Membership Agreement

THIS MEMBERSHIP AGREEMENT GOVERNS YOUR MEMBERSHIP IN THE 3DBARN.COM COMMUNITY, ALLOWING YOU FULL ACCESS TO THE MEMBERSHIP PORTIONS OF THE WEBSITE LOCATED AT WWW.3DBARN.COM (THE "SITE"). THIS MEMBERSHIP AGREEMENT IS IN ADDITION TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO THE SITE. THE SITE IS OWNED AND OPERATED BY SPATIAL VIEW INC. ("SPATIAL VIEW").

IN THIS MEMBERSHIP AGREEMENT, "YOU" OR "YOUR" MEANS THE INDIVIDUAL PERSON ACCESSING AND USING THE SITE AND, IF APPLICABLE, THE CORPORATION, PARTNERSHIP, PERSON OR OTHER ENTITY OR ORGANIZATION THAT IS USING THE SITE.

ACCESS AND USE OF THE MEMBERSHIP PORTIONS OF THE SITE ARE PROVIDED BY SPATIAL VIEW TO YOU ON CONDITION THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT. YOU CONFIRM YOU HAVE ALSO READ, AND YOU AGREE WITH, THE TERMS AND CONDITIONS OF USE ("SITE TERMS") THAT ARE HEREBY INCORPORATED INTO THIS MEMBERSHIP AGREEMENT. YOUR CLICKING ON THE "I HAVE READ AND AGREE" BUTTON PRESENTED TO YOU AND BY YOUR ACCESSING OR USING ANY MEMBERSHIP PORTION OF THE SITE, YOU CONFIRM YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT AND SITE TERMS ON BEHALF OF YOURSELF OR OTHER PERSON SUCH AS A BUSINESS, COMPANY OR OTHER ENTITY WHO YOU REPRESENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT, YOU SHOULD PRESS "I DISAGREE" AND NOT ACCESS OR USE ANY MEMBERSHIP PORTION OF THE SITE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS MEMBERSHIP AGREEMENT AND THE SITE TERMS, THE TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT SHALL GOVERN.

1. Age and Responsibility

You represent and warrant that you are of sufficient legal age to use the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Site. You agree to be responsible for all of your use of the Site (as well as for use of your Member Name and password(s) by others, including without limitation, minors living with you). You (a Member) agree to supervise all usage by minors of the Site under your name or account. You agree that the use of this Site does not breach, infringe or otherwise violet any applicable laws or regulations, including any laws or regulations in the jurisdiction(s) in which you reside and/or access the Site.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Sign-up registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

2.Revision of Policy

Spatial View reserves the right, in its discretion, to change or modify all or any part of the terms and conditions of this Agreement at any time, effective immediately upon notice published on the Site. You agree to review these the terms and conditions of this agreement on a regular basis. You agree that your continued use of the membership portions of the Site after such notice constitutes your acceptance of the terms and conditions of this Agreement, including any changes or modifications made by Spatial View as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease use of the membership portions of the Site.

3.Privacy Policy

Spatial View is committed to protecting your privacy. You agree and confirm that you have carefully read this Site's PRIVACY POLICY, and that you agree with and accept those provisions as a part of this agreement, including our right to collect, use and disclose your personal information.

4.Content

You acknowledge that the Site contains or may contain information, software, both two-and three-dimensional graphics, images, photographs, illustrations, audio files, video files, animations, drawings, depictions, art, designs, flash files, data files, code snippets, communications, messages, posts and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of Spatial View and its affiliates or other third parties (including other Members).

Except as set out in Section and you agree not to download, upload, use, modify, publish, transmit, trespass upon, misappropriate, transfer or sell, reproduce any portion of, create derivative works from, distribute, perform, display, duplicate, deconstruct, disassemble, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Agreement.

5.Supply of Content

Subject to the terms and conditions of this Agreement, you may upload Content onto the Site. Spatial View, in its sole discretion, may determine which of such Content may or may not be posted or uploaded on the Site or used in any other means of distribution, and only such Content that is approved by Spatial View, in its sole and absolute discretion, shall be uploaded onto the Site.

5.1Spatial View as agent

5.1.1You agree to appoint Spatial View as your non-exclusive, non-fiduciary and unrestricted agent to license (on a royalty free basis) Content to third parties. You hereby grant Spatial View the right to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, crop, package, repackage and produce prints or similar image products or display Content to prospective Members through the Site or other venues which Spatial View may determine from time to time, including the right to grant perpetual, worldwide, non-exclusive and non-transferable licenses to Members in accordance with the terms of Section on this Agreement.

5.1.2In addition to the foregoing grant, you agree to allow Spatial View to use Content for its own business purposes relating to the advertising, marketing and promotion of the Site, and to expand the market for the licensing of Content (including, without limitation, the use of the Content and the Supplier's registered and unregistered trademarks relating to Content for marketing, sales and promotional efforts whether on the Site or through third parties)./span>

5.1.3You agree that no consideration, remuneration or compensation shall be due to you for any of the rights that you provide to Spatial View in the this Agreement./span>

5.1.4The Parties agree that all rights, including title and copyright, in and to the uploaded Content will be retained by you, and (except as otherwise expressly provided herein) no title or copyright is transferred or granted in any way to Spatial View or any third party.

5.2Intellectual Property of Content

You hereby represent, warrant and covenant that:

5.2.1Your upload of Content, and any use of this Content by Spatial View, shall not breach, infringe, contravene, detrimentally affect, any person's rights whatsoever, including personality rights; moral rights; intellectual property rights including any patent, trademark, copyright or trade secret; confidential rights; moral rights; contract rights; or any other applicable law or proprietary right;

5.2.2You own all title, right and interest, including copyright, in and to all Content or any other material that you upload to the Site;

5.2.3You have obtained all required consents, releases, permissions, approvals, authorizations, licenses, and agreements necessary to upload Content or any other material onto the Site; and

5.2.4Your upload of Content, and any use of this Content by Spatial View, shall not harm, injure, damage or detrimentally affect any person, whether by tort, negligence, defamation or injury to reputation; and

5.2.5Your upload of Content, and any use of this Content by Spatial View, shall not breach, contravene, infringe or offend any law, regulation, statute, governmental policy, order or judgment of a Court of Competent jurisdiction.

6.Download of Content

6.1Grant of Rights

6.1.1Subject to the terms and conditions of this Agreement we hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license ("Standard License") and you agree to use the Content for the Permitted Uses (as defined below). You agree that unless the activity or use is a Permitted Use, you cannot use the Content.

6.1.2All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Spatial View or in the case where the Content was uploaded onto the Site, the supplier of the Content./span>

6.2Permitted Standard License Uses

6.2.1You agree to only use the Content for the specified purposes that are Permitted Uses (as defined below). For clarity, you agree not use the Content in products for resale, commercialization, license or other distribution, unless the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

6.2.2Subject to the restrictions described under Prohibited Uses below, you agree that the following are "Permitted Uses" of Content:

(a)  Personal, non-commercial and private educational purposes that are not for resale, commercialization, license or distribution;

(b)  On–line or electronic publications, including web pages to a maximum of 800 x 600 pixels that is not for resale, commercialization, license or distribution;

(c)  Prints, posters, presentations and other reproductions for private, personal use, that are not for resale, commercialization, license or distribution; and

(d)  Any other uses approved in writing by Spatial View.

If there is any doubt that a proposed use is a Permitted Use, you should contact Spatial View’s Client Relations for guidance.

6.3Standard License Prohibitions

You acknowledge and agree that you may not do anything with the Content that is not expressly permitted in section 6.2. For greater certainty, you agree that the following are "Prohibited Uses" and you may not:

6.3.1Use the Content in design template applications intended for resale or commercialization whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;

6.3.2Use or display the Content on websites or other venues designed to induce or involving the sale, commercialization, license or other distribution of "on demand" products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites);

6.3.3Use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, commercialization, license or other distribution for profit;

6.3.4Use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;

6.3.5Incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;

6.3.6Use the Content in a fashion that is considered by Spatial View (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;

6.3.7Use or display any Content that features a model or person in a manner that (i) would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (ii) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content;

6.3.8To the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;

6.3.9Remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;

6.3.10Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;

6.3.11Install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;

6.3.12Use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement; or

6.3.13Use the Content for editorial purposes without including the following credit adjacent to the Content: ©3Dbarn.com or artist’s Member Name.

7.Rules of Conduct

7.1Site Conduct

You agree not to use this Site, including any of the features and tools on this site, (bulletin boards, chat rooms, image storage facilities or other message, image or communications facilities, e-mail, collectively, "Forum"), to communicate to others, to post on this Site, or otherwise transmit to this Site, any Content, that either causes any harm to any person or that is illegal or otherwise unlawful, including without limitation any hateful, harassing, pornographic, morally offensive, racist, criminal, quasi-criminal, obscene, profane, defamatory, libelous, threatening Content, which constitutes or may encourage conduct that would be considered a criminal offense, give rise to civil liability, promote the excessive, irresponsible or underage consumption of alcohol, or otherwise violate any law or regulation. Without limiting the generality of the foregoing, you agree to use the Site and Forum only to send, receive, upload, download and post Content, that shall not, in any manner or to any extent, do any of the following:

7.1.1Commit any criminal or quasi-criminal offence, including without limitation, any pornography, hate, assault, or economic crime whatsoever;

7.1.2Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

7.1.3Publish, post, distribute or disseminate any defamatory, infringing, obscene, indecent or unlawful material or information;

7.1.4Infringe, contravene, breach or otherwise interfere with or harm the rights of any other person, including without limitation, any contractual, personality, confidentiality, privacy, moral, statutory, common law or intellectual property;

7.1.5Delete any author attributions, trade-marks, trade names, logos, legal notices or proprietary designations or labels in Content that is uploaded;

7.1.6Falsify the origin or source of software, information or other material contained in a file that is uploaded;

7.1.7Advertise or offer to sell any goods or services, or conduct or forward any surveys, contests, or chain letters; and

7.1.8Download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner.

7.1.9Upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, immoral, criminal, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

7.1.10Harm minors in any way;

7.1.11Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

7.1.12Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);

7.1.13Upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

7.1.14Upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

7.1.15Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "Spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of the Site that are designated for such purpose;

7.1.16Upload, post or otherwise transmit any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

7.1.17Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the forum are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;

7.1.18Interfere with or disrupt the Content or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

7.1.19Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any rules of any national or other securities exchange;

7.1.20"Stalk" or otherwise harass another;

7.1.21Collect or store personal data about other users; or

7.1.22Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites.

7.2Member's Communications

7.2.1You acknowledge and agree that all Content in the Forum are public and not private communications. Further, you acknowledge that Content posted, emailed or uploaded by other Members are not monitored, screened, sanctioned or endorsed by Spatial View, and such Content shall not be considered reviewed, screened, or approved by Spatial View. Spatial View reserves the right for any reason to remove, at any time, without notice, any Content on the Forum received from Members, including without limitation bulletin board postings, blogs and message board posts. Spatial View reserves the right to deny, in its sole and absolute discretion, any Member access to this Site or any portion, including Forums, thereof without notice.

8.Managing Content

You acknowledge and agree that Spatial View does not and cannot review all Content uploaded to the Site and expressly disclaims and denies any responsibility or liability for the Content. Notwithstanding the foregoing, you agree that Spatial View reserves the right to delete, move or edit any Content that it may determine, in its sole discretion and without notice that violates or may violate this Agreement or is otherwise unacceptable. You agree to remain solely responsible and liable for all Content uploaded under your Member Name. Spatial View shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by Spatial View to determine acceptable Content is done as a courtesy only. You acknowledge and agree that the Content is provided "AS-IS" and that Spatial View expressly disclaims and denies any responsibility or liability for the timeliness, deletion, mis-delivery, content or failure to store any of the Content.

9.Passwords

9.1You acknowledge and agree that the user identification provided by Spatial View to you so that you may access and utilize the membership portions of the Site (your "Member Name"), and the password selected by and used by you in conjunction with your Member Name are to be kept secret and confidential. You agree that you shall not disclose such Member Name or password to any other party without the express written permission of Spatial View.

9.2You acknowledge and agree that you will be responsible for each and every access or use of the membership portions of the Site that occurs in conjunction with your Member Name and such passwords, and that Spatial View is authorized to accept your Member Name and password as conclusive evidence that you have accessed or utilized the membership portions of the Site. You acknowledge that such password(s) are unique to you and that, although Spatial View does have the ability to require password(s) to meet certain requirements (such as a minimum or maximum number of characters) and to reset such password(s), Spatial View does not have the ability to access the password(s) themselves.

10.Confidential Information

10.1You acknowledge and agree that the Confidential Information (defined below) which you obtain through the entering into of this Agreement and the use of the Site constitutes valuable, confidential, proprietary information of Spatial View and its licensors, and you agree that during the term of this Agreement and thereafter you shall not, without the express written consent of Spatial View, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement or as required by applicable law.

10.2For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of Spatial View, its Members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Site content belonging to others and other intellectual property.

11.Term and Termination

11.1This Agreement is effective until terminated. You may terminate this Agreement at any time by e-mailing This email address is being protected from spam bots, you need Javascript enabled to view it or by such other means of written notice acceptable to Spatial View that enables confirmation of your identity and your intention to terminate. You agree that Spatial View reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the Site, at any time, for any reason without prior notice or liability. You agree that Spatial View may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.

11.2Spatial View may also terminate or suspend your access to the membership portion of the Site for inactivity, which you agree is defined as failing to access the membership portion of the Site for an extended period of time, as reasonably determined by Spatial View.

11.3You agree that termination of this Agreement does not relieve you of your obligations not to use the membership portions of the Site. You agree that termination of this Agreement shall operate without prejudice to Spatial View's rights, defenses and limitations of liability provided under this Agreement, which rights, defenses and limitations of liability shall survive termination of this Agreement.

11.4Upon termination of this Agreement, you agree to; (i) cease using the membership portion of the Site and Content for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Spatial View in writing that you have complied with these requirements.

12.Indemnity

You agree to indemnify, defend and hold harmless Spatial View and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "Spatial View Parties") from and against any and all claims, liability, losses, costs and expenses (including lawyers’ fees) incurred by any Spatial View Party in connection with: (i) any use or alleged use of the Site under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any Content posted, emailed, uploaded or downloaded under your Member Name; or (iii) any breach by you of this Agreement. Spatial View reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Spatial View's defense of such claim.

13.Disclaimer

UNLESS OTHERWISE AGREED TO IN WRITING BY SPATIAL VIEW, YOU AGREE AND ACCEPT THAT: THIS SITE, AND ALL OF ITS OPERATIONS, SHALL NOT BE ERROR FREE OR UNINTERRUPTED; THE SITE OR THE CONTENT SHALL NOT NECESSARILY MEET YOUR REQUIREMENTS; THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL NOT BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES; AND THE SITE AND CONTENT IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR COVENANTS OF ANY KIND; AND ALL WARRANTIES, REPRESENTATIONS OR COVENANTS WHETHER EXPRESS OR IMPLIED REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TRUTH, QUALITY, COMPLETENESS, SUITABILITY, RELIABILITY, AUTHENTICITY, VALIDITY OR NON-INFRINGEMENT, OF THE SITE OR CONTENT ARE COMPLETELY DENIED AND DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID BY A COURT OF COMPETENT JURISDICTION.

14.Limitation of Liability

14.1BY ENTERING THIS SITE YOU ACKNOWLEDGE AND AGREE THAT YOUR USE IS AT YOUR OWN RISK AND THAT THIS SITE, ITS OWNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, PARTNERS OR ANY OF THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS SITE ARE NOT LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, THIRD PARTY, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, OR ANY OTHER LOSSES, COSTS OR EXPENSES OF ANY KIND (INCLUDING LEGAL FEES, EXPERT FEES, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, REGARDLESS OF WHETHER OR NOT SUCH LIABILITY OR DAMAGES ARISE IN CONTRACT, TORT, NEGLIGENCE, EQUITY, STATUTORILY, OR OTHERWISE, IN ANY CONNECTION WITH THE ACCESS TO, THE USE OR INABILITY TO USE, OR BROWSING OF THIS SITE OR IN CONNECTION WITH ANY CONTENT, INFORMATION, DATA, PROMOTIONS, ACTIVITIES, ASSOCIATED WITH THIS SITE, OR IN CONNECTION WITH YOUR DOWNLOADING OR UPLOADING OF ANY MATERIALS, TEXT, DATA, IMAGES, VIDEO OR AUDIO FROM THIS SITE, INCLUDING BUT NOT LIMITED TO ANYTHING CAUSED BY ANY TRANSMISSION DEFECTS, VIRUSES, BUGS, HUMAN ACTION OR INACTION OF ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS. YOU AGREE AND CONFIRM THAT THIS LIMITATION ON LIABILITY IS FAIR AND REASONABLE IN THE CIRCUMSTANCES OF THIS AGREEMENT.

15.Compliance with laws

You agree that in accessing and using the Site you shall comply with all applicable laws, rules, regulations and by-laws of Canada. You represent, warrant and covenant that you are not located, a resident of or domiciled in any country or jurisdiction that Spatial View is prohibited from communicating with and you agree that you shall not access this Site from such country or jurisdiction including, but not limited to, any jurisdiction that is on the Area Control List of the Exports and Imports Permit Act of Canada.

16.Applicable Law

16.1This Site is controlled, operated and administered by Spatial View from within the Province of Ontario, Canada. This Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of Ontario, by accessing this Web site, you agree and consent that all matters relating to access to, or use of this Site shall be governed by the sole and exclusive laws of the Province of Ontario and the federal laws of Canada applicable therein, and excluding the body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods, if applicable. You agree that the closest and most convenient connection for this Agreement, and the transactions contemplated thereby, is with the Province of Ontario, Canada.

16.2You also agree, consent and acknowledge that you do so voluntarily that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the Province of Ontario.

16.3If Spatial View is obligated to go to court, to enforce any of its rights, or to collect any fees, you agree to reimburse Spatial View for its legal fees, costs and disbursements if Spatial View is successful.

16.4You consent to service of any required notice or process upon you by e-mail, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site, or such other address as you may advise us in writing to use, from time to time.

17.Severability

If any provision or part thereof of this Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. In the event that an enforceable replacement for such provision cannot be reached, you agree that (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with the terms as interpreted in accordance with (ii) above mentioned.

18.General

18.1You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Site Terms and any other agreements that may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.

18.2Spatial View's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

18.3This Agreement is personal to you and is not assignable by you without Spatial View's prior written consent. Spatial View may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

18.4The parties have requested that this Agreement and all documents relating thereto be drawn up in English.

19.Contact

Feel free to e-mail Spatial View at This email address is being protected from spam bots, you need Javascript enabled to view it . You acknowledge and agree any information sent to Spatial View will not be treated as confidential unless otherwise agreed upon by Spatial View.

You represent, warrant and covenant that you shall not email Spatial View any messages, materials, information, or communication (collectively "E-mail Communications") that either causes any harm to any person or that is illegal or otherwise unlawful, including without limitation any hateful harassing, pornographic, morally offensive, racist, criminal, quasi-criminal, obscene, profane, defamatory, libelous, threatening materials which constitutes or may encourage conduct that would be considered a criminal offense, give rise to civil liability, promote the excessive, irresponsible or underage consumption of alcohol, or otherwise violate any law or regulation.

You acknowledge and agree that the Internet is not a secure medium and any E-Mail Communications may be lost, intercepted or altered and that there is absolutely no obligation on Spatial View to reply, respond, acknowledge or guarantee receipt of any E-Mail Communications. You acknowledge and agree that Spatial View expressly denies and disclaims any liability for any costs, expenses, damage or loss, caused or alleged (whether arising in contract, tort, negligence, equity, statutorily or otherwise) to be caused by or in connection with E-Mail Communications to or from this Site.

20.Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF SPATIAL VIEW AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE MEMBERSHIP AGREEMENT BETWEEN YOU AND SPATIAL VIEW, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR MEMBERSHIP AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SPATIAL VIEW RELATING TO THE SUBJECT OF THIS AGREEMENT.