INTRODUCTION

In this Service Agreement ("Agreement"), "you" and "your" refer to each customer ("Customer") and "we", "us" and "our" refer to Guest Feedback eMonitor and its parent company TruExperiences Tours Inc. ("Guest Feedback eMonitor"). This Agreement explains our obligations to you, and your obligations to us in relation to your use of our services, including the feedback monitor service.

By selecting Guest Feedback eMonitor service(s) you have agreed to establish an account with us for such services. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional service(s) or to modify or cancel your service(s) (even if we were not notified of such authorization), this Agreement covers any such service or actions.

Any acceptance of your application(s) for our services and the performance of our services will occur at our offices in Toronto, Ontario, Canada, the location of our principal place of business.

SECURITY

If we provide you with a password that can be used to modify your account. It is your responsibility to safeguard your password. You accept full responsibility for modifications made to your account using this password.

The terms of this Agreement are applicable to any and all of our services you have chosen, and to any additional services you may choose in the future which may be offered by Guest Feedback eMonitor from time to time.

FEES AND PAYMENT

As consideration for the services you have selected, you agree to pay Guest Feedback eMonitor the applicable service(s) fees set forth on our website at the time of your selection. All fees are due immediately and are non-refundable. If you qualify, we may extend payment terms to you.

TERM OF SERVICE

Any renewal of your services with us is subject to our then current terms and conditions and payment of all applicable service fees at the time of renewal.

MODIFICATIONS TO AGREEMENT

Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may:

1. revise the terms and conditions of this Agreement; and/or
2. change the services provided under this Agreement at any time.

Any such revision or change will be binding and effective ten (10) calendar days after the revised Agreement or change to the service(s) is posted on Guest Feedback eMonitor's website, or upon notification to you in accordance with this Agreement. You agree to periodically review our website, including the current version of this Agreement available on our website, to be aware of any such revisions.

If you do not agree with any revision to the Agreement or change to the services, you may terminate this Agreement at any time by providing us with notice in accordance with this Agreement. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you prior to termination of your Agreement with us are nonrefundable, but you will not incur any additional fees.

By continuing to use our services ten (10) calendar days after any revision to this Agreement or change in service(s) is posted on our website, you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation concerning this Agreement or our services made by:

AGENTS

You agree that, if your agent purchased our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein, whether your agent was authorized by you or not. You certify that your agent is authorized to apply for our services on your behalf, that he or she is authorized to bind you to the terms and conditions of this Agreement and that he or she has apprised you of the terms and conditions of this Agreement. In addition, you are responsible for any errors made by your agent. We will not refund any fees paid by you or your agent on your behalf for any reason based on any act or omission of your agent.

NOTICES AND ANNOUNCEMENTS

You authorize us to notify you as our customer of information that we deem is of potential interest to you. Notices and announcements may include commercial e-mails and other notices describing changes, upgrades, new products and services. If you do not wish to receive bulk email solicitation notices or announcements please contact us.

LIMITATION OF LIABILITY

To the extent permitted at law, Guest Feedback eMonitor and its parent company TruExperiences Tours Inc. shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from your use or inability to use any of our services or for the cost of procurement of substitute services. We disclaim any and all loss or liability resulting from, but not limited to:

(a) data non-delivery or data mis-delivery;
(b) acts of God;
(c) the unauthorized use or misuse of your Account Number or Password;
(d) errors, omissions, or misstatements in any and all information or service(s) provided under this Agreement;
(e) the development or interruption of your e-mail;

You agree that our entire liability, and your exclusive remedy, with respect to any our service(s) provided under this Agreement and/or for any breach of this Agreement is solely limited to the amount you paid for such service(s).

INDEMNITY

You agree to release, indemnify, and hold Guest Feedback eMonitor and its parent company TruExperiences Tours Inc., our contractors, agents, employees, officers, directors, shareholders, affiliates, subsidiaries and assigns harmless from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising from your use of the services provided hereunder.

When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement.

REPRESENTATIONS AND WARRANTIES

You agree and warrant that you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder; • You agree that your use of our service(s) is solely at your own risk. You agree that all of our services are provided on an "as is," and "as available" basis.

DISCLAIMER

WE EXPRESSLY DISCLAIM ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY OR REPRESENTATION THAT OUR SERVICE(S) WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OUR SERVICE.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

WE MAKE NO WARRANTY OR REPRESENTATION REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY CONDITION OR WARRANTY NOT EXPRESSLY MADE HEREIN. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

SEVERABILITY

You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.

ENTIRETY

You agree that this Agreement is the complete and exclusive agreement between you and us regarding our services. This Agreement shall supersede all prior agreements, representations and understandings, whether established by custom, practice, policy or precedent.

NON-ASSIGNMENT

Your rights under this Agreement are not assignable. Any attempt by you to assign your rights shall render this Agreement voidable at our option. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, garnishment or otherwise, shall render this Agreement voidable at our option.

GOVERNING LAW

You agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed in accordance with the laws of the Province of Ontario, Canada. You agree that any action, suit or application will be brought and heard in Toronto, Canada.

AGREEMENT TO BE BOUND

By applying for the service(s) of Guest Feedback eMonitor, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement.

NOTICES

All notices to be provided by either party to this Agreement to the other shall be in writing and shall be validly given if sent by email, personal or courier delivery or by ordinary mail as follows:

(1) Guest Feedback eMonitor; and
(2) to Customer, at the email and postal address provided by you as part of the application process for registration. Any notice sent by email shall be deemed to have been received upon receipt; by personal or courier delivery on the date of delivery, and by post on the 5th calendar day after mailing.