The Value Builder System™

Definitions.

Parties. The parties to this legal agreement are BTS and the User which may be referred to as “you”, “your”, and/or “yourself”. All references to “we”, “us”, and “our” shall be construed to mean BTS.

Pricing and Taxes. If you purchase any goods or services, payment is in Canadian dollars and any pricing advertised or displayed is exclusive of all applicable taxes. We may occasionally update or amend our pricing, but such changes won’t apply retrospectively. Depending on your region, transactional taxes like HST, VAT and other similar taxes may apply. We reserve the right, to change the amount of any fees and to institute new fees. Payment shall be automatically charged to your credit card, debited from your bank account, or paid via other methods that we may accept from time to time. It is your responsibility to ensure that sufficient funds are available to cover the charge(s). BTS has no liability for overdraft or other fees that you may incur as a result of the processing of your payment by our third-party payment processor. To purchase any goods or services from BTS, you may be taken away from a BTS website and directed to a payment gateway, via a secure connection from your computer, through which you will provide your credit card or other payment information, so that it may be passed to our third party payment processor for payment. Your payments are subject to the terms and conditions and privacy policies of such third parties. BTS and its affiliates, subsidiaries, predecessors, successors, and assigns, and all of their respective current and former officers, directors shareholders, agents, contractors and employees, disclaim all liability in connection with any third party´s use or misuse of same.

Termination. BTS reserves the right to immediately terminate your access to the Services and/or any BTS website at any time for any reason without notice. Without limiting the foregoing, BTS may block or terminate your access to the Services if BTS, in its sole discretion, believes you are violating these Terms.

Agreement and Modification of Agreement. The legal agreement between you and BTS (the “Agreement”) consists of these Terms and our privacy policy https://valuebuilder.com/privacy-policy which is hereby incorporated by reference. We can modify these Terms at any time by posting amended terms that are accessible on the applicable BTS website. You should check these Terms periodically for modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE USING THE SERVICES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR POSTING OF AMENDED TERMS OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.

Modification of Services. We reserve the right to occasionally modify the Services. Generally, we will endeavor to provide users with 30 days’ notice of material modifications they become effective, unless we need to make immediate changes for reasons we don’t have control over.

Monitoring. BTS has no obligation to monitor any BTS website or any portion thereof. However, BTS reserves the right to monitor and review any Content and User activity on any BTS website and remove, delete, redact or otherwise modify Content or block or terminate User access, in its sole discretion, at any time, without notice or further obligation to you. BTS has no obligation to display or post any Content. BTS shall have no liability in connection with any Content submitted to, transmitted via, or displayed or posted on any BTS website or through the Services.

Links to Third Party Sites. Any BTS website may contain hyperlinks to web sites operated by parties other than BTS. Such hyperlinks are provided for reference only. BTS does not control such web sites and is not responsible for their contents or any products, services or information offered on such web sites. BTS´s inclusion of hyperlinks to such web sites does not imply any endorsement of the material on such web sites or any association with their operators.

Restrictions on Use. You agree that your use of the Services will be in compliance with these Terms and with Applicable Law. You agree to use our Services only for lawful business purposes and in line with the instructions and guidance we provide. While we can’t cover everything here, we do want to highlight a few more examples of things you mustn’t ever do: (i) undermine the security or integrity of our computing systems or networks; (ii) use our Services in any way that might impair functionality or interfere with other people’s use; (iii) access any system without permission; (iv) introduce or upload anything that includes viruses or other malicious code.; (v) share anything that may be offensive, violates Applicable Law, or infringes on the rights of others; (vi) modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our Services; (vii) use "robots" "spiders", "web crawlers" or other automated or robotic devises to scrape, collect or otherwise harvest information of any kind; (viii) perform any action that could result in excessive usage that adversely impacts the performance of the Services for other users; (iv) act in a manner that is abusive or disrespectful to us, our employees, partners or other customers (we will not tolerate any abuse or bullying of our employees in any situation); or (v) use the Services for any purpose other than your internal business purposes. You may not use the information for any commercial purpose, including, but not limited to, as a factor in establishing an individual´s eligibility for creditor insurance to be used primarily for personal, family, or household purposes, employment purposes, or to receive a loan. This information is provided "as is" without warranty of any kind. The information is the intellectual property of BTS. In no event will BTS or its subscribers/licensees be liable in any way with regard to such information.

Your Access to the Services and Your Confidential Information.

Security. We take security seriously and you should too!

Confidential Information. While using the Services, and only for the purposes contemplated here, you may share Confidential Information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorized individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so. In our case, we claim as “Confidential Information” the nonpublic marketing and sales and user information, algorithms, logic, design, and coding methodology embodied in the Services, our website, and all software and technology we use to provide the Services as well as any reports produced including any “The Value Builder Score™” and/or “PREScore” report(s).

Discussions and Postings and Content.

Data Use and Privacy. We use your data to provide our services to you. Our privacy policy is an important part of these Terms and describes in more detail how we deal with personal data, like your name and email address.

Intellectual Property Ownership. We own everything we’ve put into our Services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our Services including our websites, all content, training materials, software and software code and technology and reports, including “Value Builder Score” reports. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify, or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us. We also own the rights to any BTS websites. We also own the rights to any websites/domain names/links we temporarily provide to our subscribers. We also own all user data collected from The Value Builder System™ and your use of the Services. By interacting with us and/or with any BTS website, which, for greater certainty, includes but is not limited to providing us with data to obtain your “Value Builder Score” and/or your “PREScore” and completing their associated questionnaires, you agree that we own all user data collected from The Value Builder System™, all BTS websites and your use of the Services. You acknowledge and agree that we may directly contact, interact with and market to you, even though you may have been initially introduced to us by one of our subscribers or someone else. We are not required to delete any of your information unless you specifically ask us in writing to do so.

Compliance with Applicable Law. You agree you will always comply with all Applicable Law. You may not use the Services in any way, including directly or indirectly, to send, transmit, handle, distribute or deliver unsolicited email in violation of Applicable Law, including but not limited to the General Data Protection Regulation (GDPR), Canada’s anti-spam legislation (CASL), Australia’s Spam Act 2003, the USA’s CAN-SPAM Act of 2003, or any other Applicable Law. You further represent and warrant that any contact information referred to in the section “Intellectual Property Ownership” above has been obtained lawfully and with all required consents and has not, for example, been obtained via any surreptitious methods (e.g. scraping or harvesting). Different laws may apply in different countries that restrict our relationship with you. We may block your access to the Services if we reasonably believe there’s a risk - like a potential breach of Applicable Law - associated with you, your company, your use of the Services, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. You promise that you’re not located in a sanctioned country and are not on a sanctioned persons list. We may also block users from a country if we can’t receive payments from that country. You should check what payment methods are available in your country for making payments. We may take any of these actions without notice.

Limited Warranty; Disclaimers. We warrant that (i) your use of the Services will be free and clear of any third-party proprietary rights; and (ii) we will undertake reasonable efforts to maximize uptime for the Services, except for routine maintenance (“Limited Warranty”). These express warranties are the sole warranties with respect to the Services and are in lieu of all other warranties express or implied. Your sole and exclusive recourse for breach of this Limited Warranty or for any downtime, access issues or data loss, whatever the cause, is to discontinue using the Services.

Our Indemnity of You. We will indemnify, defend and hold you harmless from and against any demands, lawsuits, liabilities, losses, costs and expenses that we incur arising out of, or in connection with a third-party claim against you that any Services infringes on any Canadian or U.S. intellectual property right of a third party that is known to us prior to providing the Services to you. We will have no liability or obligation if the claim arises from (i) any alteration or modification to the Services other than by us, (ii) any combination of the Services with other programs or data not furnished by us, or (iii) any use of the Services prohibited by these Terms or Applicable Law or otherwise outside the scope of use for which the Services is intended.

Your Indemnity of Us. You will indemnify, defend and hold us harmless from and against any demands, lawsuits, liabilities, losses, costs and expenses that we incur arising out of, or in connection with a third-party claim against us relating to your use of our Services or any third-part product (except as far as we’re at fault) and/or in connection with any breach by you of these Terms of Applicable Law. We may, at our expense, employ separate counsel to monitor and participate in the defense of any claim. We will provide you with reasonably prompt notice of any claim we receive.

LIMITATION OF LIABILITY. OTHER THAN LIABILITY THAT WE CAN’T EXCLUDE OR LIMIT BY APPLICABLE LAW, OUR LIABILITY TO YOU IN CONNECTION WITH THESE TERMS AND THE SERVICES, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED AS FOLLOWS: (I) WE HAVE NO LIABILITY ARISING FROM YOUR USE OF (OR INABILITY TO USE) THE SERVICES OR FOR ANY LOSS OF REVENUE OR PROFIT, LOSS OF GOODWILL, LOSS OF CUSTOMERS, LOSS OF CAPITAL, LOSS OF ANTICIPATED SAVINGS, LEGAL, TAX OR ACCOUNTING COMPLIANCE ISSUES, DAMAGE TO REPUTATION, LOSS IN CONNECTION WITH ANY OTHER CONTRACT, OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL LOSS, DAMAGE OR EXPENSE. (II) FOR LOSS OR CORRUPTION OF YOUR DATA, OUR LIABILITY WILL BE LIMITED TO TAKING REASONABLE STEPS TO TRY AND RECOVER THAT DATA FROM OUR AVAILABLE BACKUPS. (III) OUR TOTAL AGGREGATE LIABILITY TO YOU IN ANY CIRCUMSTANCES IS LIMITED TO SEVEN HUNDRED FIFTY CANADIAN DOLLARS (CAD $750.00). FOR GREATER CERTAINTY, THIS DISCLAIMER OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINES FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORDS, DATA, PROGRAMS OR FILES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

Consumer Laws: In some places, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable consumer guarantees). They still apply – these Terms do not exclude, restrict, or modify them. Except for non-excludable consumer guarantees and other rights you have that we cannot exclude, we’re bound only by the express promises made in these Terms. Our liability for breach of a non-excludable consumer guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable consumer guarantee says otherwise).

Relationship between the parties; Assignment. Nothing in these Terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other user. You’re solely responsible for resolving disputes between you and any other user. These Terms shall inure to the benefit of and be binding upon any successor to all or substantially all the business and assets of each party, whether by merger, sale of assets, or other agreements or operation of law. Except as provided above, you shall not assign the Agreement or any right or interest under the Agreement, without our advance permission.

Notices. Any notice or communication required or permitted to be given hereunder to BTS may be delivered by hand, deposited with an overnight courier, or sent by or Canada Post or U.S. Mail (registered or certified only), return receipt requested. Any notices sent to BTS must be sent to 1 Yonge Street, Suite 1801, Toronto, ON M5E 1W7, Canada. Any notice sent to you may be sent by e-mail to the e-mail address we have on file.

Force Majeure. Except for your payment obligations hereunder, neither party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence.

Governing Law and Jurisdiction; Waiver of Class Action Proceedings. The courts sitting in Toronto, Ontario, Canada shall be the exclusive jurisdiction and venue for all legal proceedings that arise under the Agreement. The Agreement shall be construed under the laws of the Province of Ontario and the laws of Canada, without regard to its principles of conflicts of law, and such laws shall apply to all issues in dispute hereunder. The application the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are expressly excluded. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Survival. The following obligations shall survive the expiration, termination, or cancellation hereof: (i) any and all warranty disclaimers, limitations of liability, and indemnities, (ii) any covenant granted herein for the purpose of determining ownership of, or protecting, the intellectual property rights, including without limitation, the confidential information of either party, or any remedy for breach thereof, and (iii) the payment of taxes, duties, or any money due to either party.

Miscellaneous. The Agreement constitutes the entire understanding of the parties with respect to the subject matter of the Agreement and merges all prior communications, understandings, and agreements. The Agreement may be modified only by a written agreement signed by the parties, subject to BTS’s right to modify these Terms as set-out above in the section “Agreement and Modification of Agreement”. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. If any provision of these Terms is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of these Terms and these Terms shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement. You are responsible for complying with all Applicable Law which might impact your right to import, export or use any BTS website and/or the Services, and you represent that you have complied with any regulations or registration procedures required by Applicable Law to make these Terms enforceable.

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