nModal Solutions Inc.

This web site is owned and operated by nModal Solutions Inc. ("nModal"). Your access to this web site (“Web Site”) and your use of the information, products and services provided herein is conditional upon your acceptance and compliance with the terms, conditions, notices and disclaimers contained in this document and elsewhere on this web site (known collectively as the "Terms of Use"). The Web Site features or may feature text, graphics, files, audio, video, applications, and other data/information (the "Content"), as well as products (e.g., software, PDAs, etc.) for sale or demonstration purposes ("Products"), and services (the "Services"). Your use of the Web Site, including the Content, Products, or Services, is subject to and conditioned upon your agreement to these terms and conditions and any future modifications (the "Web Site Terms of Use"). Your agreement to the Web Site Terms of Use is demonstrated by accessing or using the Web Site, including, without limitation, browsing, downloading/printing Content, or any other interaction with the Web Site. If you do not agree to any of the Web Site Terms of Use, you agree not to use the Web Site, Content, Products, or Services. nModal reserves the right to amend the Terms of Use at any time. We suggest that since you are bound by the Terms of Use, you should periodically refer to them in this document and elsewhere on the web site. If you do not agree with the Terms of Use, do not use this site. If at any time you have any questions or doubts as to whether your use may contravene the Terms of Use, please contact the staff of nModal before engaging in such activities

Privacy Statement. nModal has an extensive Privacy Policy published on this web site, the terms of which are incorporated into this document by this reference.

To the extent there are other terms and conditions, operating rules, or policies that specifically apply to the use of certain Content, Products, or Services on the Web Site, those terms and conditions shall govern and take precedence with respect to that activity. From time to time, nModal will change the Web Site Terms of Use. We will use reasonable means to provide notice of changes, and we will provide a "last modified" date on this page so you can track changes. You agree these forms of notice are reasonable and sufficient, and your continued use of the Web Site after such notice has been posted constitutes your acceptance of any changes. Therefore, we recommend you check this page periodically for updates.

Irrespective of our right to modify the Terms of Use, nModal reserves the right to modify or discontinue the operation of the Web Site, temporarily or permanently, with or without notice. You agree that nModal shall not be liable to you for any modification to or discontinuance of the Web Site.
USE OF CONTENT
You acknowledge and agree that as between you and nModal and its licensors the Content, including its selection, arrangement, and associated "look and feel" of the Web Site is owned by nModal and/or its licensors and protected by their rights under copyright, trademark, patent, and/or other applicable laws, and any misuse of the Content will violate such laws and these Terms of Use. Except as expressly provided herein, neither nModal or its licensors grant any express or implied rights to use the Web Site/Content, including, without limitation, to copy, frame, download, modify, sell, assign, distribute, license/sublicense, reverse engineer, or create derivative works. You may, however, view, copy, print, and download Content solely for personal, non-commercial and information gathering purposes (and in the case of a business entity as reasonably necessary for internal business purposes related to the decision to purchase or in furtherance of the purchase of a Product/Service); provided that the Content is not altered or modified, and copyright or other proprietary notices remain on all copies of the Content. nModal and its licensors reserve all rights in and to the Content not expressly granted.
USE OF PRODUCTS/SERVICES
Use of any Product (e.g., software) or Service made available through the Web Site is governed by the terms of the license/purchase agreement that accompanies it. The ability to purchase, download, install, and use any Product/Service is subject to your agreement to all terms of license/purchase. In the event license/purchase terms are not present, purchase, download, installation, and/or use of will be governed by these Terms of Use, and you agree that with respect to any software, you will not decompile, reverse engineer, or otherwise attempt to discover the source code of the software, except and only to the extent expressly permitted by applicable law.
USE OF TRADEMARKS
The trademarks, logos, and service marks displayed on the Web Site are the property of nModal and various third parties. You may not use marks found on the Web Site without the prior written consent of nModal or such third parties.
PROHIBITED USE
In connection with your use of the Web Site you agree not to (a) upload, post, or otherwise transmit any viruses or other harmful, disruptive, or destructive files; (b) access or attempt to access any Content, Product, or Service you are not authorized to access; (c) disrupt or interfere with the security of, or otherwise cause harm to, the Web Site, or any systems, accounts, passwords, servers, or networks connected to or accessible through the Web Site; (d) use any data mining, robots, or similar data gathering and extraction methods; or (e) post, transmit, or access through the Web Site materials that would violate any law or the rights of others, including, without limitation, any threatening, harassing, defamatory, or obscene materials, materials that violate laws against copyright infringement, rights of privacy and publicity, or junk mail, spam, chain letters, or other unsolicited bulk e-mail, commercial or otherwise. Further, you agree to abide by all local, state, national and international laws and regulations applicable to your use of the Web Site, Content, Products, or Services.
ACCURACY OF CONTENT
nModal uses reasonable efforts to provide accurate and up-to-date information on the Web Site, however, we make no warranties or representations as to its accuracy and assume no liability or responsibility for any typographical or other errors or omissions. In the event a product/service is presented with incorrect information, such as pricing, nModal shall have the right to refuse or cancel orders placed for the product/service listed incorrectly, and your sole remedy will be a refund of the purchase price.
WARRANTIES AND DISCLAIMERS
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND NMODAL THAT IS INTENDED TO GOVERN THE MATTER IN QUESTION, NMODAL AND ITS SUPPLIERS PROVIDE THE WEB SITE, CONTENT, PRODUCTS, AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. NMODAL AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS, CONDITIONS AND WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON THE DURATION, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND NMODAL THAT IS INTENDED TO GOVERN THE MATTER IN QUESTION, (A) IN NO EVENT SHALL NMODAL, ITS SUBSIDIARIES, PARTNERS, OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT NMODAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS WEB SITE, THE CONTENT, PRODUCTS, OR THE SERVICES; AND (B) TO THE EXTENT NMODAL IS HELD LIABLE BY A COURT OF COMPETENT JURISDICTION, UNDER ANY LEGAL THEORY, FOR DIRECT OR OTHER DAMAGES, NMODAL'S MAXIMUM LIABILITY SHALL NOT EXCEED THE APPLICABLE PURCHASE PRICE FOR THE PRODUCT/SERVICE, OR $50, WHICHEVER IS GREATER. THE EXISTENCE OF ONE OR MORE CLAIMS OR SUITS WILL NOT ENLARGE THIS LIMIT, AND EACH PARTY ACKNOWLEDGES THIS IS AN APPROPRIATE ALLOCATION OF RISK FOR USE OF THE WEB SITE AND ITS PRODUCTS/SERVICES, AND NMODAL WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
NOTIFICATION OF COPYRIGHT INFRINGEMENT
Potential copyright infringement must be reported to nModal at copyright@nmodal.com .
LINKS TO THIRD PARTY WEB SITES
The Web Site contains links to other web sites that are not controlled by nModal. These links are provided for convenience. nModal is not responsible and assumes no liability for the contents of any of these web sites, and unless expressly stated does not endorse, nor shall the links be inferred as an endorsement of, these web sites or their contents, products, or services.
USER GENERATED CONTENT
The Web Site contains content and links that have been provided by users.  nModal is not responsible and assumes no liability for the content of these posting or any of these web sites, and unless expressly stated does not endorse, nor shall the links be inferred as an endorsement of, these web sites or their contents, products, or services.  nModal will make reasonable efforts to remove objectionable or inappropriate content.
INDEMNITY
You agree to indemnify and hold nModal, and its subsidiaries, affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising from your violation of the Web Site Terms of Use, any applicable law, or the rights of any third party.
GOVERNING LAW/JURISDICTION AND ARBITRATION
The Web Site Terms of Use and all aspects of your use of the Web Site shall be governed, construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to principles of conflicts of law or to the Convention on Contracts for the International Sale of Goods.   You irrevocably attorn and submit to the courts of Toronto, Ontario to settle any dispute relating to the Web Site or the Content.
GENERAL TERMS
The Web Site Terms of Use sets forth the entire understanding between you and nModal with respect to the subject matter hereof and supersede all prior oral or written understandings, communications or agreements not specifically incorporated herein. Any failure by nModal to enforce or exercise any provision of the Web Site Terms of Use or related right shall not constitute a waiver of that right or provision. The Web Site Terms of Use shall be construed without regard to any presumption or rule requiring construction against the drafter. The captions and section headings are for convenience only and are not form a part of the agreement and shall not be used in construing it.

NOTHING IN THIS AGREEMENT IS INTENDED TO OR SHALL EXCLUDE, MODIFY OR RESTRICT THE OPERATION OF ANY APPLICABLE STATUTE OR OTHER LAW, THE PROVISIONS OF WHICH CANNOT BE LAWFULLY EXCLUDED, MODIFIED OR RESTRICTED, INCLUDING WHERE APPLICABLE THE STATUTORY RIGHTS OF CONSUMERS PROVIDED FOR UNDER RELEVANT NATIONAL LAWS OR THE LAWS OF THE EUROPEAN UNION. HOWEVER, IF ANY COURT OF COMPETENT JURISDICTION DETERMINES THAT ANY LIMITATION OF LIABILITY, DISCLAIMER, OR OTHER PROVISION OF THIS AGREEMENT IS ILLEGAL, INVALID OR UNENFORCEABLE IN ANY JURISDICTION, THEN SUCH PROVISION SHALL BE DEEMED MODIFIED TO THE MINIMUM EXTENT NECESSARY TO MAKE IT COMPLY WITH THE APPLICABLE STATUTE OR LAW OF SUCH JURISDICTION, AND THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT.

It is the express wish of the parties that the Terms of Use and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

Modified: Sept. 7 2010