TERMS AND CONDITIONS OF WEB SITE USE

THANK YOU FOR VISITING OUR WEB SITE. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF WEB SITE USE (THE “TERMS AND CONDITIONS”) CAREFULLY BEFORE ACCESSING OR USING THE SPROUTER SITE AS THEY REPRESENT A BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) and REDWIRE INNOVATIONS INC. (TOGETHER WITH ITS AFFILIATES AND SUBSIDIARIES, "SPROUTER" OR “WE”) AND GOVERN YOUR USE OF WWW.SPROUTER.COM TOGETHER WITH ALL OF THE INFORMATION AND MATERIALS AVAILABLE ON SUCH WEB SITE (COLLECTIVELY THE “SPROUTER SITE”). BY ACCESSING, BROWSING OR USING THE SPROUTER SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS AS OUTLINED IN THIS AGREEMENT. FOR YOUR REFERENCE YOU MAY PRINT THIS AGREEMENT BY CLICKING THE “PRINT” OPTION BELOW. IF YOU HAVE NOT READ, DO NOT UNDERSTAND, OR DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SPROUTER SITE. SPROUTER RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION TO CHANGE THESE TERMS AND CONDITIONS FROM TIME TO TIME AT ITS SOLE DISCRETION AND WITHOUT NOTICE.

AS IT IS YOUR RESPONSIBILITY TO CHECK FOR SUCH UPDATES YOU SHOULD REVISIT THIS PAGE FROM TIME TO TIME AS YOUR USE OF THE SPROUTER SITE IS SUBJECT TO THE MOST CURRENT VERSION OF THE TERMS AND CONDITIONS POSTED ON THE SITE AT THE TIME OF SUCH USE. THE LAST REVISION DATE FOR THESE TERMS AND CONDITIONS IS SET FORTH BELOW:

MAY 25TH 2009.

IF YOU ACCESS, BROWSE OR USE THE SPROUTER SITE AFTER THE TERMS AND CONDITIONS ARE REVISED, WE WILL ASSUME THAT YOU HAVE REVIEWED AND ACCEPTED THE REVISED TERMS.

YOUR RIGHT TO USE THE SPROUTER SITE

Provided that you accept and comply with the Terms and Conditions, you have the limited right to access and use the SPROUTER Site to view the various materials, including information, documents and other content on the SPROUTER Site and to copy, download or print a single copy of any of the information and materials available on it, solely for your personal non-commercial use or your internal informational use in business and not for resale or distribution to anyone else, provided that you reproduce all of SPROUTER’s proprietary markings on each copy of reproduced material. [You may also upload “Your Content” (as that term is defined later in these Terms and Conditions), to the SPROUTER SITE, however, you are prohibited from sending SPROUTER or any other user of the SPROUTER Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or any other communications that would violate any law or the rights of others under applicable law. You are solely responsible for the legality of your own communications. SPROUTER shall have the right, but not the obligation, to review your communications to ensure that they comply with the Terms and Conditions and any applicable laws or regulations. Information submitted by you is also subject to the provisions of the SPROUTER Site Privacy Policy] Except as expressly permitted by us in writing, you may not copy, reproduce, download, upload, post, transmit, translate, modify, distribute, sell, rent, license, transfer, mirror, frame or create derivative works of the SPROUTER Site, in whole or in part, in any form or by any means. In particular, the use of any of such information on any other web site or in a networked computer environment for any purpose is prohibited and the foregoing authorization does not apply with respect to the design or layout of the SPROUTER Site.

When accessing, browsing or using the SPROUTER Site, you agree to provide accurate information as required by the SPROUTER Site and/or your company/organization for record-keeping purposes. You also agree to update such information, to the extent necessary, from time to time.

SPROUTER reserves the right to restrict, suspend or terminate your access to all or part of the SPROUTER Site at any time and for any reason; however, SPROUTER assumes no obligation to do so. The provisions of these Terms And Conditions concerning the ongoing interests of the parties shall continue and survive in full force and effect following any such termination.

OWNERSHIP OF MATERIALS ON THE SITE

The SPROUTER Site and all content provided on the SPROUTER Site are protected by copyright, trademark and other intellectual property and proprietary rights laws, and are owned, controlled, and/or licensed by SPROUTER and/or its affiliates and related companies. In particular, we own a copyright in the SPROUTER Site as a collective work and/or compilation, and in the selection, coordination and arrangement of the information and materials available on the SPROUTER Site. Nothing contained on the SPROUTER Site should be considered as granting, by implication, estoppel, custom, usage or otherwise, any licence or right to use any trademarks, logos, or other names, including, but not limited to, those identifying SPROUTER and/or its affiliates and related companies or their respective products and services displayed on the SPROUTER Site, without the express written consent of SPROUTER or such third party that may own such trade-marks, logos and other names displayed on the SPROUTER Site. Accordingly, unauthorized use or reproduction of the SPROUTER Site may violate copyright laws, trademark laws, laws pertaining to privacy or publicity rights, or other laws or regulations.

However, despite the foregoing, we do not claim any ownership rights in the text, files, images, photos, video, works of authorship, applications, or any other materials (collectively, “Your Content”) that you post on the SPROUTER Site. After posting Your Content to the the SPROUTER Site, you continue to retain any such rights that you may have in Your Content, subject to the limited license herein. By displaying or publishing (“posting”) Your Content on the SPROUTER Site, you hereby grant to SPROUTER a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such content solely on or through the the SPROUTER Site in any media formats and through any media channels. This limited license does not grant SPROUTER the right to sell or otherwise distribute Your Content outside of the the SPROUTER Site. After you remove Your Content from the SPROUTER Site we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate.

The license you grant to SPROUTER is non-exclusive, fully-paid, royalty-free, sublicensable and worldwide.

The trademarks and/or service marks of SPROUTER and others used on the SPROUTER Site are the property of SPROUTER or their respective owners. You may not use any trademark displayed on the SPROUTER Site without the prior written consent of SPROUTER or the respective owner.

SITE INTEGRITY

We are concerned about the integrity of the SPROUTER Site and agree to use commercially reasonable efforts to prevent unauthorized access. Our efforts may include the use of firewalls, authentication techniques, and passwords for access to the SPROUTER Site. You may not use any device, software, or routine to interfere or attempt to interfere with the operation of the SPROUTER Site or any transaction being conducted on the SPROUTER Site. Although we have endeavored to create a secure and reliable site, please be advised that the confidentiality of any communication or information transmitted over the Internet cannot be guaranteed. Consequently, we are not responsible for the security of any communication or information transmitted via the Internet, the accuracy of the information contained on the Site, or the consequences of any reliance on such information. You must make your own determination as to these matters.

SPROUTER considers your password, user id, SPROUTER Site information SPROUTER products and services, and any other information marked proprietary contained in non-public areas of the SPROUTER Site (i.e., areas of the SPROUTER Site accessible only with use of your passwords and user ids) to be confidential and proprietary (“Confidential Information”). You agree that such Confidential Information, whether written or oral, in whatever form provided, will remain the property of SPROUTER. You agree to preserve the confidentiality of the Confidential Information by using at least the same measures and care as you and/or your business or organization use to protect your own confidential and proprietary information, which shall in no event constitute less than reasonable care. You may not disclose to or share the Confidential Information with any third parties or use the Confidential Information for any purpose not permitted by these Terms and Conditions. We reserve the right to delete or change any SPROUTER Site login or password at any time and for any reason.

DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

The SPROUTER Site and the products and services referenced in it are provided on an "as is" and “as available” basis without warranties or conditions of any kind, either express, statutory, oral or implied, including but not limited to, non-infringement or freedom from defect other than those warranties and conditions which are imposed by and incapable of exclusion, restriction or modification under the laws applicable to these Terms and Conditions. We do not guarantee that you will have continuous, uninterrupted, or secure access to the SPROUTER Site , or that the SPROUTER Site will be error-free, or that defects, if any, will be corrected, or that the SPROUTER Site is free of viruses or other harmful components. We do not make any representations or warranties about the accuracy, reliability, currency, completeness, quality, performance, timeliness or suitability of the SPROUTER Site or the information on the SPROUTER Site. Where information on the SPROUTER Site is based on content from third parties, SPROUTER is not responsible for such content. In particular, you acknowledge that there may be interruptions in service due to inherent limitations of the Internet, system upgrades, system maintenance and system configuration and that SPROUTER assumes no liability for any loss, damage or expense from interruptions in service due to any of the foregoing factors. Furthermore while reasonable efforts are made to ensure that all information provided at the SPROUTER Site does not contain computer viruses, you should take reasonable and appropriate precautions to scan for computer viruses and should ensure that you have a complete and current backup of the applicable items of information contained on your computer system. Your use of (or inability to use) the SPROUTER Site is at your own risk. You agree that your sole remedy in the event of any problem with the SPROUTER Site is to cease using the SPROUTER Site. In no event shall SPROUTER, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents be liable for any loss or injury or any damages, either direct, indirect, punitive, special, incidental, consequential or otherwise, resulting from, or in any way connected to, the use of the SPROUTER Site, or any links to other sites made available on the SPROUTER Site or the content contained on such site(s), in each case regardless of whether such damages are based on warranty, contract, tort (including negligence), strict liability products liability or other theories of liability, even if SPROUTER or its subsidiary or affiliate has been advised of the possibility or likelihood of such damages occurring.

Some jurisdictions do not allow the exclusion of implied warranties or conditions or limitation of consequential or incidental damages, so portions of the above-referenced exclusions or limitations may not directly apply to you. You acknowledge that the provisions of these Terms and Conditions allocate the risks between SPROUTER and you and that SPROUTER’s pricing reflects the allocation of risk and limitation of liability specified in this section. You hereby waive any and all claims against SPROUTER, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents arising out of your use of, or inability to use the SPROUTER Site or any links to other sites made available on the SPROUTER Site or the content contained on such site(s).

INDEMNIFICATION

To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless SPROUTER, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents from and against all claims, liability, and expenses, including all legal fees and costs, arising out of: your breach of any provision of the Terms and Conditions or any applicable law or proprietary or privacy right in connection therewith. SPROUTER reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defence of any claim.

LINKS TO THIRD PARTY SITES AND POP-UNDERS

The SPROUTER Site may contain links to third-party web sites that are not under our control or operation. We provide any such links only as a convenience and in providing them SPROUTER is in no way acting as a publisher or disseminator of the material contained. In addition, we are not responsible for the contents of any linked site or any third-party site linked to a linked site, or for any changes or updates to any such sites. The inclusion of any link does not imply our affiliation with, or our endorsement or adoption of, the linked site, that party or its product(s) or service(s), any third-party site linked to that site, or any information contained on any such sites. and does not mean that SPROUTER is legally authorized to use any trade mark, trade name, logo or copyrighted symbol that may be reflected in the link or the description of the link to such other sites. You may provide hyperlinks to the home page of this SPROUTER Site provided you do not remove or obscure, by framing or otherwise, the advertising, trade marks, copyright notice or other notices on this SPROUTER Site.

SPROUTER does not allow pop-up ads of any kind on the SPROUTER Site; however, you may experience such advertising while accessing the SPROUTER Site as a result of programs generated by third parties with whom SPROUTER has no relationship.

ENFORCEABILITY

Any document or order properly transmitted electronically in connection with the SPROUTER Site shall be considered to be a “writing” or “in writing,” and any such document or order when containing, or to which there is affixed, a signature (including, but not limited to, an electronic identification consisting of symbols or codes which are to be affixed to or contained in a transmitted document or order) shall be deemed for all purposes to have been “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. You and we each agree not to contest the validity or enforceability or admissibility of any electronically signed and/or transmitted document or order under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby.

EVENTS BEYOND OUR CONTROL

You absolve and release us from any claim of harm resulting from any cause beyond our control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telecommunications or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.

APPLICABLE LAWS

The content of the SPROUTER Site (excluding linked sites belong to third parties) is prepared by SPROUTER from its offices within the Province of Ontario, Canada. By accessing the SPROUTER Site, you and SPROUTER agree that all matters relating to your access to, or use of, the SPROUTER Site shall be governed by the laws of the Province of Ontario, without regard to the conflicts of laws and principles thereof. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. You and SPROUTER agree that each party shall comply with such obligations as may be required of it with respect to the protection of personal information (“Data”) in those jurisdictions where such Data may be located and/or accessed (for example, such legislation as may be applicable in Canada). In addition, you agree that you shall not, in undertaking your obligations pursuant to this Agreement, undertake any acts or omissions that would result in SPROUTER being in breach of such legislation. The parties confirm that it is their wish that these Terms and Conditions, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise. These Terms and Conditions represent our entire understanding with respect to their subject matter. Any of these Terms and Conditions which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable any of the remaining Terms or affecting the validity or enforceability of these Terms and Conditions in any other jurisdiction. No waiver by us of any right under these Terms and Conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations under these Terms and Conditions, in whole or in part, without our prior written consent. These Terms and Conditions shall be binding upon and inure to the benefit of each of us and our respective successors and permitted assigns. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of Ontario and/or the Federal Court of Canada in Ontario, or any other judicial district or jurisdiction as SPROUTER may determine in any and all actions, disputes, or controversies relating hereto.

INQUIRIES

If you have any questions, comments, complaints or concerns or require more information about these Terms and Conditions, please contact our Corporate Webmaster at webmaster@sprouter.com or write to us at:

RedWire Innovations Inc.
268 Adelaide Street West
Toronto, Ontario
M5H 1X6

Attention: Corporate Webmaster