Last updated on June 30th, 2008.

Welcome to Zerofootprint’s software and/or website (collectively, the “Service”). The Service is operated by Zerofootprint Inc. (“Zerofootprint” or “We”, as further defined below). By accessing or using the Service or by posting a link to the Service on any website(s) owned or operated by or on behalf of you (“You” or “Your”), You signify that You have read, understand and agree to be bound by these terms of service (these “Terms of Service” or this “Agreement”), whether or not You are a registered member of the Service. You are only authorized to use the Service (regardless of whether Your access or use is intended) if You agree to abide by all applicable laws and to this Agreement. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Service at any time without further notice. If We do this, we will post the changes to these Terms of Service on the Service. Your continued use of the Service after any such changes constitutes Your acceptance of the revised Terms of Service. Except where stated otherwise, the terms “Zerofootprint” and “We” used on the Service and in this Agreement shall be deemed to include Zerofootprint Inc. and its affiliates, subsidiaries, successors and assigns.

If you do not comply with this Agreement at any time, We reserve the right to cancel or terminate Your access to the Service (or any part thereof) and/or Your user account, if any. In Zerofootprint’s sole discretion and without prior notice or liability, We may discontinue, modify or alter any aspect of the Service including, but not limited to, (i) restricting the time the Service is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user’s right to use the Service. You agree that any termination or cancellation of Your access to, or use of, the Service may be effected without prior notice. If You do not abide by the terms of this Agreement, You agree that we may immediately deactivate or delete Your user account, if any, and all related information and/or files in Your user account and/or bar any further access to such information and/or files and/or the Service (or part thereof). Further, You agree that We shall not be liable to You or any third-party for any termination or cancellation of Your access to, or use of, the Service. You acknowledge that Your only right with respect to any dissatisfaction with any modification or discontinuation of or to the Service, or any policies or practices by Zerofootprint in providing the Service, including without limitation any change in content, is to cease using the Service and cancel or terminate Your subscription or registered user account, as applicable. Although Zerofootprint does not constantly monitor the Service, it nevertheless expressly reserves the right to do so.

From time to time, We may supplement this Agreement with additional terms and conditions pertaining to specific content, activities or events (“Additional Terms”). Such Additional Terms may be placed on the Service to be viewed in connection with the specific content, activities, features or events and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into this Agreement.

If You are an employee of Zerofootprint, in addition to these Terms of Service please note that Your use of the Service as an employee must at all times also be consistent with the Zerofootprint Inc. (Zerofootprint) Code of Conduct contained in the Policies and Procedures Handbook and other related statements, policies and procedures that Zerofootprint may implement from time to time.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Zerofootprint controls the Service from its offices within the Province of Ontario, Canada. The Service can be accessed from all provinces and territories of Canada and from other countries around the world. As each of these jurisdictions have laws that may differ from those of the Province of Ontario, by accessing the Service, You agree that all matters relating to access to, or use of, the Service, or any other hyperlinked website, shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You also agree and hereby submit to the non-exclusive personal jurisdiction and venue of the courts of the Province of Ontario and acknowledge that You do so voluntarily and are responsible for complying with all local laws.

Registered Users

Certain portions, components, content and features of the Service are only available to individuals who register with Zerofootprint and create a user account on the Service (each, a “Registered User”). If you are a Registered User then You agree to the following:

(i) In consideration of Your use of the Service, You represent that You are seventeen years of age (17 ) or older and are not a person barred from receiving services under the laws of the Province of Ontario and the federal laws of Canada or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by any registration form(s) on the Service (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, Zerofootprint has the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof).

(ii) Please choose carefully the information You post on the Service and that You provide to other users. Your profile may not include the following items: telephone numbers, street addresses, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other users (for instance, in their profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Zerofootprint assumes no responsibility or liability for this material. You are solely responsible for Your interactions with other users of the Service.

(iii) Registered Users will receive a password and account designation upon completing the Service registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under Your password or account. You agree to (a) immediately notify Zerofootprint of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session.

Acceptable Use Policy

You must comply with all policies regarding permitted and prohibited uses of the Service that may be posted by Zerofootprint on the Service from time to time and in accordance with Zerofootprint’s privacy policy (the “Privacy Policy”), currently specified at http://www.zerofootprint.net/privacy. You agree that You will regularly read and familiarize yourself with the all such appropriate use postings and the Privacy Policy.

For the purposes of this Agreement, the term “Zerofootprint Community” means any chat room, message board, bulletin board, book review exchange or similar activity where You and other users of the Service can communicate.

Your privilege to use the Service (including the Zerofootprint Community) and contribute to discussions on the Zerofootprint Community depends on Your compliance with the community standards and any acceptable use postings. We may revoke Your privileges to use all or a portion of the Service and/or take any other appropriate measures to enforce community standards and any acceptable use postings if violations are brought to our attention. Further, if you fail to adhere to the community standards and any acceptable use postings, We may terminate, in Zerofootprint’s sole discretion, Your use of, or participation in, the Zerofootprint Community. All Zerofootprint Community communications, including, but not limited to, chat and message board communications, are public and not private communications. We reserve the right to monitor some, all, or no areas of the Service (including any Zerofootprint Community) for adherence to the community standards and any acceptable use postings or for any other purpose. You acknowledge that by providing you with the ability to distribute Submissions (as defined below) in the Zerofootprint Community, We are acting as a passive conduit for such distribution and We are not undertaking any obligation or liability relating to any Submissions or activities in the Zerofootprint Community. Although We reserve the right to remove, without notice, any Zerofootprint Community posting for any reason, We have no obligation to delete Submissions that You may find objectionable or offensive.

If there is any conflict or inconsistency between these Terms of Service, any acceptable use postings and any other rules, policies or guidelines posted on the Service, these Terms of Service will prevail.

The User acknowledges that any content, e-mails, postings, news articles, events, marketplace listings, tips, offers, software, videos, photos, text, graphics, music, sounds, questions, creative suggestions, messages, feedback, ideas, recipes, notes, drawings, articles, stories or other information, data, materials and opinions (including, without limitation any postings on community forums) (“Submissions”) that he or she may provide, e-mail, post, upload or otherwise transmit to the Service shall be deemed and shall remain the property of Zerofootprint, including all copyright, without reservation, and User waives in favour of Zerofootprint any and all moral rights in such Submissions. Except as provided in the Privacy Policy, none of the Submissions shall be subject to any obligation of confidence on Zerofootprint’s part, and We shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, the User acknowledges and agrees that all or any portion of the Submissions may be used, edited, reproduced, published, translated, sublicensed, copied and distributed and/or incorporated into other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such Submissions, without compensation of any kind to the User. When You post Submissions to the Service, You authorize and direct Zerofootprint to make such copies thereof as We deem necessary in order to facilitate the posting and storage of the Submissions on the Service. By posting Submissions to any part of the Service, You automatically grant, and You represent and warrant that You have the right to grant, to Zerofootprint an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Submissions for any purpose on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing. You agree to defend, indemnify and hold Zerofootprint, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with any of Your Submissions.

All content on the Service, including but not limited to designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of Zerofootprint or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Zerofootprint’s prior written permission. Provided that You are eligible for use of the Service and subject to these Terms of Service, You are granted a limited license to access the Service and the Site Content and to download or print a copy of any portion of the Site Content to which You have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright and other proprietary notices intact. Except for Your own Content, You may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. The foregoing license is subject to these Terms of Service and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Service or the Site Content other than as specifically authorized herein, without the prior written permission of Zerofootprint, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trade-mark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

Zerofootprint Inc., Zerofootprint Software, Zerofootprint Not-For-Profit, Zerofootprint Group of Companies and related words, domain names and logos are trade-marks and the property of Zerofootprint. All other trade-marks, product names and company names or logos cited herein are the property of their respective owners.

The material contained on www.zerofootprint.net (and our other web properties), including all portions of the Service, content, site design, text, graphics, and the selection and arrangement thereof are Copyright © Zerofootprint Inc. ALL RIGHTS RESERVED.

The Service contains (or You may be sent through the Service) links to other websites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Zerofootprint, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If You decide to leave the Service and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, You do so at Your own risk and You should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which You navigate from the Service or relating to any applications You use or install from the Service.

Users posting a link to the Service on a Third Party Sites must ensure they do not contain any web content that if shared or posted by a User would be a violation of the User conduct rules set forth above. Without limiting the forgoing, Users agree not to post a link to any website that does not contain, and does not represent and warrant that such website does not and will not contain, any content that is infringing, harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, lewd, fraudulent, or invasive of privacy or publicity rights or that may expose Zerofootprint or its Users to any harm or liability of any type. Upon including of a link, Users agree to defend, indemnify and hold Zerofootprint, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with any links, content, or other items or materials which may be shared or posted through links, or any breach or alleged breach of the foregoing representations and warranties.

By including a link to the Service on a Third Party Site, User automatically grants, and represents and warrants that it has the right to grant, to Zerofootprint an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use the Service in order to link to, use, copy, publish, stream, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), summarize, and distribute the content, links and other materials of any kind residing on any web pages on which User places the link.

THE SERVICE AND THE INFORMATION OR MATERIALS HEREIN ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS. ZEROFOOTPRINT MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, OR ARISING BY STATUTE, USAGE OR TRADE, CUSTOM OR OTHERWISE, OF ANY KIND WITH RESPECT TO THE SERVICE OR THE SITE CONTENT. ZEROFOOTPRINT DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, OR ARISING BY STATUTE, USAGE OR TRADE, CUSTOM OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY USING OR ATTEMPTING TO USE THE SERVICE, THE USER EXPRESSLY ACKNOWLEDGES THAT ZEROFOOTPRINT MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS REGARDING THE SITE CONTENTINCLUDING BUT NOT LIMITED TO CURRENCY, ACCURACY OR COMPLETENESS; AND (ii) AS A SERVICE TO USERS OF THE SERVICE ZEROFOOTPRINT INCLUDES LINKS TO THIRD PARTY SITES OVER WHICH ZEROFOOTPRINT HAS NO CONTROL. ZEROFOOTPRINT PROVIDES NO ENDORSEMENT OR REPRESENTATION OF ANY KIND REGARDING THE PRODUCTS, SERVICES, CONTENT OR APPROPRIATENESS OF CONTENT OF SUCH THIRD PARTY SITES, AND THE USERS HEREBY IRREVOCABLY WAIVES ANY CLAIM AGAINST ZEROFOOTPRINT WITH RESPECT TO SUCH THIRD PARTY SITES.

EXCEPT AS SPECIFICALLY STATED IN THESE TERMS OF SERVICE, NONE OF ZEROFOOTPRINT OR ANY OF ITS RESPECTIVE DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE, OR ANY HYPERLINKED WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES.

PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.

WHILE WE TAKE GREAT CARE TO ENSURE OUR ADVERTISING IS ACCURATE, MISTAKES MAY OCCUR. WHEN A MISTAKE IS NOTICED WE WILL CORRECT IT AS SOON AS POSSIBLE AND WILL NOTIFY CUSTOMERS WHO ARE AFFECTED. WHERE NECESSARY, AN ORDER MAY BE CANCELLED PRIOR TO SHIPPING THE PRODUCT. ALL PRICES QUOTED ARE IN CANADIAN DOLLARS UNLESS OTHERWISE NOTED.

ZEROFOOTPRINT RESERVES THE RIGHT TO LIMIT QUANTITIES.

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) these Terms of Service; or (b) the relationships which result from these Terms of Service (collectively, the “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by Ontario law, you waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us.

In any action against us arising from the use of the Service, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable legal fees.

If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement, together with any acceptable use postings, Privacy Policy and any Additional Terms, is the entire agreement between You and Zerofootprint relating to the subject matter herein.

We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and will remain in full force and effect.