WEBSITE TERMS OF USE

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE

Last Updated: November [11], 2021

This website (the “Site”) is owned and operated by Withe Inc. (“Withe”, “we”, “us” and “our”). This terms of use (“Terms of Use”) is an agreement between Withe and users or visitors (“you”) to the Site, regardless of how you access or use it, whether via computer, mobile device or otherwise.

By using this Site, you signify your agreement to be bound by the Terms of Use. If you do not agree to the Terms of Use or our Privacy Policy, please do not use this Site.

We may modify, revise or update the Terms of Use at any time by updating this posting. Each time you use the Site, the version of the Terms of Use then posted will apply to that use, so you should check this page each time you use the Site.

Disclaimer

We make no representation that the information contained in this Site or your access to it is appropriate for you. You are responsible for compliance with local laws which apply at your point of access.

We may, at any time, and without notice or liability, change, suspend, discontinue or even terminate any aspect, or the availability, of any feature of this Site or impose limits on certain of its features, including restricting your access to all or parts of the Site. In the event of termination, you will destroy all materials you have downloaded or copied from this Site.

Ownership

The contents of this Site are owned by Withe or are made available to you by Withe under license from a third party. While we are allowing you access to this Site, you acknowledge that your use of that content is governed by applicable copyright, trademark or other intellectual property laws. You also agree that the contents of this Site may not be copied for commercial use or distribution, or modified or posted to other websites, without our prior consent. We do not grant any express or implied right to you to any of the content of this Site under any intellectual property laws including, without limitation, patent, copyright or trademark, or otherwise. Your unauthorized use of the Site or the contents of this Site may violate applicable laws and we reserve all rights to pursue any remedy we may choose.

Site Security Rules

You are responsible for maintaining the security of your username and password. Do not share this information with any person.

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (a) accessing data not intended for you or logging into a server or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus, cancelbot, Trojan horse, worm or other harmful or disruptive component to the Site, overloading, “flooding”, “spamming”, “mailbooming” or “crashing”. Violations of any system or network security may result in civil or criminal liability.

You are prohibited from posting to the Site or transmitting to or from us any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other materials that violate any law.

We will investigate occurrences that may involve such violations and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations.

Non-Solicitation Policy

The sender of any communications to this Site or otherwise to us shall be responsible for the content and information contained in such communications, including its truthfulness and accuracy.

In your communications with us or postings on the Site, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services (collectively, “Unsolicited Ideas and Materials”). We shall be free to use or copy all or a portion of any Unsolicited Ideas and Materials you post on the Site or send to us, including any ideas, inventions, concepts, techniques or know-how disclosed, for any purposes. Such purposes may include disclosure to third parties and/or developing, creating and/or marketing goods or services.

Any personally identifiable information in electronic communications to this Site is governed by our Privacy Policy.

Links to Other Websites

Our Site may provide links or references to websites operated by third parties. These third party websites are not governed by the Terms of Use but by other policies that may differ from the Terms of Use. In visiting any third party websites, whether linked to this Site or otherwise, you do so at your own risk and you assume all responsibility in that regard. We make no representations or warranties regarding, and do not endorse, any third party website or any content in such website. We encourage you to review the terms of use of each website visited before using those websites.

No Warranties / Limitation of Liability

THIS SITE IS PROVIDED ON AN “AS IS” BASIS AND YOU ARE USING IT AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SITE OR ITS CONTENTS INCLUDING, WITHOUT LIMITATION: ANY WARRANTIES AS TO THE OPERATION, AVAILABILITY OR STABILITY OF THIS SITE; ANY WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR TIMELINESS OF ITS CONTENTS; ANY WARRANTIES AS TO THE MERCHANTABILITY OR FITNESS OF ANY SUCH INFORMATION OR CONTENT FOR ANY PARTICULAR PURPOSE; OR ANY WARRANTIES AS TO NON-INFRINGEMENT OF ANY RIGHTS, INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS AND INCLUDING THE TRANSMISSION OF ANY SUCH CONTENT FROM THE SITE TO YOU. ANY IMPLIED WARRANTIES, WHETHER STATUTORY OR OTHERWISE, ON ANY SUCH MATTERS ARE HEREBY EXPRESSLY EXCLUDED TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAWS.

IN ACCESSING THIS SITE OR ANY OTHER YOU ASSUME ALL RISK ASSOCIATED WITH ANY VIRUSES, WORMS, TROJAN HORSES AND OTHER DESTRUCTIVE ITEMS. YOU SHOULD TAKE ANY NECESSARY PRECAUTIONS BEFORE YOU ACCESS THIS SITE IN RESPECT OF ANY SUCH POTENTIAL RISKS.

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY KIND OF LOSS, DAMAGES OR INJURY ARISING DIRECTLY OR INDIRECTLY OUT OF THE USE OR UNAVAILABILITY OF THIS SITE, EVEN IF WE HAVE BEEN ADVISED BY YOU OF THE POSSIBILITY OF SUCH LOSS, DAMAGES OR INJURY.

Indemnity

To the full extent permitted by applicable law, you agree to defend, indemnify and hold harmless Withe, its affiliates and subsidiaries, and each of their employees, officers, directors, consultants, affiliates, subsidiaries, shareholders, related entities and agents from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Site or your breach of the Terms of Use. We shall provide notice to you promptly of any such claim, suit, or proceeding and may choose in our sole discretion to assist you, at your expense, in defending any such claim, suit or proceeding.

Miscellaneous

This Site is controlled and operated by Withe from its offices in the Province of British Columbia, Canada. These Terms of Use are governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to rules relating to conflict of laws. Any action relating to the Terms of Use must be brought in Vancouver, British Columbia, Canada and you irrevocably consent to the jurisdiction of such courts.

The Terms of Use supersede any other agreement, whether oral or in writing, and render any other agreement regarding the terms of use of the Site null and void. If any provision of the Terms of Use shall be declared unlawful, void or for any reason, unenforceable, then that provision shall be deemed severable from the Terms of Use and shall not affect the validity and enforceability of any remaining provisions.