Terms of Use

Overview

The following are terms of a legal agreement between you and Ember Resources Inc. (“Ember”). By accessing, browsing, or using this website (the “Site”), you acknowledge that you have read, understood, and agree to be bound by these terms (the “Terms of Use”) and to comply with all applicable laws and regulations relating to its use. If you do not agree to these Terms of Use, please do not use this Site.

Ember may, without notice to you, at any time revise these Terms of Use and any other information contained on the Site by updating this posting. Ember may also make improvements or changes in the products, services, or programs described in this site at any time without notice.

General

This Site contains proprietary notices and copyright information, the terms of which must be observed and followed.

This Site and all related content may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works without Ember’s prior written consent, except that Ember grants you non-exclusive, non-transferable, limited permission to access and display the web pages within the Site, solely on your computer and for your personal, non-commercial use. This permission is conditioned on your not modifying the content displayed on the Site, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth on the Site. Notwithstanding the foregoing, any software and other materials that are made available for downloading, access, or other use from the Site with their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.

Your failure to comply with the terms, conditions, and notices on this Site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited permission in the preceding paragraph, Ember does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this Site on another website or in any other media. For greater certainty, any and all content presented or otherwise made available through the Site is and shall be the exclusive property of Ember.

Certain Disclaimers

Information on the Site is not promised or guaranteed to be correct, current, or complete, and the Site may contain technical inaccuracies or typographical errors. Ember assumes no responsibility (and expressly disclaims responsibility) for updating the Site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products, or other matters described in the Site.

Ember provides no assurances that any reported problems will be resolved by Ember, even if Ember elects to provide information with the goal of addressing a problem.

Internet Communications

The Internet is not a fully-secure medium and is subject to possible interception, loss, corruption, or alteration of communication. Ember is not liable for any damages resulting from the transmission, interception or corruption of communications to or from the Site.

Confidential Information

Ember does not want to receive confidential or proprietary information from you through the Site. Please note that any information or material sent to Ember will be deemed NOT to be confidential. By sending Ember any information or material, you grant Ember an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that Ember is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of the Site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally-identifiable information that you submit to Ember for the purpose of receiving products or services will be handled in accordance with our Privacy Policy.

Privacy and Protection of Personal Information

Ember respects the privacy and confidentiality of your personal information. Ember does not collect your personal information, except where you provide such information in the course of using the Site. By submitting personal information to Ember, you acknowledge and agree that you have consented to the collection, use and disclosure of that personal information as specified on any collection form. The general policies of Ember with respect to the collection, use and disclosure of personal information are reflected in Ember’s privacy policy, found at http://emberresources.com/terms (the “Privacy Policy”) and any questions in that regard may be directed to Ember’s privacy officer (as identified in the Privacy Policy). Should Ember change its Privacy Policy, the revised policy will be posted prominently on the Site, or it will be otherwise brought to your attention.

Business Relationships

This Site may provide links or references to non-Ember websites and resources. Ember makes no representations, warranties, or other commitments whatsoever about any non-Ember websites or third-party resources that may be referenced, accessible from, or linked to any Ember site. A link to a non-Ember website does not mean that Ember endorses the content or use of such website or its owner. In addition, Ember is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from an Ember site. Accordingly, you acknowledge and agree that Ember is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, services, products, or other materials on or available from those sites or resources.

When you access a non-Ember website, please understand that it is independent from Ember, and that Ember does not control the content on that website. It is up to you to take precautions to protect yourself from viruses, worms, trojan horses, and other potentially destructive programs, and to protect your information as you deem appropriate.

Linking to this Site

All links to this Site must be approved in writing by Ember, except that Ember consents to links in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Site or use other techniques that alter in any way the visual presentation or appearance of any content within this Site; (b) misrepresent your relationship with Ember; (c) imply that Ember approves or endorses you, your website, or your service or product offerings; and (d) present false or misleading impressions about Ember or otherwise damage the goodwill associated with the Ember name or trademarks. As a further condition to being permitted to link

to this Site, you agree that Ember may at any time, in its sole discretion, terminate permission to link to this Site. In such event, you agree to immediately remove all links to this Site and to cease using any Ember trademark.

DISCLAIMER OF WARRANTY

USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. EMBER EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, EMBER MAKES NO WARRANTY OR GUARANTEE THAT THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.

LIMITATION OF LIABILITY

IN NO EVENT WILL EMBER BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE SITE OR ANY USE OF THE SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF EMBER IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.

Indemnity

You agree to indemnify, defend and hold harmless Ember and each of its officers, directors, employees, affiliates and other related entities, agents, representatives, successors and assigns from and against any claims, actions or demands, including without limitation, legal and accounting fees arising from:

  1. any material, information or other content you provide on or through the Site; or
  2. your use or misuse of the Site or any material found thereon, including without limitation any claims of infringement.

Governing Law

These Terms of Use shall be deemed to have been made and performed exclusively in Alberta and shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein without regard to conflict of laws principles. You agree to submit to the exclusive forum, jurisdiction and venue of the courts of Alberta for any claim related to the Terms of Use and you agree not to bring any action, suit or proceeding against Ember, its officers, directors, employees, affiliates and other related entities, agents, representatives, successors and assigns in any jurisdiction other than Alberta.

General

The Terms of Use and Ember’s Privacy Policy, together, constitute the entire agreement between you and Ember with respect to the use of the Site. Ember’s failure to insist upon or enforce strict performance of any provision of the Terms of Use shall not be construed as a waiver of any provision or right of Ember.

The Terms of Use operate to the fullest extent permissible by law. If any provision of the Terms of Use is unlawful or unenforceable, that provision is deemed severable from the Terms of Use and does not affect the validity and enforceability of any remaining provisions.