This Terms of Use Agreement sets forth the terms and conditions for the use of Emergis.com's ("Emergis") applications, content, and services used in connection with the Bell NCS Eprocurement (OTPG).

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE EMERGIS INTEGRATED SUPPLIER NETWORK, YOU ARE ACKNOWLEDGING AND AGREEING THAT YOU ARE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE INTEGRATED SUPPLIER NETWORK. THE EMERGIS OTPG IS OFFERED TO YOU CONDITIONAL UPON YOUR ACCEPTANCE, WITHOUT MODIFICATION, OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN. THIS AGREEMENT IS SUBJECT TO CHANGE AT ANY TIME AND, THEREFORE, IT IS RECOMMENDED THAT YOU ROUTINELY REVIEW ITS CONTENTS.

1. REGISTRANT AND SUBSCRIBER ACCOUNTS
   
   

   1. Information Security and Privacy
      To open an account and become a Emergis OTPG subscriber (Subscriber) or to register in the Emergis OTPG as a registrant (Registrant), you must complete the enrollment or registration process by providing us with current, complete, and accurate information as prompted by the forms on the Emergis OTPG and you must select a password. In addition, as a Subscriber in the Emergis OTPG, our Emergis OTPG Services may allow you to access information about other users of the Emergis OTPG. As a Subscriber, Registrant or visitor (Visitor) to this site, you hereby acknowledge and agree that you have reviewed the Privacy Policy and acknowledge and agree that you and Emergis are bound by any rights, obligations and limitations of liability specified in our Privacy Policy, and specifically, without limiting the generality of the foregoing, you acknowledge and agree that:
      

      
      

      1. Emergis will make its best efforts to maintain the security of your password and the other information that you provide internally in accordance with our Privacy Policy; however, as specified in the Privacy Policy, you are entirely responsible for maintaining the confidentiality of your password, your account, and your information contained in the Emergis OTPG, externally. If it is compromised, you must notify Emergis immediately.

      2. As specified in our Privacy Policy, since 100% confidentiality and security is not yet possible over the Internet, we assume no liability for any damages you may suffer as a result of interception, alteration, or misuse of information transmitted over the Internet.

      3. By using this site and the Emergis OTPG Services as a Registrant and/or Subscriber, our service may allow you to access certain information about other users of the Emergis OTPG. You agree to treat information about other users of the Emergis OTPG in strict accordance with these Terms of Use. In all cases, you must give such users an opportunity to remove themselves from your database and a chance to review the information you have collected about them. In addition, you must not disclose any information about another user to a third party without Emergis's consent and the consent of such other user (after adequate prior written notice is provided to such user), except in the circumstances listed under Disclosure of Information in the Privacy Policy.

      4. Emergis may disclose personally identifiable information with third parties in the circumstances specified in the Disclosure of Information section of the Privacy Policy, and that Emergis may use your information to generate statistics and aggregate reports (that do not contain any personally identifiable information) for internal use, for sharing with third parties, and for marketing and advertising, and that Emergis may use aggregate and visitor data for enhancing the operation, functionality, content, appearance and capabilities of the Emergis OTPG Services, all as specified in the Privacy Policy.

      5. While Emergis may make reasonable efforts to have affiliated networks comply with the restrictions contained in this Privacy Policy, Emergis cannot be responsible for their actions.

      6. You warrant that, when you provide information to Emergis when you decide to become a Registrant or Subscriber, you will provide true, accurate and complete information and that you will maintain and update such information to maintain its truth, accuracy and completeness, and you agree and acknowledge that Emergis reserves the right to terminate your use of the Emergis OTPG Services upon the discovery that the information you provided is not complete or accurate.
         
         

   2. Payment of Fees
      Once you have enrolled as a Subscriber (or Registrant), you agree to pay the appropriate fees in advance on a monthly basis. If you choose to discontinue use of the Emergis OTPG Services, you will not be refunded any portion of the monthly subscription fees.
      
      

   3. Activities Under Account
      If you choose to become a Subscriber or Registrant, you are entirely responsible for any and all activities, acts or omissions that occur under your account or password, including any content that is uploaded, posted or transmitted through your account. You agree to notify Emergis immediately of any unauthorized use of your account, or password, or any other breach of security.
      

      
      

   4. Access to Account
      If you choose to become a Subscriber or Registrant, you agree that Emergis may access your account, including its contents, as stated above or to respond to technical issues.
      
      

   5. Your Relationship with Third Parties
      Your correspondence with buyers or suppliers through the Emergis OTPG Services, including payment and delivery of related goods or service, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such buyer or supplier. You agree not to hold Emergis liable for any loss or damage of any sort incurred as a result of any such dealings or as a result of the presence of such buyers or suppliers in the Emergis OTPG.
      
      

   6. Support
      Emergis will provide reasonable e-mail support to Subscribers free of charge. Emergis reserves the right not to respond to e-mail help messages within the first 24 hours after we have received the message. Under no circumstances will Emergis have any obligation to provide hard-copy documentation, upgrades, enhancements, modifications, or toll-free phone support.
      
      

   7. No Transfer
      You acknowledge that the use of the Emergis OTPG Services is non-transferable and you agree not to resell or otherwise transfer your rights to, or use of, any of the Emergis OTPG Services.
      
      

2. USER CONDUCT
   
   As a Visitor to the Emergis site or as a Registrant or Subscriber in the Emergis OTPG, you agree and warrant to Emergis that:

   1. You will comply with the obligations and restrictions on your conduct specified in our Privacy Policy.

   2. In using the Emergis OTPG Services you will abide by all applicable local, state or provincial, national and international laws and regulations, including, without limitation, laws regarding the transmission of technical data or software exported through the Emergis OTPG.

   3. If you are a Subscriber or Registrant, you will safeguard the password you use to access the Emergis OTPG Services.

   4. Any person using the Emergis OTPG Services with your username and password either is you or is authorized to act for you, and you acknowledge that you are responsible for all activity occurring through your account, and you agree that you will notify Emergis immediately of any unauthorized use, or suspected unauthorized use, of your password, and you will ensure that you exit from your account at the end of each session.

   5. You will not do any of the following while using the Emergis OTPG Services:

      1. Use the Emergis OTPG Services for any purpose that is unlawful or prohibited by these Terms of Use;

      2. Violate any applicable laws or regulations;

      3. Interfere with or disrupt networks or websites connected to the Emergis OTPG Services or violate the regulations, policies, or procedures of such networks or web sites;

      4. Attempt to gain unauthorized access to the Emergis OTPG Services, or other accounts, computer systems or networks connected to the Emergis OTPG Services, through password mining or any other means;

      5. Post or transmit any content that you do not have the right to post or transmit under any law, contractual duty, or fiduciary relationship;

      6. Post or transmit any content that infringes a third party's intellectual property rights, rights of publicity or privacy;

      7. Post or transmit any content that is unlawful, untrue, harassing, libelous, defamatory, abusive, vulgar, obscene, invasive of another's privacy, threatening, hateful (racially, ethnically or otherwise), harmful (including but not limited to viruses, corrupted files, or any other similar software or programs) or otherwise objectionable;

      8. Access, tamper with or use non-public areas of the Emergis OTPG Services (note: unauthorized individuals attempting to access these areas of the Emergis OTPG Services may be subject to prosecution);

      9. Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, or any other harmful or deleterious programs;

      10. Gather and use information, such as other user e-mail addresses, available from the site to transmit any unsolicited advertising, "junk mail", "spam", or "chain letters";

      11. Post false or misleading information about a product or service;

      12. Frame or link to the site except as permitted in writing by Emergis;

      13. Impersonate, or misrepresent your affiliation with, any person or entity;

      14. Interfere with the ability of others to use the Emergis OTPG Services; or

      15. Disguise the origin of content transmitted through the Emergis OTPG Services;
          Emergis has no obligation to monitor the Emergis OTPG Services or any use thereof by a Visitor, Subscriber or Registrant, or to retain a record, or the content, of any Visitor, Subscriber or Registrant session. However, Emergis reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or in accordance with our Privacy Policy, as amended from time to time. Without limiting the generality of the foregoing, Emergis will cooperate with legal authorities in releasing the names and IP addresses of any Registrants and/or Subscribers who are involved in any illegal activities.
          
          

3. LINKS TO THIRD PARTY SITES
   
   The Emergis OTPG Services may contain links to other web sites or resources (e.g., networks) operated and maintained by third parties over which Emergis has no control. You acknowledge and agree that Emergis is not responsible or liable for:

   1. The availability or accuracy of such sites or resources; or

   2. The content, advertising, or products or services on, or available from, such sites or resources;

   3. The information security and privacy practices associated with third party web sites or resources;

   You acknowledge and agree that the inclusion of any link on this site does not imply that Emergis endorses the linked site and that you use the links at your own risk. Furthermore, Emergis reserves the right not to link to a third party site or third party network. You acknowledge that you may be required to comply with the terms and conditions of use of the third party site or resources. Also, any information you provide to third parties in connection with third party sites or resources will be governed under the terms of such third-party's privacy policies and practices. These Terms of Use and our Privacy Policy only apply to Emergis's web site and other Emergis OTPG Services.
   
   

4. DISCLAIMERS/LIMITATION OF LIABILITY

   
   
   

   1. Amendments to Information and Services
      The information and services available as part of the Emergis OTPG Services may include inaccuracies or typographical errors. Changes are periodically made to the information or services available as part of the Emergis OTPG Services. At any time, Emergis may make changes in the services available as part of the Emergis OTPG Services and Emergis and/or its Subscribers may make changes in the information available as part of the Emergis OTPG Services.
      
      

   2. Interruption in Emergis OTPG Services
      You acknowledge that Emergis does not represent or warrant that the Emergis OTPG Services will be uninterrupted. Although Emergis will use commercially reasonable efforts to avoid interruption of the Emergis OTPG Services, you acknowledge and agree that access to the Emergis OTPG Services may be unavailable from time to time for any reason, including, without limiting the generality of the foregoing, interruption of major connectivity, or backup and regular maintenance performed by Emergis or any operator of its servers. You acknowledge that certain products and features of the Emergis OTPG Services may not be available in all geographic locations or jurisdictions. Emergis reserves the right to limit the provision of any product or feature to any person, company, geographic area or jurisdiction.
      
      

   3. Limits on the Usage and Storage of Information
      In order to provide the Emergis OTPG Services efficiently, Emergis reserves the right to impose certain limitations on the usage and storage of data on the Emergis site, including, without limiting the generality of the foregoing, disk space storage. You acknowledge that Emergis reserves the right to discontinue accounts that are inactive for an extended period of time. You acknowledge that Emergis reserves the right to change its general practices respecting usage and storage limits, at any time, without notice.
      
      

   4. Accuracy of Information
      You acknowledge that Emergis does not represent or warrant that the Emergis OTPG Services will be uninterrupted or error-free, that defects will be corrected, or that the Emergis OTPG Services or the server that make them available, are free of viruses or other harmful components. Emergis does not warrant or represent that the use or the results of the use of the Emergis OTPG Services or the materials made available as part of the Emergis OTPG Services will be correct, accurate, timely, or otherwise reliable.
      
      

   5. Unauthorized Access to or Alteration of Data
      You acknowledge and agree that Emergis shall not be responsible for unauthorized access to, or alteration of, your transmissions of data, any material or data sent or received or not sent or received, or any transactions entered into through the Emergis OTPG Services. You acknowledge and agree that Emergis is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights in connection with any person's use of the Emergis OTPG Services. You acknowledge and agree that Emergis is not responsible for any content sent using and/or included in the Emergis OTPG Services by any third party.
      
      

   6. No Warranties or Representations
      You acknowledge and agree that the Emergis OTPG Services are provided "As Is" and that Emergis makes no warranties, expressed or implied, and this Terms of Use agreement supersedes any and all prior representations and warranties, statements, promises, information, arrangements and understandings not specifically set forth in this Terms of Use agreement, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Emergis does not warrant or make any representations concerning the accuracy, likely results, or reliability, of the use of the Emergis OTPG Services and the information and materials therein (or otherwise relating to the Emergis OTPG Services) or on any sites or resources (e.g., networks) linked to the Emergis OTPG Services.
      
      

   7. Limitation on Liability
      In no event shall Emergis or its Subscribers, other than you, be liable to you for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising, directly or indirectly, from the use or inability to use the Emergis OTPG Services or the information or materials therein, even if Emergis or an authorized representative of Emergis has been notified orally or in writing of the possibility of such damage.
      
      

   8. Limitation Period
      You acknowledge and agree that any cause of action arising out of or related to the Emergis OTPG Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
      
      

5. INDEMNIFICATION
   
   You agree to defend, indemnify, and hold harmless Emergis, its officers, directors, employees, and agents from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, made by any third party due to or resulting from your wrongful use of the Emergis OTPG Services, or the information or material within the Emergis OTPG Services that originated with you, or your violation of this Terms of Use agreement.
   
   

6. TERMINATION BY REGISTRANT OR SUBSCRIBER
   
   At any time, a Registrant or Subscriber may terminate their registration or subscription, as the case may be, by notifying Emergis. At any time, Emergis may modify, suspend or terminate a Registrant's registration or a Subscriber's subscription without liability to the Registrant or Subscriber, as the case may be, if a Registrant or Subscriber, as the case may be, does not use the Emergis OTPG Services for an extended period of time, or if Emergis believes that the Registrant or Subscriber has violated or acted inconsistently with the letter or spirit of any provision of this Terms of Use agreement or the Privacy Policy, violates the rights of a third party, or does anything that Emergis believes to be illegal or deems to be inappropriate for continued access. Emergis reserves the right to notify and/or cooperate with the proper law enforcement authorities in the event that account activity breaks local, state or province, national or international law. Emergis will notify a Subscriber or Registrant, as the case may be, if Emergis intends to modify, suspend or terminate a Registrant's registration or a Subscriber's subscription, unless, in Emergis's judgment, giving notice would create a risk of further violation, harm or damages. When a Subscriber's subscription or a Registrant's registration is terminated, at the option of the Subscriber or Registrant, as the case may be, or at the option of Emergis, that Subscriber or Registrant, as the case may be, is no longer permitted to have access to messages, files, and other material that the Subscriber or Registrant, as the case may be, kept within the Emergis OTPG Services. Upon termination, at the option of the Subscriber or Registrant, as the case may be, or at the option of Emergis, any data, information or material that originated with, or pertained to, such Registrant or Subscriber, as the case may be, may be deleted by Emergis.
   
   

7. PROPRIETARY RIGHTS TO CONTENT
   
   You acknowledge that content, including but not limited to text, software, graphics, or other material contained in the Emergis OTPG Services, or commercially-produced information presented to you through the Emergis OTPG Services, by Emergis, Emergis' s affiliates, or other content providers, is protected by copyrights, trademarks, service marks, patents or other intellectual property rights and laws. All customer data that has been conformed, modified, formatted or configured by Emergis through implementation of Emergis proprietary software and systems shall remain the sole property and proprietary data of Emergis. Emergis grants you permission (which may be revoked at any time) to download one copy of materials (including code and software) and content in the Emergis OTPG Services for personal use only, provided that you keep all copyright and other proprietary notices intact. This does not constitute the grant of a license or a transfer of any right, title, or interest. This permission shall automatically terminate if you violate any provision of this Terms of Use agreement or the Privacy Policy. Once you have finished viewing these materials, or upon the termination of permission to do so, you must destroy any downloaded materials in your possession, whether in electronic or printed format. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Emergis OTPG Services and its associated web sites and resources, including code and software.
   
   

8. MODIFICATIONS TO TERMS OF THE INTEGRATED SUPPLIER NETWORK, SUPPLIER POLICIES
   
   Emergis reserves the right to change the Emergis OTPG Services or policies regarding the use of the Emergis OTPG Services at any time and to notify you by posting an updated version of the Emergis OTPG, the Terms of Use or the Privacy Policy on the Emergis web site. You are responsible for regularly reviewing the Emergis web site and other Emergis OTPG Services. Continued use of the Emergis OTPG Services after any such change(s) shall constitute your acknowledgment of, and consent and agreement to, such changes.
   
   

9. GENERAL
   
   

   1. Governing Law and Attornment
      You acknowledge and agree that this Terms of Use agreement, the Emergis OTPG Services and the Privacy Policy shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. You further acknowledge and agree that the courts of the Province of Ontario will have exclusive jurisdiction to determine all disputes and claims arising under this Terms of Use agreement, the Privacy Policy and arising in connection with the provision by Emergis of Emergis OTPG Services.
      
      

   2. Unauthorized Use of Emergis OTPG Services
      You acknowledge and agree that use of the Emergis OTPG Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Terms of Use agreement, including, without limitation, this paragraph.
      
      

   3. Severability
      You acknowledge and agree that if any part of this Terms of Use agreement is determined to be invalid or unenforceable pursuant to any applicable law including, but not limited to, the warranty disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed to be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
      
      

   4. Entire Agreement
      You acknowledge and agree that, unless otherwise specified herein, this Terms of Use agreement constitutes the entire Terms of Use agreement between the user and Emergis with respect to the Emergis OTPG (excluding the use of any software which may be subject to an end-user license agreement) and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Emergis with respect to the Emergis OTPG Services.
      
      

   5. Compliance With Laws
      Nothing contained in this Terms of Use agreement is in derogation of Emergis's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Emergis OTPG Services or relating to information provided by you to Emergis with respect to such use.
      
      

   6. Business Records
      A printed version of this Terms of Use agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Terms of Use agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
      
      

   7. Interpretation Not Affected by Headings
      The section titles in this Terms of Use agreement are solely used for the convenience of the parties and have no legal or contractual significance.
      
      

   
   

10. COPYRIGHT AND TRADEMARK NOTICES:
    Emergis and Emergis.com are trade-marks of Emergis.com Inc. All other company, product, and brand names are trade-marks of their respective owners. Emergis.com Inc. reserves any rights not expressly granted herein.