1. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE The LouWho.com Service ("Service"), owned and operated by LouWho.com, is provided to you ("Member") under the terms and conditions of this LouWho.com Terms of Service ("TOS") and any operating rules or policies that may be published by LouWho.com. The TOS comprises the entire agreement between Member and LouWho.com and supersedes all prior agreements between the parties regarding the subject matter contained herein. BY COMPLETING THE REGISTRATION PROCESS AND USING THE SERVICE, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE TOS.
 

2. DESCRIPTION OF SERVICE LouWho.com is providing Member with a "personal Web site" which allows Member to upload Member's personal files to LouWho.com server via the World Wide Web and edit Member's personal files via the World Wide Web; to post and search text on LouWho.com; to make friends on LouWho.com via the World Wide Web. LouWho.com will not charge Member for this Service. Member must: (1) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web; (2) provide for own access to the World Wide Web and pay any telephone service fees associated with such access. In consideration for this Service, Member agrees to: (1) provide certain current, complete, and accurate information about Member as prompted to do so by the Service and (2) maintain and update this information as required to keep it current, complete and accurate. All information requested on original sign up shall be referred to as registration information ("Registration Information"). Furthermore, Member grants LouWho.com the right to disclose to third parties certain Registration Information about Member and Service membership in the aggregate; however, such disclosures will exclude Member's name, mailing address, email address, account and phone number, unless: (1) Member expressly directs LouWho.com, or any other person Member may specifically designate to disclose such information through the Service as provided by the Service or (2) LouWho.com is required to disclose such information by any applicable law or legal process served on LouWho.com. If any information provided by Member is inaccurate, LouWho.com retains the right to terminate Member's membership and rights to use the Service.
 

3. MODIFICATIONS TO TERMS OF SERVICE LouWho.com may change the terms and conditions of the TOS from time to time. Upon any change in the terms and conditions of the TOS, LouWho.com will notify you by posting the changes in an evident screen easily visible during your use of the Service. Member's continued use of the Service constitutes an affirmative: (1) acknowledgment by Member of the TOS and its modifications; and (2) agreement by Member to abide and be bound by the TOS and its modifications.
 

4. MODIFICATIONS TO SERVICE LouWho.com reserves the right to modify or discontinue the Service with or without notice to Member, although all reasonable efforts will be made to provide advance warning. LouWho.com shall not be liable to Member or any third party should LouWho.com exercise its right to modify or discontinue the Service.
 

5. DISCLAIMER OF WARRANTIES MEMBER EXPRESSLY AGREES THAT ANY OF THE SERVICE'S IS AT MEMBER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LOUWHO.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LOUWHO.COM MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES LOUWHO.COM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE ANT OF THE SERVICE'S OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE ANY OF THE SERVICE'S IS DONE AT MEMBER'S OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. LOUWHO.COM MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM LOUWHO.COM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
 

6. NO RESALE OR COMMERCIAL USE OF THE SERVICE Member's right to use the Service is personal to Member. Member may only be an individual: Member may not be a corporation or other business entity. Member agrees not to resell or make any commercial use of the Service, without the express consent of LouWho.com.
 

7. MEMBER CONDUCT Member is solely responsible for the contents of his or her transmissions through the Service. Member's use of the Service is subject to all applicable local, state, national and international laws and regulations. Member agrees: (1) to comply with Canada and U.S. law regarding the transmission of technical data exported from Canada and U.S. through the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; and (4) to comply with all regulations, policies and procedures of networks connected to the Service. The Service makes use of the Internet to send and receive data; therefore, Member's conduct is subject to Internet regulations, policies and procedures. Member will not use the Service for chain letters, junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process. Member agrees not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited. Member shall not interfere with another Member's use and enjoyment of the Service or another entity's use and enjoyment of similar services. LouWho.com may, at its sole discretion, immediately terminate Service should Member's conduct fail to conform with these terms and conditions of the TOS.

You agree to not use the Service to:

(a) upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including, but not limited to, a UofTfriends.org official, or falsely state or otherwise misrepresent your affiliation with a person or entity;

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

(e) upload, 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);

(f) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(g) upload, 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 Service that are designated for such purpose;

(h) upload, post or otherwise transmit any material 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;

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

(j) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(k) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the Canada and U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

(l) "stalk" or otherwise harass another;

(m) collect or store personal data about other users;

(n) promote 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;

(o) use your home page (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond LouWho.com;

(p) have multiple LouWho.com accounts; or

(q) engage in commercial activities without prior approval from LouWho.com. This includes, but is not limited to, the following activities:

• offering for sale any products or services;
• soliciting for advertisers or sponsors;
• conducting raffles or contests that require any type of entry fee;
• displaying a sponsorship banner of any kind, including those that are generated by banner or link exchange services; and
• displaying banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their web sites.

8. INDEMNITY Member agrees to indemnify and hold LouWho.com, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Member's use of the Service, the violation of this TOS by Member, or the infringement by Member, or other user of the Service using Member's computer, of any intellectual property or other right of any person or entity.
 

9. TERMINATION Either Member or LouWho.com may terminate the Service with or without cause at any time and effective immediately. Termination shall be accompanied by a written notice to the other party. LouWho.com shall not be liable to Member or any third party for termination of Service. Should Member object to any terms and conditions of the TOS or any subsequent modifications thereto or become dissatisfied with the Service in any way, Member's only recourse is to immediately: (1) discontinue use of the Service; (2) terminate Service membership; and (3) notify LouWho.com of termination. Upon termination of the Service, Member's right to use the Service and Software immediately ceases.
 

10. PROPRIETARY RIGHTS TO CONTENT Member acknowledges that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in either sponsor advertisements, or Internet-distributed, commercially produced information presented to Member by the Service ("Content") by LouWho.com , LouWho.com 's Advertisers, or other LouWho.com members may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, Member is only permitted to use this protected Content as expressly authorized by the owner of the Content ("Owner"), the Service or the Advertiser. Member may not copy, reproduce, distribute, or create derivative works from this Content without expressly being authorized to do so by the Owner, the Service or the Advertiser.
 

11. LAWS The privacy shall be governed by and construed in accordance with the laws of the U.S., excluding its conflict of law provisions, and in accordance with the laws of the U.S. Member and LouWho.com agree to submit to the exclusive jurisdiction of the courts of the U.S.. If any provision(s) of the TOS is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. LouWho.com's failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by LouWho.com in writing. Member and LouWho.com agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The section titles in the TOS are solely used for the convenience of the parties and have no legal or contractual significance.