1. Acceptance. Welcome to the Orange room website (hereinafter referred to as the "website"). By using or visiting this website (including all content available through the www.orangeroom.ca domain name and any subdomains or pages linked thereto which are hereinafter collectively referred to as "Website"), you signify your agreement to (1) these terms and conditions (also referred to as the "Terms of Service"), (2) the privacy notice, found at http://www. /privacy and incorporated here by reference. If you do not agree to any of these terms, or the privacy notice, please do not use the Website.

By accessing the website or using any of the services, you agree, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with any particular service or any NDP website, as all of the same may be modified by the NDP from time to time (collectively the "Terms and Conditions"). Please note that the Terms and Conditions may be updated from time to time without notice to you, so please check back periodically.

The NDP may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

2. Registration, Accounts and Passwords. Certain of the Services and related features, such as uploads, made available on the Website may require registration. Should you choose to register for such services or related features, you agree to provide accurate and current information about yourself as required by the relevant registration process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration on the Website, and (b) all activities that occur under such password or account. Further, you agree to notify the NDP of any unauthorized use of your password or account. The NDP shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section 2.

3. Your User Submissions and Conduct: As an Orange room account holder, you may submit, amongst others, video content ("User Videos"), photos ("User Photos"), blog articles, news articles, and textual content ("User Comments"). User Videos, User Photos, blog and news articles and User Comments are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, the NDP does not guarantee any confidentiality with respect to any User Submissions.

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize the Orange room to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions and have all necessary consents to collect, use and disclose any personally identifiable information contained or displayed in any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service.

For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to the NDP, you hereby grant the NDP a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Website and, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby waive any moral rights you may have in your User Submissions and grant each user of the Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. You understand and agree that the NDP may retain, display, distribute, and/or perform, copies of User Submissions that have been removed or deleted. The above licenses granted by you in User Comments are perpetual and irrevocable.

In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy rights, unless you are the owner of such rights or have permission from their rightful owner and the necessary consents from any individuals whose personally identifiable information is contained in such material to post the material and to grant the NDP all of the license rights granted herein.

You further agree that you will not, in connection with User Submissions, submit material that is contrary to the Terms and Conditions, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.

The NDP does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and the NDP expressly disclaims any and all liability in connection with User Submissions. The NDP does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and the NDP will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights or contravenes any applicable privacy legislation. The NDP reserves the right to remove Content and User Submissions without prior notice.

4. Rules and Conduct. In consideration of the availability, and your use, of the Services, you agree, while visiting the Website, not to :

1. post, transmit, link to, or otherwise distribute any information constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the website or any of the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the website, the Services or the Internet;
2. defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to privacy and publicity;
3. post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information;
4. post, transmit, link to, or otherwise distribute any information or software which contains a virus, Cancel bot, Trojan horse, worm or other harmful or disruptive component;
5. upload, post, publish, transmit, reproduce, link to or otherwise distribute in any way, information, software or other material obtained through the website or the Services, or any derivative work thereof, which is protected by copyright or not, or any other intellectual property right, without obtaining permission of the copyright owner or right holder;
6. impersonate or falsely represent your association with any person, including an NDP representative or moderator;
7. use, reproduce, sell, resell or otherwise exploit the website or any of the Services for any commercial purposes, and
8. use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the NDP servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, the NDP grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. The NDP reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.

5. Orange room accounts: In order to access some features of the Website, you will have to create an Orange room account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify the NDP immediately of any breach of security or unauthorized use of your account.

Although the NDP will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of the NDP or others due to such unauthorized use.

6. Authorized use: You may access User Submissions solely for your information and personal use; as intended through the normal functionality of the Website; and for Streaming.

"Streaming" means a digital transmission of an audiovisual work via the Internet from the Orange room to a user's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the user. Accessing User Videos for any purpose or in any manner other than Streaming is expressly prohibited. User Videos are made available "as is."

User Comments are made available to you for your information and personal use solely as intended through the normal functionality of the Website. User Comments are made available "as is", and may not be used, copied, modified, produced, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, translated, published, performed or otherwise exploited in any manner not intended by the normal functionality of the Website or otherwise as prohibited under this Agreement.

You may access Orange room content, User Submissions and other content only as permitted under this Agreement. The NDP reserves all rights not expressly granted in and to the Website Content and the Website Service.

You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes.

You agree not to circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or the Content therein.

You understand that when using the Website, you will be exposed to User Submissions from a variety of sources, and that the NDP is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the NDP with respect thereto, and agree to indemnify and holdthe NDP, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

7. Responsibility for Minors. In cases where you have authorized a minor to use any of the Services, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of any such Services; and (iii) the consequences of any misuse by the minor. You acknowledge that some of the areas of the website may contain material that is inappropriate for minors.

8. Monitoring. You acknowledge that the NDP has no obligation to monitor the website or any content, products or services (collectively, "Content") accessible through the website or any of the services. However, you agree that the NDP has the right to monitor the website electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the website or any of the Services properly, or to protect itself or its users in accordance with its Privacy Policy. The NDP reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of the Terms and Conditions. You understand that by using the Services, you may have access to Content which may be offensive or objectionable to you. Under no circumstances shall the NDP be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, any use of, or access to, any such Content.

9. Dealings with Third Parties. You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, the website or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties. The NDP assumes no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be the user's alone. You agree that the NDP shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, any of such dealings or transactions.

10. Downloads and Shareware. The NDP's Downloads sections allow you to search for software that has been made available for downloading by various third parties. Such software is made available to you by such third parties subject to the terms and conditions made available to you during the software installation process. You agree that it is your responsibility to review and evaluate any such software and the related terms and conditions, and that all risk associated with the use of, or reliance on, such software rests with you. You further agree that the NDP, including its affiliates, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any such software, including the failure of such software to meet your needs, standards, expectations or specifications.

11. Disclaimer Regarding Third Party Content. The website offers access to numerous third party web pages and content available over the Internet. In such instances, including, but not limited to, third party content contained on or accessible through the websites and web pages or sites displayed as search results or contained within a directory of links on the website, the NDP may not exercise any control over such third party content, web pages, or sites. You agree that it is your responsibility to review and evaluate any such content, and that any and all risk associated with the use of, or reliance on, such content rests with you. You further agree that the NDP shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any such content.

12. Disclaimer regarding Search Content. Any and all pictures, sounds, sound effects, sound recordings, musical works, performances, graphics, video, cinematic productions, audio-visual works and any other works (the "Multimedia Content") located through any Website search services are protected by copyright and/or other intellectual property laws. The NDP does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, communicate or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside the website, all of the Multimedia Content contained on such sites is owned and served by entities other than the NDP. The Website provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through the website for commercial or noncommercial purposes, we strongly suggest that you contact the server and/or owner of the Multimedia Content for permission to use such Multimedia Content.

13. Information Disclaimer. The Website makes available certain information provided by third parties. The Information is provided for educational and entertainment purposes only and should not be interpreted as otherwise.

14. User Content. In respect of any and all content you elect to post on the website which is accessible by the general public, you grant the NDP a world-wide, royalty-free, nonexclusive, and unrestricted license to use, copy, adapt, transmit, publicly display and perform, distribute and create compilations and derivative works from such content for the limited purposes of publishing such content and promoting the specific Service to which such content was submitted. Such license shall apply with respect to any form, media, or technology now known or later.

With respect to any and all content you elect to post or transmit using the Services, you agree that the NDP may preserve and disclose any content associated with your account where required to do so by law or where such preservation or disclosure is reasonably believed by the NDP to be necessary to ensure compliance with the law, enforce the Terms and Conditions or protect the rights and interests of the NDP or any other person.

15. Service Modifications. You acknowledge and agree that the NDP reserves the right at any time to modify or discontinue any of the Services with or without notice to you, and that the NDP will not be responsible or liable, directly or indirectly, to you or any other person in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such modifications or discontinuance.

16. Termination. You acknowledge and agree that the NDP, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, any of the Services, and remove and discard any information or content related to such Service (and your use thereof), for any reason, including where the NDP believes that you have violated any of the Terms and Conditions. You further agree that the NDP shall not be liable to you or to any other person as a result of any such suspension or termination.

If you are dissatisfied with the website, any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of the NDP in operating the Website and the Services, your sole and exclusive remedy is to discontinue using the website.

17. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT THE NDP MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS (as used in this section "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (B) THE NDP SPECIFICALLY MAKES NO WARRANTIES THAT THE WEBSITE OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF THE WEBSITE OR THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. THE NDP MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY, PROPERTY, BODILY, MORAL OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR 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 WEBSITE.YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE NDP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, LEGAL, STATUTORY, CONTRACTUAL, EXTRA-CONTRACTUAL, DELICTUAL OR IN TORT, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE, OR THE PARTIES' CONDUCT OR COMMUNICATION WITH ONE ANOTHER, OR AS A RESULT OF THE NATURE OF THESE TERMS AND CONDITIONS, THE WEBSITE AND YOUR USE THEREOF OR IN CONFORMITY WITH USAGE, EQUITY OR LAW OR OTHERWISE.

18. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE NDP, INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER THE NDP HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES OR THE EFFICIENT SOLUTION NETWORK, OR (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO THE EFFICIENT SOLUTION NETWORK OR ANY OF THE SERVICES, REGARDLESS OR WHETHER ANY OF THE FOREGOING IS DETERMINED TO CONSTITUTE A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE.

19. Indemnity. You agree to defend, indemnify and hold the NDP, its affiliates, suppliers, co-branders and other partners, directors, officers, employees and agents harmless from any and all liabilities, claims, costs and expenses, including reasonable attorneys' fees, related to or in connection with your, or any user of your account's: (a) violation of the Terms and Conditions, or (b) use of the website or any of the Services, or (c) placement, posting or transmission of any message, information, software or other content on the website or through any of the Services (d) your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right (e) any claim that one of your User Submissions caused damage to a third party.

20. Ability to Accept Terms of Service: You affirm that you are either more than the age of majority in your jurisdiction of residence, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

21. No License; Intellectual Property of the NDP and others. Except as expressly provided, nothing herein or within any of the Services shall be construed as conferring any license under any of the NDP's or any third party's intellectual property rights, whether by estoppels, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain content available through and used to operate the Website and Services is protected by copyright, trademark, patent, or other proprietary rights of the NDP, its affiliates, licensors, and/or service providers. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer any software, applications or programs used in connection with the Services or the NDP. Further, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Website nor use any of the forgoing for any purpose other than the purpose for which such intellectual property is made available to users through the Website.

22. Trademarks. The NDP, ndp.ca and orangeroom.com and all subdomains are property of the NDP. All other product, brand and company names and logos used on the Website are the trademarks or registered trademarks of their respective owners. Any use of any of the marks appearing on the Website without the express written consent of the NDP or the owner of the mark, as appropriate, is strictly prohibited.

24. Notices. All information and content contained on, or made available over, the property of the NDP. Any copying, republication or redistribution of such content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of the copyright owner.

25. Territory. The NDP sites originate in Ottawa (Ontario), Canada.

26. Arbitration and Actions. Any controversy, claim or dispute arising out of or relating to these Terms and Conditions, your use of the Website or Services or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Ottawa, Ontario, and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. You agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

27. Submission of Ideas and/or Suggestions. The NDP is always improving its websites and Services and developing new features. If you have ideas and/or suggestions regarding improvements or additions, we would like to hear them - but any submission will be subject to these Terms and Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA AND/OR SUGGESTION OR RELATED MATERIAL TO THE NDP BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL TO THE NDP, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO THE NDP THAT THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND THAT THE NDP IS FREE TO IMPLEMENT THE IDEA AND/OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY THE NDP, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

28. Miscellaneous. The Terms and Conditions constitute the entire agreement between the NDP and you pertaining to your use of the Services and supersede any prior agreements between you and the NDP. The NDP's failure to insist upon or enforce strict performance of any right or provision of the Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in the Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. The Terms and Conditions shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein.