Assigned Organizations to
ensure that Your clinical data is stored on electronic medical record systems
in use in the applicable jurisdiction; (c) to Providers or Assigned
Organizations to conduct administration of billing, such as through government
operated plans or private insurers; (d) to other Providers involved in the
provision of services to You , including but not limited to other Providers,
clinic operators, specialists, pharmacists, lab technicians, nutritionists,
physiotherapists, and occupational therapists; and (e) if the disclosure is
required by law, such as reporting infectious diseases pursuant to a statutory
obligation, to law enforcement agencies in certain circumstances, to comply
with a subpoena or court order, or for other statutory or legal purposes.

8. Content. SERVICE POINTS does not represent or guarantee the
truthfulness, accuracy or reliability of, and SERVICE POINTS takes no
responsibility and assumes no liability for, any content posted, stored or
uploaded by You, any user of the SERVICE POINTS, any Provider or any third
party on, in or to the SERVICE POINTS, or for any loss or damage arising
therefrom, nor is SERVICE POINTS liable for any mistakes, defamation, slander,
libel, omissions, falsehoods, obscenity, pornography or profanity You may
encounter. YOUR USE OF THE SERVICE POINTS IS AT YOUR OWN RISK OF BEING EXPOSED
TO SUCH MATERIAL.

4. YOUR WARRANTIES AND PROMISES TO SERVICE POINTS

1. Your Warranties. You hereby represent and warrant to SERVICE
POINTS now and at all times during your access and use of the Software and the SERVICE
POINTS , and SERVICE POINTS is relying on Your representations and warranties
in allowing You to use and access the Software and the SERVICE POINTS , that:
(i) you are a resident of a jurisdiction in which the Software and the SERVICE
POINTS , and your use of the Software and the SERVICE POINTS is not contrary to
Applicable Laws; (ii) any information that You provide at any time to SERVICE
POINTS is true, accurate, and complete; (iii) You have all necessary rights to
provide any of Your Data, or any other information, data, materials or content
to SERVICE POINTS for the purposes described in this Agreement; (iv) at all
times during this Agreement, You shall not communicate with any Provider that
is not in compliance with all Applicable Laws (local, domestic or foreign) and
(v) You agree to hold SERVICE POINTS ’s Confidential Information in strict
confidence and not to use such Confidential Information for any purpose except
as expressly permitted hereunder.

2. Security Vulnerability. In order to maintain the security
of the Software, You must not disclose any security vulnerability to any person
except SERVICE POINTS.  Immediately upon discovering any issue or problem
that may be pose a risk to the security or use of the SERVICE POINTS or to any
data stored within the Software), you must notify us by
contacting privacy@servicepoints.ca

5.OWNERSHIP

1. SERVICE POINTS and Technology. SERVICE POINTS exclusively
owns and retains all right, title and interest in and to the Software and the SERVICE
POINTS and all software, materials, formats, interfaces, information, text,
data, graphics, images, video, logos, icons, audio, content, computer code, SERVICE
POINTS ’s Confidential Information, and SERVICE POINTS proprietary information
and technology used by SERVICE POINTS or provided to You in connection with the
SERVICE POINTS and any compilation thereof (the “SERVICE POINTS Technology”). “SERVICE
POINTS,” “SERVICE POINTS,” the SERVICE POINTS logo, the SERVICE POINTS logo,
and other SERVICE POINTS logos and product and service names are or may be
trademarks of SERVICE POINTS (the “SERVICE POINTS Marks”). Without our prior
written permission, and except as solely enabled by any link as provided by us,
you agree not to display or use the SERVICE POINTS Marks, whether or not
registered, in any manner. You must preserve all copyright, trademarks, service
marks, and other proprietary notices contained in the original SERVICE POINTS
Technology on any copy you make of the SERVICE POINTS Technology. The SERVICE
POINTS Technology is protected by intellectual property rights under the laws
of Canada and other countries, including copyright and trademark laws and are
owned by or licensed to SERVICE POINTS. Other than as expressly licensed to You
in this Agreement, no license or other rights in the SERVICE POINTS Technology
are granted to the You, and all such rights are hereby expressly reserved by SERVICE
POINTS. SERVICE POINTS shall have a royalty-free, worldwide, transferable,
sublicensable, irrevocable, perpetual license to use or incorporate into the
Software any suggestions, enhancement requests, recommendations or other
feedback provided by You, relating to the Software.

2. Your Data. You retain all ownership in and to Your Data.
You are solely responsible for maintaining the accuracy of the data within Your
control. Medical records created by the interactions You have with your health
care provider, such as but not limited to: messages, emails, attachments and
appointments, may be subject to applicable laws and rules in the jurisdiction
your health care provider operates in. For example, your health care provider
may be required to maintain records as per the governing body of their
practice.  You grant to SERVICE POINTS, Providers and Assigned
Organizations all necessary licenses in and to Your Data as necessary for SERVICE
POINTS, Providers and Assigned Organizations to provide the Software and
Services to You and as otherwise described in Sections 3.6 and 3.7.

3. Anonymous/Aggregated Data. Notwithstanding Section 5.2 or
any other term of this Agreement, during the term of this Agreement and
afterwards, SERVICE POINTS maintains sole ownership to the aggregation of any
Anonymized Data from within the Software and may use Anonymized Data at the
sole discretion of SERVICE POINTS and may transfer, convey, sell, manipulate
and otherwise exploit such Anonymized Data.

6.TERM AND TERMINATION

1. Term. The term of this Agreement will commence on the date
you sign up for the Software or begin to use the SERVICE POINTS and continues
until terminated in accordance with the provisions of this Agreement.

2. Termination. You may cease using the Software at any time.
SERVICE POINTS may cease providing You the Software (or any portion of it) at
any time without notice.  SERVICE POINTS may terminate this Agreement
immediately, and at any time, if You violate your obligations under this
Agreement. Upon the termination of this Agreement for any reason, (a) the
license granted to SERVICE POINTS in respect of Your Data survives for so long
as SERVICE POINTS is required by law to retain such information; (b) SERVICE
POINTS will cease providing and You will cease using the Software; and (c) SERVICE
POINTS will be entitled to retain and use Your Data in accordance with the
terms of this Agreement, subject always to Applicable Laws. The rights and
duties of the parties under Sections, 4, 5, 6.2, 7, 8, 9, and 10 will survive
the termination or expiration of this Agreement.

If You choose to terminate your account, you may request Your
account be deactivated and Your Data be removed from the system. SERVICE POINTS
will deactivate your account; however, your health care provider may be
required to maintain access to the medical records stored within the system as
per College of Physician and Surgeons guidelines. Please note, as the custodian
of Your medical records, only they can authorize the removal of those records
from the system.

7.     WARRANTY DISCLAIMER

1. Warranty Disclaimer. SERVICE POINTS makes no warranty
concerning the SERVICE POINTS or Software. ACCORDINGLY, THE SOFTWARE, THE SERVICE
POINTS AND ALL OTHER DATA OR MATERIALS PROVIDED IN CONNECTION WITH THIS
AGREEMENT BY SERVICE POINTS AND ITS SUPPLIERS ARE PROVIDED “AS IS” AND “AS
AVAILABLE” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. SERVICE POINTS
AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF
LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE. SERVICE POINTS DOES NOT WARRANT THAT THE SOFTWARE WILL BE
ERROR-FREE, ACCURATE, TIMELY, UNINTERRUPTED, COMPLETELY SECURE, OR VIRUS-FREE.

2. ADVICE. SERVICE POINTS DOES NOT PROVIDE ADVICE OF ANY
KIND. SERVICE POINTS DOES NOT ENDORSE OR RECOMMEND ANY PROVIDER OR ASSIGNED
ORGANIZATION AVAILABLE THROUGH THE SERVICE POINTS, OR ANY CARE, ADVICE,
RECOMMENDATION OR PRODUCT RECOMMENDED BY ANY PROVIDER OR ASSIGNED ORGANIZATION.
ANY AND ALL ADVICE OR CARE YOU OBTAIN (AND ANY RESULTS OR LACK OF RESULTS FROM
FOLLOWING OR NOT FOLLOWING SUCH ADVICE OR CARE) FROM ANY PROVIDER OR ASSIGNED
ORGANIZATION IS THE RESPONSIBILITY OF THE RESPONSIBLE PROVIDER PROVIDING ADVICE
OR CARE, AND YOU. WITHOUT LIMITING THE APPLICATION OF ANY OTHER LIMITATION OR
EXCLUSION OF LIABILITY UNDER THIS AGREEMENT OR AT LAW, YOU HEREBY EXPRESSLY
ACKNOWLEDGE AND AGREE THAT SERVICE POINTS HAS NO LIABILITY WHATSOEVER HOWEVER
ARISING UNDER ANY THEORY OF LAW FOR ANY ADVICE, RESULT OR LACK OF RESULT FROM
SUCH ADVICE OR CARE OBTAINED FROM ANY PROVIDER OR ASSIGNED ORGANIZATION.

3. THE SOFTWARE PERMITS YOU TO LINK TO OTHER WEBSITES OR
RESOURCES ON THE INTERNET, AND OTHER WEBSITES OR RESOURCES MAY CONTAIN LINKS TO
SERVICE POINTS ’S WEBSITES. THESE OTHER WEBSITES ARE NOT UNDER SERVICE POINTS
’S CONTROL. YOU ACKNOWLEDGE THAT SERVICE POINTS IS NOT RESPONSIBLE OR LIABLE
FOR THE CONTENT, FUNCTIONS, ACCURACY, LEGALITY, APPROPRIATENESS OR ANY OTHER
ASPECT OF SUCH WEBSITES OR RESOURCES. THE INCLUSION OF ANY SUCH LINK DOES NOT
IMPLY ENDORSEMENT BY SERVICE POINTS OR ANY ASSOCIATION WITH ITS OPERATORS. YOU
FURTHER ACKNOWLEDGE AND AGREE THAT SERVICE POINTS SHALL NOT BE RESPONSIBLE OR
LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE
CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH CONTENT,
GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH WEBSITE OR RESOURCE.

8.INDEMNITY

1.      By You. If any claim, action or
demand is instituted against SERVICE POINTS Parties (a) arising out of or
relating to your use of the SERVICE POINTS or Software (including, without
limitation, any claims relating to any violation by you or a Provider of any
law, regulation or order (local, domestic or foreign) in relation to the use of
the Software or through the SERVICE POINTS ); or (b) alleging that Your Data,
or the use of Your Data pursuant to this Agreement, infringes, violates or
misappropriates any intellectual property rights or other right of a third
party or otherwise causes harm to a third party, You will indemnify, defend and
hold harmless SERVICE POINTS Parties from such action at Your own expense on
behalf of SERVICE POINTS Parties and shall pay all damages, fees, fines, costs
or other amounts attributable to such claim, action or demand. You shall have
no obligation under this Section for any claim or action that arises solely and
directly out of a material breach of this Agreement by SERVICE POINTS.

2.      Conditions. You may settle or
compromise a claim without SERVICE POINTS ’s prior approval of any such
settlement or compromise only if (A) such settlement involves no finding or
admission of any breach by SERVICE POINTS of any obligation to You or any third
party, (B) such settlement has no effect on any defense that SERVICE POINTS may
assert in any such claim, and (C) such settlement does not impose any condition
or obligation on SERVICE POINTS of any kind (including, without limitation, any
financial obligation). Upon Your assumption of the defense of such claim, SERVICE
POINTS will cooperate with You in such defense, at Your expense, except to the
extent that SERVICE POINTS has any adverse or different interest than You.

9.LIMITATION OF LIABILITY

1.      SERVICE POINTS ’S TOTAL
CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR IN
CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN
CONTRACT OR TORT), THE SOFTWARE AND THE SERVICE POINTS, WILL NOT EXCEED THE
AMOUNTS ACTUALLY PAID TO SERVICE POINTS, IF ANY, BY YOU IN THE SIX MONTHS
PERIOD IMMEDIATELY PRECEDING YOUR FORMAL WRITTEN NOTICE OF THE CLAIM FOR
LIABILITY HEREUNDER. ALL CLAIMS THAT YOU MAY HAVE AGAINST SERVICE POINTS WILL
BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS
LIMIT. IN NO EVENT WILL SERVICE POINTS BE LIABLE FOR SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT),
INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST
PROFITS, AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF
ANY INFORMATION OR DATA OR OF THE SERVICE POINTS OR SOFTWARE, EVEN IF SERVICE
POINTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING
THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. SERVICE
POINTS DOES NOT PROVIDE ADVICE OR RECOMMENDATIONS AND DOES NOT RECOMMEND,
ENDORSE OR WARRANT ANY PROVIDER OR ANY ADVICE RECEIVED OR NOT RECEIVED THROUGH
USE OF THE SERVICE POINTS.

10. GENERAL PROVISIONS

1.      Express Consent.  By
entering into this Agreement, You expressly consent to receiving electronic
messages (emails, text messages, instant messages or any similar form of
message) from SERVICE POINTS which messages shall provide information related
to the SERVICE POINTS.  If You install the SERVICE POINTS on a mobile
device, You further expressly consent to the installation of software (and any
updates) required to use the SERVICE POINTS as an application on mobile
devices.  You may contact SERVICE POINTS at the address, phone number and
email located below in order to cancel Your consent to receive electronic
messages and/or software updates at any time.

2.      Publicity. SERVICE POINTS may
make public announcements, including but not limited to, press releases and
media announcements, of the existence of this Agreement, the SERVICE POINTS and
the Software.

3.      Assignment. You may not assign
any rights or obligations arising under this Agreement, whether by operation or
law or otherwise, without the prior written consent of SERVICE POINTS. You
agree that SERVICE POINTS may subcontract certain aspects of the SERVICE POINTS
to qualified third parties, provided that any such subcontracting arrangement
will not relieve SERVICE POINTS of any of its obligations hereunder. Subject to
the foregoing limitation, this Agreement shall inure to the benefit of and
shall be binding on the heirs, legal representatives, successors and assignees
of the parties.

4.      Disputes. You agree that any
action at law or in equity arising out of or relating to this Agreement shall
be filed only in the provincial and federal courts located in British Columbia,
Canada and you hereby irrevocably and unconditionally consent and submit to the
exclusive jurisdiction of such courts over any suit, action or proceeding
arising out of this Agreement or Your use of the Software and SERVICE POINTS.
To the extent permitted by law, You agree that You will not bring a claim under
this Agreement more than 12 months from when Your claim first arises.

5.      Injunctions. Notwithstanding the
foregoing, if you breach or threaten to breach any provision of this Agreement
You acknowledge that irreparable harm will result to SERVICE POINTS if You
breach any obligation under this Agreement and You acknowledge and agree that
such a breach would not be properly compensable by an award of damages.
Accordingly, You agree that SERVICE POINTS shall be entitled to, in addition to
other available remedies and damages, injunctive relief or other equitable
relief enjoining such breach at the earliest possible date.

6.      Governing Law and Venue. This
Agreement will be governed by and construed in accordance with the laws of the
Province of British Columbia, Canada without giving effect to conflict of laws
principles. Subject to the mandatory arbitration provisions, any action or
proceeding arising from or relating to this Agreement must be brought in a
court sitting in British Columbia, Canada, except for applications for
injunctive relief by SERVICE POINTS which SERVICE POINTS may bring in any
jurisdiction. You hereby irrevocably submit to the jurisdiction and venue of
such court in any such action or proceeding.

7.      Waiver of Jury Trial.  TO
THE EXTENT PERMITTED BY LAW, AND SUBJECT TO THE MANDATORY ARBITRATION
PROVISION, YOU ACKNOWLEDGE, AGREE AND UNDERSTAND THAT, WITH RESPECT TO ANY
DISPUTE WITH SERVICE POINTS, OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES
OR AGENTS, ARISING OUT OF OR RELATING TO THIS AGREEMENT: YOU HEREBY GIVE UP
YOUR RIGHT TO HAVE A TRIAL BY JURY.

8.      Waiver of Class Action
Rights.  TO THE EXTENT PERMITTED BY LAW, YOU HEREBY GIVE UP YOUR RIGHT TO
PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT
NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

9.      Notices. Any notice or other
communication required or permitted under this Agreement and intended to have
legal effect must be given in writing to the other party. You may send notices
to 336 – 901 3rd Street, West, North Vancouver, BC V7P 3P9,
+1.844.998.3363, privacy@servicepoints.ca and SERVICE POINTS may send
any notice to You at the Email Address. Notices will be deemed to have been
given upon the next full business day in the Province of British Columbia after
being sent.

10.   Severability and Waiver. In the event that any
provision of this Agreement is held to be invalid or unenforceable, the valid
or enforceable portion thereof and the remaining provisions of this Agreement
will remain in full force and effect. Any waiver or failure to enforce any
provision of this Agreement on one occasion will not be deemed a waiver of any
other provision or of such provision on any other occasion. All waivers must be
in writing. Other than as expressly stated herein, the remedies provided herein
are in addition to, and not exclusive of, any other remedies of a party at law
or in equity.

11.   Enurement. All covenants, representatives,
warranties and agreements of the parties contained herein will be binding upon
and will ensure to the benefit of the parties and their respective successors,
permitted assigns, legal representatives, heirs and trustees.

12.   Questions or Additional Comments. If You have
questions regarding this Agreement or wish to obtain additional information,
please send an e-mail to privacy@servicepoints.ca