Terms

Last Revised: April 15, 2010

Context Media Technologies, Inc. ("Context") is the company that runs the "Summify" service found at http://summify.com (the "Site"). This Agreement sets forth the terms and conditions that apply to your access and use of the Site and related services.

By using the Site you agree to be bound by the terms and conditions of this Agreement and Context’s Privacy Policy, as they may be amended from time to time in the future - see the section titled "Modifications", below.

Accepting the Terms

By using the software information, tools, features and functionality located on the Site (together, the "Service"), you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Site) or you are a "User" (which means that you have signed up with Context). The term "you" or "User" refers to a Visitor or a User. If you wish to become a User, communicate with other Users and make use of the Service, you must read this Agreement and indicate your acceptance during the Sign up process.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Context. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.

Privacy

For information about Context’s privacy practices, please read Context’s Privacy Policy, which is incorporated into this Agreement. This policy explains how Context treats your personal and corporate information, and protects your privacy, when you access the Site and use the Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.

Description of the Service

Subject to the terms and conditions of this Agreement, Context grants to you, during the term of this Agreement, the non-transferable, non-sublicensable, non-exclusive, and revocable right to use the Service and the Site for the sole purpose to use and integrate the application made available by the Service within your web browser, websites or applications for non-commercial purposes.

The Service allows Users to:

• Preview links of web pages by displaying a textual summaries, pictures, videos, etc. of the target web pages;
• Register on the Site to create and customize Summify plugins for User’s websites;
• Install customized Summify plugins on the User’s websites;
• Generate usage reports and analytics regarding the interaction of a website’s visitors with Summify plugins;
• Subscribe to receive alerts regarding the Service via email, RSS, IM, Twitter, or other services;
• Use the provided Application Programming Interface to integrate part of the Service in Users’ applications - such usage is subject to rate limits and technical constraints as documented on the Site.

Context may add or remove such features at any time without prior notice. Users can access the Service at no charge. At any time, Context may require Users to pay to continue using the Service. Context will provide written notice to you that payment will be required, and that you may be required to enter into a new agreement with Context which shall supersede and replace this Agreement.

You agree that, if and when the Service, software and the Site is made commercially available by Context, the features, performance and configuration of the Service, software and the Site shall be determined by Context at its sole discretion.

Third Party Sites & Content

The Service may permit you to see or link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Context's control, and you acknowledge that Context 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 Context or any association with its operators. You further acknowledge and agree that Context 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.

Your Profile Information & Confidentiality

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Service. That email address and password, together with any or other user information you provide form your "Profile Information."

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.

If you become aware of any unauthorized use of your Profile Information, you agree to notify Context immediately at the email address - privacy@summify.com.

Your Use of the Service Comprises a Single License Only

Your right to access and use the Site and the Service is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are only entitled to access and use the Site for lawful purposes.

You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your Profile Information. In order for the Service to function effectively, you must also keep your Profile Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.

Your access and use of the Site may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site or other actions that Context, in its sole discretion, may elect to take.

Rights You Grant to Us

As the owner of any information, business data, passwords, usernames, PINs, other log-in information, materials or other content you provide to us through the Service, you are licensing this content to Context solely for the purpose of providing the Service. By submitting or uploading any content, you represent that you are entitled to submit it to Context for use for this purpose without violating anyone's rights or any laws, without any obligation by Context to pay any fees or other limitations.

You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to Context related to the Service and the Site and Context or its business ("Feedback") shall become Context’s property without any compensation or other consideration payable to you by Context, and you do so of your own free will and volition. Context may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Context may decide into its services, software, documentation, business or other products, or any future versions or derivatives of the foregoing.

You hereby assign all rights on a worldwide basis in perpetuity to Context in any Feedback and, as applicable, waive any moral rights.

Context owns any test results, data information and other output generated by your use of the Service or the Site during the term of this Agreement. You may not disclose to any third party any test results or performance information regarding the Service, whether generated by you, Context or a third party.

Context’s Intellectual Property Rights

The Service and the contents of the Site, including its "look and feel" (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under Canadian, United States and international copyright, trademark and other laws. The contents of the Site belong or are licensed to Context or its software or content suppliers. You may download or print a copy of information provided on or by the Site for your personal and internal use only. Any distribution, reprint or electronic reproduction of any content from the Site in whole or in part for any other purpose is expressly prohibited without our prior written consent.

General Prohibitions

You agree that you will not:

1. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Site or the Service; or

2. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site or the Service.

3. Attempt to circumvent or hack any security requirement or process in the use of the Service or the Site, or attempt to access any part of the Service or the Site (or any of their related systems, networks, servers or other equipment) for which the User is not authorized to access, or attempt to disrupt in any manner the operation of the Service or the Site, its servers or networks, or disobey any requirements, procedures, policies or regulations of our networks connected to the Site, or manipulate identifiers in order to disguise the origin of any content transmitted on or through the Site or the Service, or the source of any content.

4. License, sublicense, rent or lease the Service to third parties, use the Software for third party training, commercial time-sharing or service bureau use, or otherwise make the Service available to third parties or otherwise commercially exploit the Service.

Submitting Content

As part of the Service, Context allows Users to submit different types of content and to control the different types of content it submits, which fall into the following categories: (a) User-Generated Content in the form of questions or comments posted to publicly-accessible community groups, (b) Business Data in the form of statistical and numerical reports, spreadsheets, and data submitted to private groups (c) Profile Information for registration, log-in and communication purposes.

1. You are responsible for all content you submit to the Site and all of the results derived the use or non-use of the Site or its Service.

2. By submitting any content to Context or using the Service, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, process, and prepare derivative works of, modify, display, and perform all or any portion of the content in connection with the Site and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of the Site and under this Agreement.

3. You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate as determined by Context.

4. You may not post or transmit any message, data, image or program that would violate the property rights or any other rights of others, including, but not limited to, unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information of third party’s, and trademarks or service marks used in an infringing fashion.

5. You may not interfere with other Users’ use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Site, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.

6. Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club userships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.

7. You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.

Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SITE OR PROVIDED THROUGH THE SERVICE OR THE SITE ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. CONTEXT MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE CONTENT OR OPERATION OF THE SITE OR OF THE SERVICE YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

CONTEXT MAKES NO REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE SITE OR OF THE SERVICE, or which is derived from OR By the use of the Site or the Service, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE CONTENT AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

Context is not responsible for the acts or omissions of, or for the failings of, any third-party provider of any content, service, network, software or hardware, including but not limited to, Internet service providers, telecommunications providers, content provided by other Users, or any software or hardware not provided by Context.

THE SERVICE AND THE SITE IS PROVIDED FOR EVALUATION AND TESTING PURPOSES ONLY, AND OWING TO ITS EXPERIMENTAL NATURE, YOU ARE ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE SERVICE AND THE SITE FOR ANY REASON. YOU AGREE TO USE THE SERVICE AND THE SITE WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF YOUR DATA, HARDWARE, SOFTWARE.

Limitations on Context’s Liability

CONTEXT SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, DATA, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR USE OR ACCESS TO THE SITE, THE SERVICE OR THIS AGREEMENT, EVEN IF Context HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CONTEXT’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED, IN AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO THIS AGREEMENT, TO DIRECT DAMAGES OF $100.00 (US DOLLARS).

YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR HAVE A TRIAL BY JURY FOR ANY MATTER, DISPUTE, PROCEEDING OR ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT.

Your Indemnification of Context

You shall defend, indemnify and hold harmless Context and its officers, directors, agents, owners, shareholders and employees, from and against all claims, actions, proceedings, fees, costs, damages and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you or to any use by you of the Service or the Site.

Ending your relationship with Context

This Agreement will continue to apply until terminated by either you or Context as set out below. If you want to terminate your legal agreement with Context, you may do so by (i) notifying Context at any time and (ii) closing your account for the Service. Your notice should be sent via email to: team@summify.com or in writing, to:

Context Media Technologies, Inc. c/o Shahrooz Nabavi Fasken Martineau DuMoulin LLP 2900 - 550 Burrard St Vancouver, BC Canada V6C 0A3

Without cost, charge or liability, Context may at any time, immediately upon notice to the e-mail address provided by you as part of your Profile Information, terminate this Agreement with you:

1. if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);
2. if Context in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
3. at any time without notice for any reason.

Modifications

Context may modify this Agreement from time to time. You will be notified of any and all changes to this Agreement through a prominent notice on the Site or an email notice. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

Governing Law and Forum for Disputes

If there is any dispute between you and Context about or involving the Site or the Service, by using the Site or the Service, you agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts of the province of British Columbia in respect to any claim, proceeding or action relating to or otherwise arising out of or related to this Agreement, the Site, or its Service howsoever arising, provided always that Context may seek and obtain injunctive relief in any jurisdiction in relation to this Agreement.

Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if Context does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Context has the benefit of under any applicable law), this will not be taken to be a formal waiver of Context’s rights and that those rights or remedies will still be available to Context.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

Notwithstanding any term to the contrary contained in this Agreement, the provisions which by their nature ought reasonably to survive shall survive any actual or purported termination or expiry of this Agreement, and continue in full force and effect, including without limitation "Rights You Grant Us", "Context’s Intellectual Property", "Rules for Submitting Content", "Disclaimer of Representations and Warranties", "Limitations on Context’s Liability", "Governing Law and Forum for Disputes" and "Miscellaneous".

This Agreement represents the entire understanding and agreement between you and Context regarding the subject matter of the same, and supersedes and replaces all other previous agreements, including, without limitation all previously posted agreements.