beyes.ca(the "Site") operated by Beyes Dental Canada Inc. ("Beyes")

The terms and conditions set forth below govern your use of this Site and are legally binding on you. If you do not agree with any of the terms, do not access or otherwise use this Site or any information contained on this Site. Your use of the Site shall be deemed to be your agreement to each of the terms set forth below. Beyes, at any time and without notice to you, alter or amend the terms and conditions regarding the use of this Site.

• 1. Beyes MARKET Beyes has developed and provided the use of this Site to facilitate the efficient procurement of Beyes products to its distributors. Your use of this Site shall be governed by the terms and conditions of this Terms of Use agreement and any operating rules, policies and procedures that Beyes may post from time to time on the Site, including the then-current Beyes privacy policy (collectively the "Agreement") and any purchases that you may make by using this Site shall be governed by the agreement of purchase and sale/distributor agreement made between yourself and Beyes (the "Purchase Agreement").

• 2. ACCESS To use this Site you must meet the following qualifications: (i) you have previously entered into a master agreement of purchase and sale with Beyes for the purchase of Beyes products, which agreement may be a distributor agreement for the purpose of resale of the Beyes products to consumers; (ii) you are a corporate customer/distributor of Beyes; (iii) you have previously registered with Beyes your intention to use this Site; (iv) Beyes has accepted your registration; (v) you have been provided a password by Beyes to allow you to access this Site; and (vi) you are purchasing the products on this Site for the purpose of use or resale in Canada. If you do not meet all of the above qualifications, then you are not authorised to use this Site.

• 3. PASSWORDS You control and maintain the security and confidentiality of all identification codes and passwords used by you in relation to using the Site. You are solely responsible for all instructions, commitments and other actions or communications taken under such identification codes or passwords, including without limitation, any purchase orders, whether or not authorised by you. You shall promptly report to Beyes any errors or irregularities in the use of the Site or any unauthorised use of your account or any breach of security in relation thereof known to you. You hereby indemnify and hold harmless Beyes from any actions, claims, suits, proceeding or damages made against Beyes from a third person as a result of any use of your identification codes or passwords, whether or not such use is authorised by you.

• 4. LICENSE AND GENERAL USE RESTRICTIONS a. Ownership: All information, documents, products and services, trademarks, logos, graphics, and images (the "Materials") provided on this Site are copyrighted or trademarked and are the property of Beyes or its affiliated licensors. Any unauthorized use of any material contained on the site may violate copyright laws, trademark laws, the laws of privacy and communications statutes. All Materials published or otherwise accessible through this Site are protected by copyright, and are owned or controlled by Beyes. Portions of the Site may be provided to Beyes under license. The copying reproduction or publication of any part of the Site is prohibited unless expressly authorized in writing by Beyes. You agree to abide by all additional copyright notices, information and restrictions contained in any Materials and in any content accessed through the Site. b. License: Beyes grants you the limited right to display, print or download the Materials only on your personal computer for your personal use. You agree not to use the materials for any other purpose without the prior written consent of Beyes. Without limitation, you agree not to reproduce, re-distribute, sell, publish, broadcast or circulate any information contained in the Materials to anyone, including others in the same company or organisation. You may not post content from this Site to news groups, mail lists, or bulletin boards. You acknowledge and agree that, except as set forth herein, you have no right to modify, edit, alter or enhance any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these terms. Upon termination you agree to immediately destroy any printed or downloaded Materials. c. Additional Restrictions: You agree not to "frame" or "mirror" any Materials or third-party content contained on this Site on any other server or internet based device without the advanced written permission of Beyes or its licensors, respectively. d. Links: This Site may be linked to other sites on the World Wide Web or Internet which are not under the control of or maintained by Beyes. Such links do not constitute an endorsement by Beyes of such linked sites. You acknowledge that Beyes is providing these links to you only as a convenience, you further agree that Beyes is not responsible for the content of such sites. e. Disclaimer: You acknowledge that this Site may include certain inaccuracies or typographical errors which may affect the quality of Materials and third-party content. You expressly agree that your use is at your sole risk. You acknowledge that Beyes makes no warranties, expressed or implied, and Beyes disclaims and negates all other warranties, or conditions of merchantability or fitness for a particular purpose or non-infringement of intellectual property or other violation of rights. Beyes makes no warranty that access to the Site will be uninterrupted, secure, or error free. f. Third Party Content: You acknowledge that the Materials or any third-party content have not been independently verified or authenticated in whole or in part by Beyes, and agree that Beyes does not warrant or make any representation concerning the accuracy or timeliness of Materials or the third-party content, including without limitation prices of products of prices or services and further agree that Beyes has no liability for any omissions in the materials and third-party content, whether provided by Beyes or any third-party. You acknowledge that Beyes may make changes to the Materials at any time in its sole discretion.

• 5. LIMITATION OF LIABILITY YOU EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK AND THAT THE Beyes MARKETPLACE ON THIS SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Beyes MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. Beyes GIVES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AVAILABILITY, RELIABILITY OR NON-INFRINGEMENT WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Beyes SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMING THROUGH YOU FOR ANY DAMAGE SUFFERED AS A RESULT OF YOUR USE OF THIS SITE OR YOUR DISPLAYING, COPYING OR DOWNLOADING INFORMATION OR MATERIAL CONTAINED ON THIS SITE. IN NO EVENT SHALL Beyes BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, WHETHER FOR BREACH OF THIS AGREEMENT OR ANY WARRANTY OR CONDITIONS IN TORT EVEN IF Beyes HAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

• 6. LOCAL LAWS a. Local Laws: Beyes controls and operates this Site from its headquarters in Canada and makes no representations that the Materials are appropriate or will be available for use in international locations. If you use this Site from outside Canada, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import laws of other countries in relation to the Materials and third-party content. b. Jurisdiction: Any action related to this Agreement will be governed by the laws of the Province of Ontario, and the laws of Canada applicable therein. You agree to the jurisdiction of the courts located in Toronto, Ontario for the resolution of all disputes arising from or related to this Agreement and/or your use of the Site. c. Regulation: Devices advertised in the catalogue/website may not have been licensed in Health Canada.

• 7. VIOLATION OF TERMS OF THIS SITE a. Termination: If you violate the terms of this Agreement or at any point no longer meet the qualifications as listed in Section 2 of this Agreement, Beyes reserves the right to terminate your access to the Site without further notice or explanation. Beyes is preferred course of action is to advise you of your inappropriate behaviour and advise you of any corrective action. However, flagrant violations of the use of the Site as determined by Beyes in its sole discretion, will result in immediate termination of access. b. Waiver: The failure of Beyes to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Beyes in writing. This Agreement comprises the entire agreement between you and Beyes and supersedes all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein. Your use of the Site, however, is subject to the additional disclaimers and caveats that may appear throughout the Site.

• 8. MODIFICATIONS, IMPROVEMENTS AND AMENDMENTS You agree that Beyes and its licensors may make improvements and/or changes in the services and prices described in this Site, if any, at any time without notice, and further agree that Beyes can revise this Agreement, including any operating rules, policies and procedures, including the Beyes privacy policy at any time without notice by updating this posting. Your continued use of the Site after such modifications have been made constitutes your acceptance of such revised Agreement.

• 9. ALLOCATION OF RISK The terms of this Agreement that limit liability reflect an informed voluntary allocation of risk. This allocation represents a material part of this Agreement. Each party agrees that the limitations of liabilities set out in this Agreement are fair and reasonable in the commercial circumstances of this Agreement.