Xenex Enterprises Inc. – www.SignatureMaster.com

TERMS OF USE

The following Terms of Use Agreement ("Agreement") constitutes a binding legal contract. Please carefully read these terms as they affect your legal rights. You ("User") are invited to consult with counsel prior to accepting the terms of this Agreement. Before you use the services provided by XENEX ENTERPRISES INC. (“Xenex”) and the SignatureMaster™ Software as a Service application (www.SignatureMaster.com and its related websites) you must read and accept all of the terms and conditions in, and linked to, this User Agreement.

Xenex’s SignatureMaster™ is a cloud service that may be used by organizations to electronically manage the Power of Attorney (“POA”) authorities of their officers, employees and agents and enables them to securely sign and seal electronic documents as Attorneys in Fact (“AIF”).  SignatureMaster™, through a Xenex proprietary process, further provides document integrity verification services confirming the authenticity of the electronic copies of signed and/or sealed documents.

By using the services of SignatureMaster™ and entering the Websites (www.SignatureMaster.com and other related websites) (Collectively the "Website(s)"), you are consenting and agreeing to the following terms, including those available by hyperlink, with Xenex and the Websites.

1.  AMENDMENTS: Website and Xenex retain the right to amend the terms of this Agreement without prior consent of, or notice to the User. You can review the most current version of the Terms of Use at any time at the www.signaturemaster.com site. Additionally, when using particular SignatureMaster™ services, you are subject to any posted guidelines or rules applicable to such services, which may be posted from time to time.  If you do not want to accept the amended terms of this Agreement, do not click the “Accept” button when prompted and this Agreement shall be terminated.  Upon such termination of this Agreement, SignatureMaster™ has the right to suspend or deny access to the Websites without liability to You or to Xenex.

2.   ELIGIBILITY: Our service is available only to persons who can form a legal binding contract. Website is not available for use by minors (under 18) without parental consent. By entering the Website and entering this agreement, you certify that you are of legal age and not restricted from using the Website by any Canadian or United States, or otherwise by any other law, agreement, or regulation.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration pages (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, or SignatureMaster™ has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SignatureMaster™ 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). SignatureMaster™ is concerned about the safety and privacy of all its users.

3.   CONSENT TO SIGN, SEAL AND RECEIVE DOCUMENT(S) ELECTRONICALLY: By accessing the Service and the Websites and completing the electronic signature and/or seal process for any Document(s), you are consenting to sign, seal and receive the Documents(s) exclusively through electronic means.  You confirm that your electronic signature is the electronic representation of your signature and is the legally binding equivalent of a hand written signature.  You also confirm that the electronic seal you may apply is the electronic representation of a seal of an organization you are authorised to apply in your capacity as an Attorney in Fact (“AIF”) and is the legally binding equivalent of physically sealing the Document(s).  Downloading of the signed and/or sealed Document(s) electronically from the SignatureMaster™ Service and the Website by you or the organization shall constitute effective delivery by that party of an executed copy of the Document(s) to the party downloading the Document(s).

4.  REFUSING TO SIGN OR SEAL ELECTRONICALLY:  If you do not want to proceed with the electronic signature process, do not click the “Click Here” button in the invitation to sign email and contact the sender to arrange for an alternative signing process.

5. CONSENT TO RECEIVE ELECTRONIC MESSAGES: Effective July 1, 2014, Canada's new anti-spam law (“CASL”) came into effect and Xenex wants to ensure that your SignatureMaster™ business affiliates will be able to continue sending you e mails and other electronic messages without any interruptions. In addition to messages from your SignatureMaster™ business affiliates, Xenex may also send you other electronic messages, including but not limited to notifications and alerts as well as information, offers, and promotions regarding our products and services that we believe you might be interested in ("Electronic Messages").  By logging in and using the SignatureMaster™ Websites, you are providing your express consent to receiving Electronic Messages from each member of your SignatureMaster™ business affiliates and Xenex (you can withdraw your consent at any time by contacting Xenex and requesting the closing of your account).

6. MEMBER ACCOUNT, PASSWORD AND SECURITY: Upon completing the registration process, you may create an account designation, password and if applicable a Personal Identification Number (PIN). You are responsible for maintaining the confidentiality of the password, PIN and account and are fully responsible for all activities that occur under your password, PIN or account. You agree (a) to immediately notify SignatureMaster™ of any unauthorized use of your password, PIN or account or any other breach of security, (b) that sharing your password or PIN with a third-party shall be deemed to have given them your Power of Attorney (POA) ) authorizing them to sign or seal documents on your behalf as your Attorney-In-Fact (AIF), and (c) to ensure that you exit from your account at the end of each session. SignatureMaster™ is not responsible for any breaches of security of damages resulting from the User’s failure to protect account, PIN or password information.

By signing up for SignatureMaster™ service and providing us with your information, you certify that all information is completely accurate to the best of your knowledge. You certify that your name, e- mail address, address, and any further such information is accurate. You further certify that you are signing up for SignatureMaster™ for legitimate purposes and not to commit fraud. If SignatureMaster™ discovers any fraud being perpetuated through our system, we reserve the right to refer cases to judiciary or other governing authorities.

7.  NO RESALE OF SERVICES PERMITTED: You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your SignatureMaster ID), use of the Service, or access to the Service.

8.  SIGNATUREMASTER™ IS NOT RESPONSIBLE FOR THE CONTENT ON THE WEBSITE: User agrees and acknowledges that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not SignatureMaster™, are entirely responsible for all Content that you upload, post, email, transmit, share, fax, mail or otherwise make available via the Service. SignatureMaster™ does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will SignatureMaster™ be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

a.  infringe the intellectual property of any person or entity, including but not limited to SignatureMaster™ or to reverse-engineer SignatureMaster™ or its related technologies;

b. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

c.   harm minors in any way;

d.   impersonate any person or entity, including, but not limited to, SignatureMaster™ officials, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e.  forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

f.   upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available 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);

g.  upload, post, email, transmit, fax, mail or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

h.  upload, post, email, fax, mail, transmit or otherwise make available 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.  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;

j.   intentionally or unintentionally violate any applicable local, provincial, state, national or international law, including, but not limited to, regulations promulgated by the Canadian and U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any regulations having the force of law;

k.  provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or the Canadian Anti-terrorism Act (Bill 36);

l.   "stalk" or otherwise harass another; and/or

m. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through k above.

User further acknowledges that SignatureMaster™ may or may not pre-screen Content, but that SignatureMaster™ and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, SignatureMaster™ and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by SignatureMaster™ or submitted to SignatureMaster™.

You acknowledge, consent and agree that SignatureMaster™ may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of SignatureMaster™, its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. These transmissions commonly occur over state and international lines. User is responsible for all US and International laws pertaining to such transmissions.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by SignatureMaster™ and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

With respect to e-mail addresses supplied to SignatureMaster™, you acknowledge that SignatureMaster™ does not certify the correctness of any e-mail addresses or the identities of any parties whose e-mail addresses are submitted by you. By submitting an e-mail address to SignatureMaster™, you certify that the subject documents may be submitted to the e-mail address. Further, you specifically acknowledge that e-mails are routinely lost in route or may not reach their destinations (due to spam filtering, Internet problems, technical problems, servers rejecting e-mails, and other such reasons). SignatureMaster™ is not responsible for any losses of e-mail for any reason.

Unless SignatureMaster™ is named as a direct party, its relationship to all documents and transactions completed using the Service is that of a trusted, disinterested third party. Accordingly, SignatureMaster™ disclaims any representations of any kind regarding the documents or transactions that pass through the Service. You are responsible for recognizing the parties of interest in all transactions you complete using the Service and assessing all associated risks.

You further understand and acknowledge that, in the event that a file is deleted by a User, SignatureMaster™ may or may not permanently delete the file from its systems, at its sole discretion. In the event that SignatureMaster™ does not delete such a file from its system, it may be reinstated by the User upon payment of an additional fee to SignatureMaster™.

SignatureMaster™ will retain documents uploaded by you subject to the storage limitations associated with your account and subject to your account remaining in good standing. SignatureMaster™ cannot guarantee or warrant that any documents you upload will be stored for more than three (3) years unless other prior arrangements had been made with SignatureMaster™. You are responsible for creating backup copies of any content you upload to the Service.

9.    ELECTRONIC SIGNATURE SERVICE: If you use the electronic signature feature of our Service, you are agreeing to conduct business transactions with electronic documents and signatures instead of paper-based documents and signatures. You are under no obligation to transact business electronically. To withdraw your consent to conduct electronic transactions, simply stop using the Service and contact the sending party to explore other options.

You may read and sign each document on a case-by-case basis. Each decision to view or sign a document electronically does not affect the legal effect of any transactions already completed using either electronic or paper-based documents or signatures. You hereby agree to read every document before electronically signing it. You also agree to communicate all issues regarding the content of a document directly with the sending party. Finally, you agree to notify the sending parties and the Service of any change in your e-mail address in order to prevent interruptions to your communications.

You acknowledge and understand that electronic signatures are legally binding in the United States, Canada and other countries. You also understand that printed copies of electronic documents are not considered legal originals, but rather copies of the original documents signed on SignatureMaster™. There are no additional fees for printing or exporting electronic documents or signatures, but additional fees may apply to paper-based transactions. Use of the Service requires a standards-compliant web-browser which supports the HTTPS protocol, HTML, and cookies. Many documents and communications will include PDF and Word attachments requiring additional software.

Electronic signatures are void where prohibited by law for some transaction or agreements. You acknowledge that you are responsible to insure validity, and enforceability of signatures and contracts relating to electronic transactions and electronic signatures used in the formation of certain electronic contracts in the applicable jurisdictions.

10. PRIVACY POLICY: Registration Data and certain other information about you is subject to our Privacy Policy (also known as Privacy Statement) published at the footer of every page of the www.signaturemaster.com site.  You agree that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States, Canada and/or other countries for storage, processing and use by SignatureMaster™.

11. ELECTRONIC NOTARY: The electronic notary system is a tool that enables commissioned notaries to do electronic notarizations using SignatureMaster™. SignatureMaster™ is NOT responsible for the notary or the actions of the notary. SignatureMaster™ is not responsible for any persons misrepresenting themselves as a commissioned notary, and therefore cannot be held liable in any way. By using the electronic notary system you thereby hold SignatureMaster™ harmless to any liabilities. You also understand that although electronic notaries may be accepted in the state, that certain counties, cities, agencies, entities, businesses etc., may not accept the electronic notary. SignatureMaster™ cannot be held liable for the errors made by the notary. It is your responsibility to be certain that the notary in question is legitimate, and the information they are providing and/or including in the document is accurate. Electronic notaries are void where prohibited by law. The notary using SignatureMaster™ understands that SignatureMaster™ may supply a self-signed digital certificate; however, some states may require the commissioned notary to either purchase a digital certificate from the state directly or to purchase one from a trusted certificate authority, and it is the responsibility of the notary to validate this requirement. SignatureMaster™ is not responsible for the cost of acquiring the certificate in order to meet the state's requirements.

12. NOTARY JOURNALS: User’s expressly acknowledge that, if they are a Notary-Public, by using SignatureMaster™’s Notary System, they consent to their electronic-journal of log entries and client documents being made available to the Secretary of State or other reviewing government agency in charge of commissioning of Notary Public.

13. PHONE VERIFICATION AND VOICE RECORDING: The phone verification system allows users and/or signers to verify that the phone number entered is the phone number in question. SignatureMaster™ cannot guarantee the number entered belongs to or is in the control of the individual, and SignatureMaster™ is only able to verify the number that the user enters. If applicable, SignatureMaster™ can also not guarantee the quality of the voice recording, nor can SignatureMaster™ guarantee the person making the voice recording is in fact the actual person and not an imposter or someone pretending to be that person.  If SMS is used, SignatureMaster™ cannot guarantee the delivery of any SMS message, after it has been sent. Some carriers may reject SMS messages, or delivery may be delayed due to the carriers. By using the phone verification you understand that additional fees may or will be incurred, and that there are absolutely no refunds. If you decide to cancel the requests, if the user declines not to utilize it, or if you simply change your mind after the document has been processed no refunds will be issued. If you provide your voice recording using the automated system, you understand that your recording may be embedded, attached to a document, etc., and that you release SignatureMaster™ from any liability by using the phone system. It is your responsibility to verify, validate, or to check the document in order to make sure the voice recording has been made.

14. TRANSACTION SYSTEM OR FRAUD PREVENTION SYSTEM: The transaction system allows individuals, merchants, agents, brokers, professionals, etc., to create documents on the fly based upon templates that were created or uploaded by you in order to try to reduce friendly fraud, evidence the transaction, or to create basic electronically signed documents. It is also your responsibility to maintain your own templates and also guarantee the data being sent to SignatureMaster™ using the transaction system is accurate such as signer’s signature, IP address, etc., and that SignatureMaster™ shares no responsibility or liability if such inaccuracies occur. SignatureMaster™ only processes the templates and data you send us, and is never aware of the contents of the templates.  SignatureMaster™ has absolutely no responsibility as to accuracy of the data or information provided to it.  All accounts utilizing this service must comply with the requirement of having a signature or seal placeholders which clearly states that the user must provide their electronic signature, and failure to comply with this requirement will result in accounts being suspended or deleted. The user or signer must be aware that by typing their name in this required textbox, clicking a button accepting the attestation of intent to sign or applying their PIN, they are providing a legally binding electronic signature. SignatureMaster™ also reserves the right at any time to audit any sites utilizing this service in order verify compliance.

15. RESELLERS AND INVOICED ACCOUNTS: If an account has been established by a reseller or through a reseller, it is your responsibility to contact your respective reseller for information about your account or for support. If payments are made to the reseller, and reseller fails to pay SignatureMaster™ within the contracted period of time, SignatureMaster™ reserves the right to suspend any or all services to your account or accounts. If the account or accounts is an invoiced account, it is your responsibility to make timely payments within the contracted terms. Failure to make payments may result in the suspension of account or accounts. Late fees and/or reactivation fees may apply.

16. REMOTE SIGNING SERVICES: SignatureMaster™ provides many methods for document electronic signings. One method or system enables you to create documents on demand and to have signers sign documents from within your own applications and/or websites such as an Iframe. You understand that by using this method that there are risks involved such as security risks. It is your responsibility and NOT SignatureMaster™'s to ensure that your data and account information is protected, and the information is not exposed to the signers or your users. In the event, your account information is hijacked, stolen, and/or impersonated, your account is depleted of credits or additional account fees are incurred, you will be responsible for all of your loss of credits and/or additional fees as well as any liability from using the method or system.

17. WEBSITE’S RESERVATION OF RIGHTS: Website reserves the right to suspend, discontinue or terminate any user's membership or listing at any time and may be implemented immediately without notice. Some examples include but are not limited to breach of this contract, member misconduct, if we cannot verify or authenticate any or some of the information you provide us, or any other reason that Website assumes fraud or misrepresentation.

18. FEES, CREDITS AND SERVICE PLANS: Fees are subject to change without notice. However, Website will notify existing users in advance of any fee changes that would affect their current listings. Credits are considered and issued on an individual basis, depending on circumstances. The prices, features, and options of the Services available for an Account depend on the pricing structure assigned by SignatureMaster™ to Customer and the level of service, features, and promotions selected by Customer ("Service Plan"). Customer may also purchase optional services on a periodic or per-use basis. SignatureMaster™ may add or change the prices, features or options available with a Service Plan without notice.

19. INTELLECTUAL PROPERTY: COPYRIGHTS AND PATENTS: All contents included within this site such as text, graphics, logos, design and images is the property of SignatureMaster™ and is protected by Canadian, United States and international copyright and patent laws. SignatureMaster™ is a proprietary process. The internal code and graphics displayed on the Website are the copyrighted proprietary property of Xenex and SignatureMaster™. No license to use any of the foregoing is expressed or implied. Parties infringing the forgoing shall be subject to prosecution under the intellectual property laws of Canada and the United States.

In the event that any software is provided to the User, SignatureMaster™ grants you a personal, non- transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by SignatureMaster™ for use in accessing the Service.

20. USERS ASSUME ALL RISKS: By using Website's site and services, you release Website from any and all damages that may result from anything and everything. Website is only a service being provided. By using this site, you understand the risks involved with online document verification such as foreign nationals, minors and false identities, non-performance by either party to the transaction and other problems, which can arise. User accepts any and all risks, foreseeable or non-foreseeable, arising from such transactions. Further, you acknowledge that documents posted to SignatureMaster™’s system may be altered or corrupted without notice. User accepts the sole responsibility for these risks.

Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100. All claims against SignatureMaster™ must be lodged with the court or entity having jurisdiction within 100-day of the date of the first claim.

21. OWNERSHIP OF DATA: By using Website's services and Websites, you agree to provide accurate information about yourself and your organization, product or service. Subject to the Website's privacy statement, you authorize the Website to share data and information with other parties in your transactions to the extent necessary for collaboration and transacting business.

22. CONTRIBUTIONS TO SIGNATUREMASTER™: By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to SignatureMaster™ through its suggestion or feedback web- pages or any other means, you acknowledge and agree that: (a) your Contributions may or may not contain confidential or proprietary information; (b) SignatureMaster™ is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) SignatureMaster™ may or may not use or such Contributions for any purpose, in any way, in any media worldwide; (d) SignatureMaster™ may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of SignatureMaster™ without any obligation of SignatureMaster™ to you; and (f) you are not entitled to any compensation or reimbursement of any kind from SignatureMaster™ under any circumstances.

23. OWNERSHIP AND LICENSE: SignatureMaster™ retains all rights (including intellectual property rights), title and interest in the Website Web site technology, and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. We will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer any Website source code or structure or sequence of Website technology or delete or alter author attributes or copyright notices.

24. GENERAL PRACTICES: You acknowledge that SignatureMaster™ may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that documents, or other uploaded Content will be retained by the Service, the maximum number of files and/or documents that may be uploaded by an account on the Service, the maximum size of files and/or documents that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on SignatureMaster™'s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that SignatureMaster™ has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that SignatureMaster™ reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that SignatureMaster™ reserves the right to modify these general practices and limits from time to time.

25. SYSTEM: Website will not be held responsible for any information loss or damages resulting from system failure due from any external or internal devices, acts of nature, or acts of God. User may not use any device that interferes with the proper working of Website. User agrees not to disclose PIN or password to a third party and understands that any and all actions taken under your PIN or password are your responsibility.

26. INDEMNIFICATION: You agree to INDEMNIFY, DEFEND AND HOLD HARMLESS Website from and against any and all claims, loss, damage, liability, action or cause of action (including reasonable attorney's fees) brought against Website by a third party and arising from or related to your use of Website's site or your membership or your breach of this Agreement as a user. Website shall select the counsel of its choice and User shall be responsible for any and all fees associated with defending Website in litigation (including pre-litigation fees and costs).

In the event that SignatureMaster™’s personnel are required to testify in any action or proceeding or attend any deposition meeting or hearing associated with a legal proceeding or similar such proceeding, whether SignatureMaster™ is or is not a named party to the action or proceeding, SignatureMaster™ shall be compensated by User for any time and expenses associated with its attendance. Xenex principals shall be billed at a rate of $500 per hour and technical staff or custodian of records shall be produced at an hourly rate of $200 per hour. All travel, lodging, and related expenses shall be borne by the User.

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

27. DISCLAIMER OF GUARANTEE:  Website makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. Users acknowledge that certain software used by internet users may not be capable of supporting certain features or functionalities which may be included in the services provided by Website. Website shall have no liability whatsoever for any claim relating to any internet users’ inability to access the services properly or completely or for any claim related to any errors or omissions in the services.

The services provided herein are provided "as is" and without any warranty of any kind, express or implied, including but not limited to, warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness, and delays. Website does not warrant that any services provided hereunder shall be error free or uninterrupted. Website shall not be responsible for the failure of any third-party to deliver services in a timely or error free manner.

Any material downloaded or otherwise obtained through the use of the service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

A small percentage of users may experience epileptic seizures when exposed to certain light patterns or backgrounds on a computer screen or while using the service. Certain conditions may induce previously undetected epileptic symptoms even in users who have no history of prior seizures or epilepsy. If you, or anyone in your family, have an epileptic condition, consult your physician prior to using the service. Immediately discontinue use of the service and consult your physician if you experience any of the following symptoms while using the service: dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, or convulsions.

Users must individually verify that each document has been processed correctly. SignatureMaster™, at its sole discretion, may or may not add time stamps, bar codes, logos, and digital signatures to the Uploads within the unused portions of the pages such as the left or bottom margins.  SignatureMaster™ may or may not scale Uploads in order to make room within the pages contained within the Uploads. SignatureMaster™ is not responsible for documents that may become corrupt during processing.

SignatureMaster™ reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that SignatureMaster™ shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

28. PAYMENTS AND CHARGE-BACKS: Payments are due immediately to SignatureMaster™ for non-subscription accounts upon the completion of uploads such as documents, files, media, photos, images, etc. (“Uploads”) to the SignatureMaster™ system. In the event, payments are not made immediately; you acknowledge and understand that you may have up to 21 days to make a payment before those Uploads are permanently deleted from the SignatureMaster™ system. SignatureMaster™ may or may not permanently delete Uploads after the twenty-one (21) day period; however, SignatureMaster™ may or may not charge a fee to reinstate Uploads after failure to pay within the twenty-one (21) day period. For subscription based accounts, payment is due immediately and before service is permitted. Subscription accounts may have recurring fees such as weekly, monthly, yearly, etc. charges. In the event, payment for subscription accounts does not go through due to circumstances such as inaccurate information, credit card expiration, disputes, etc.; the account will be immediately suspended until payment is made within the allotted grace period. Reinstatement fees may vary, and may change without notice. A chargeback is a payment dispute initiated by the cardholder with their credit card issuing bank. By using the SignatureMaster™ system you agree to make payments promptly. In the event, a chargeback occurs, you understand that SignatureMaster™ reserves the right to disable and/or delete the member’s user account. If the user account is deleted and/or removed all documents, files, media, images, photos, etc. associated with and/or part of that account will also be permanently deleted, and will no longer be accessible by you and/or member and/or user. If such documents are being shared with other users, they too will no longer be accessible by those users. You also understand that you will no longer be permitted to use the SignatureMaster™ system. You also understand that if a chargeback does occur, SignatureMaster™ reserves the right to charge a fee in order to reinstate your account and all documents associated with your account. Reinstatement fees may vary, and may change without notice. User is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith.

29. TERMINATION:  SignatureMaster™ retains the right to terminate and or amend this Agreement at any time with or without the consent or notice to the User. You agree that SignatureMaster™ may, under certain circumstances and without prior notice, immediately terminate your SignatureMaster™ account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your SignatureMaster™ account includes (a) removal of access to all offerings within the Service, including but not limited to SignatureMaster™ Mail, Groups, Messenger, Chat, Domains, Personals, Auctions, Message Boards, and Alerts, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in SignatureMaster™'s sole discretion and that SignatureMaster™ shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service.

30. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT: SignatureMaster™ respects the intellectual property of others, and we ask our users to do the same. SignatureMaster™ may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide SignatureMaster™'s Copyright Agent the following information:

a.  an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

b.  a description of the copyrighted work or other intellectual property that you claim has been infringed;

c.   description of where the material that you claim is infringing is located on the site;

d.   your address, telephone number, and email address;

e.  a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

f.   a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

SignatureMaster™'s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By Mail:

Copyright Agent

c/o Xenex Enterprises Inc.

155 Rexdale Boulevard, Suite 707

Toronto, ON M9W 5Z8

By Email:

Info@xenex.ca

31. CONTROLLING AGREEMENT: In the event of any conflict between the provisions contained in any contract or sales order form used by Website, the terms of this Agreement shall be binding.

32. CHOICE OF LAW/VENUE: This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and Canada without giving effect to any principles or conflicts of law. The parties hereto agree to submit any dispute or controversy arising out of or relating to this agreement to arbitration in the Province of Ontario, Canada, pursuant to the rules of the Canadian Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest. The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this agreement. The parties further agree that all claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of this agreement, including but not limited to breach thereof, shall be first referred to mediation before, and as a condition precedent to, the initiation of any adjudicative action or proceeding, including arbitration.

33. LIMITATION OF LIABILITY: Website, its affiliates and its agents entire liability hereunder, if any, for any claim for damages related to this Agreement, which are made against them, whether based in contract or tort (including negligence), shall be limited to the amount of charges paid by User. In no event will Website, its affiliates or its agents be liable for any lost profits or any consequential, exemplary, incidental, indirect, or special damages, arising from or in any way related to this Agreement or relating in whole or in part to Website’s rights hereunder or the use of or inability to use the website, even if advised of the possibility of such damages. NO THIRD- PARTY BENEFICIARIES: You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this agreement.

User agrees that Website will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of the Website service. You agree that use of this service is at user's own risk. This service is provided on an "as is" and an "as available" basis. Website makes no guarantees or warranties on products, services, sale or trade situations whether express or implied. Website and its suppliers disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose. Website makes no guarantee or warranty that its service will meet user requirements, be error free, secure, uninterrupted, or timely.

34. FORCE MAJEURE: Website shall not be responsible for any delays, errors, failures to perform, interruptions, or disruptions in the services related to this Agreement from any act, omission or condition beyond Website’s reasonable control, whether or not foreseeable or identified, including without limitation acts of God, strikes, lockouts, riots, acts of war, governmental regulations, fire, power failure, earthquakes, severe weather, floods, or other natural disaster or Website or any third- party’s hardware, software, or equipment malfunctions.

35. ENTIRE AGREEMENT: This Agreement constitutes the entire and only agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written.

36. SURVIVABILITY: The ownership, non-circumvention, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement for any reason.

37. OTHER TERMS: Upon execution of THIS AGREEMENT by entering the website and accessing the Website’s services, the USER agrees that any individual, firm company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of this Agreement.