CAPITAL CONNECTORTM INVESTEE SITE USE AGREEMENT Welcome to Capital Connector! Welcome to Capital Connector. Capital Connector is a section of the T-Net British Columbia web site operated by DNI Digital Networks Inc. ("DNI"). BEFORE YOU CAN PARTICIPATE IN CAPITAL CONNECTOR, YOU MUST READ, UNDERSTAND AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF USE OF THE CAPITAL CONNECTOR SITE. TO SIGNIFY YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS, CLICK ON THE "I ACCEPT" BUTTON AT THE END OF THIS DOCUMENT. What is Capital Connector? Capital Connector is an investment opportunity "routing" service which provides British Columbia-based technology businesses with an opportunity to raise capital online directly from angel investors, venture capitalists, institutional investors and Federal Government and B.C. Provincial Government sponsored research and development funding organizations. Capital Connector does this by delivering "Business Plan Summaries" from British Columbia-based technology businesses seeking financing ("Businesses" or "Business"), directly to a password protected are of the Capital Connector web site, where they may be reviewed and considered by a qualifying "institutional purchaser" or an individual who is a "sophisticated purchaser" within the meaning of the B.C. Securities Act. The information that we collect from you about you and your investment opportunity is kept confidential by us and only provided to participating investors who have entered into an Investor Site Use Agreement with DNI. If a match is made with an investor seeking an investment (based on the criteria it has submitted to DNI for considering an investment), it will receive a copy of your online Business Plan Summary. This service has limits that you should understand before agreeing to participate in Capital Connector. For example, DNI does not exercise control over the investors who will be reviewing your Business Plan Summary. DNI only requires that the investors enter into an Investor Site Use Agreement whereby, among other things, they provide a representation and warranty that (1) they are either an "institutional purchaser" or an individual who is a "sophisticated purchaser" within the meaning of the B.C. Securities Act, (2) that they are located within British Columbia, and (3) that they are not an agent, intermediary or otherwise a middle-person for an institutional purchaser or sophisticated investor, and (4) that the investment criteria set out within their application is accurate. DNI does not have any involvement in the negotiation or completion of an investment and does not receive any payment, fee or commission based on such an investment. When using Capital Connector, you and the investor are entirely responsible for working out the suitability, terms and conditions of the investment. Since the investment decision is between you and the investor, DNI does not get involved if there is a dispute between you and the investor. Therefore, it is important that you use care throughout your dealings with other people introduced to you through Capital Connector, and that you seek appropriate professional advice as and when you are considering, negotiating or accepting an investment offer. Eligibility: Since you are entering into an agreement with DNI regarding your rights and obligations in connection with your use of Capital Connector, as well as your eligibility to access Capital Connector, you must click on the "I Accept" button at the end of this Agreement, thereby certifying that (1) you reside, and your Business is located, within British Columbia, (2) you are 19 years of age or older and are authorized to enter into this Agreement on behalf of your Business, (3) you are an owner or employee of the Business and not an agent, intermediary or otherwise a middle-person for the Business entering into this Agreement, and (4) the information contained in your application and Business Plan Summary is accurate. Permitted Use of Information and Content You and DNI acknowledge and agree that none of the information and content accessible through Capital Connector, including, without limitation, business plans, summaries, offering materials, articles, abstracts, financial statements, third party publishers and other documentation and information contained in the Capital Connector web site or any materials obtained therefrom or included therein, whether provided by you or another party (the "Content") shall be sold, modified, copied, reproduced, republished, uploaded, retransmitted, broadcast or otherwise distributed in any way; provided, however, the Content can be (1) used by DNI for the purposes of Capital Connector described herein, and (2) downloaded or printed by an investor if it has entered into an Investor Site Use Agreement, but solely for the purposes of conducting an internal evaluation of the Business with its legal and financial advisors on a "need-to-know" basis. The Content may not be used for any other purpose whatsoever nor disclosed to any other party whatsoever. You further agree not to make use of anyone else's information obtained through the use of Capital Connector, other than as necessary to participate in Capital Connector as permitted by this Agreement and to complete any transactions in which you become involved. Copyright and Other Restrictions The entire contents of the Capital Connector web site and the Content accessible through the Capital Connector web site are protected by various intellectual property rights, including, but not limited to, copyrights, trade-mark and trade secrets. Title and all other ownership rights and interests in the Capital Connector web site and the Content shall remain with DNI and the various publishers of such Content, as applicable. You may not remove any copyright notices or other proprietary rights notices appearing in the Capital Connector web site or in any materials or Content downloaded or printed therefrom. Termination of Rights and Withdrawal of License DNI reserves the right to terminate this Agreement, in whole or in part, and to suspend or withdraw your license to use Capital Connector and access the Capital Connector web site at any time, in its sole discretion, for any reason whatsoever. User Information and Privacy Policy Although investors are required to enter into an agreement with DNI prior to gaining access to the investor side of the Capital Connector web site, DNI cannot and does not control the use of the information that you supply to such investors through this web site. Even though the Investor Site Use Agreement restricts the manner in which investors may use information obtained through the Capital Connector web site, an investor may nonetheless use the information in breach of that agreement. Accordingly, it is important that you be thoughtful about what information you provide when using Capital Connector. As a user of Capital Connector, you will occasionally receive updates from us about new products, services or noteworthy news that we believe will be of interest to you. You may also receive e-mail messages from sponsors with whom we have established an alliance. Notwithstanding the foregoing, your identity shall not be disclosed to anyone without us first obtaining your express written permission to do so, which permission you may withhold for any reason whatsoever. Confidentiality As total confidentiality and security of information over the Internet is not possible at this time, this web site is not a secure medium for communication. DNI cannot ensure the privacy, accuracy or authenticity of any information you send us, or that we may have sent to you, over the Internet. Without limiting the generality of anything else stated in this Agreement, DNI will not be responsible for any damages that you may incur if you communicate information (whether confidential or not) to us or, if at your request, we communicate confidential or other information to you and such information is intercepted, modified, republished or otherwise used by someone to whom you did not intend to disclose the information. Disclaimers of Representations Warranties You agree that the use of Capital Connector is at your sole risk. DNI provides you with access to, and the use of, Capital Connector on an "As Is" basis. DNI expressly disclaims, to the fullest extent permitted by law, all representations and warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. DNI makes no representations or warranties that Capital Connector will meet your requirements, that the services associated with Capital Connector will be uninterrupted, timely, secure or error free; nor does DNI make any representations or warranties as to the results that may be obtained by you from the use of Capital Connector or as to the accuracy, completeness, quality, adequacy, validity, timeliness or reliability of any information obtained from your use of Capital Connector. You acknowledge that you understand that any information provided or obtained through or from the use of Capital Connector is done so at your own discretion and risk and that you will not hold DNI or its Directors, Officers, employees, agents and sponsors responsible for any damages resulting from the use or misuse of your information or Content. No advice or information, whether oral or written, obtained by you from the use of Capital Connector shall create any representation or warranty that is not otherwise expressly stated herein. Additional Disclaimers DNI makes no representations of warranties that you will be matched with an investor through Capital Connector or complete a financing transaction. DNI does not function as a securities broker-dealer, underwriter or investment advisor and is not registered as such with the British Columbia Securities Commission. DNI provides a computerized listing service for investors seeking investment opportunities and Businesses seeking investment. DNI does not provide any assistance or advice and will not participate in any negotiations or structuring of any investment transactions being entered into between investors and Businesses. DNI has not made any independent investigation to verify the accuracy or completeness of the information provided by investors to DNI for use on the Capital Connector web site, nor has it solicited any character of credit references of any investor. Links on the Capital Connector web site may lead to products, services or web sites not operated by DNI. No representation or warranty is made with respect to such products, services or web sites and DNI takes no responsibility for same. A link to another product, service or web site is not an endorsement by DNI of that product, site or service. Any use you make of the information provided on Capital Connector or of any product, service or web site linked to Capital Connector is at your own risk. DNI assumes no responsibility for the information practises of a web site that you are able to access through the Capital Connector web site. Limitations of Liability You agree that DNI and its Directors, Officers, employees, agents, representatives and sponsors shall not be liable to you in contract, tort or otherwise for any damages, including, without limitation, direct, indirect, incidental, special, consequential, punitive or exemplary damages, resulting from the use or the inability to use Capital Connector or resulting from any information obtained, messages received or transactions entered into through or from Capital Connector or arising from unauthorized access to or alteration of user's transmissions or data or arising from any other matter relating to Capital Connector, even if they have been advised of the possibility of such damages, and you further acknowledge and agree that they shall not be responsible or liable to you or anyone for the statements or conduct of any third party using or accessing Capital Connector. General Release Because DNI is not involved in any dealings between you and any investor other than to provide a conduit through which the information you provide about your Business is passed to an investor, you hereby release DNI and its Directors, Officers, employees, agents, representatives and sponsors from all claims, demands and damages (direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the subject matter of this Agreement or otherwise arising out of or in any way connected with the use of Capital Connector. General Terms and Conditions Passwords. You agree to keep your password confidential and to notify DNI promptly at info@bctechnology.com if your password is stolen, discovered by or otherwise disclosed to, a third party, or if you become aware of any unauthorized use of your password. No Agency. There is no agency, partnership, joint venture, franchisor-franchisee, broker-customer or other relationship created between DNI and you as a result of this Agreement or your use of the Capital Connector web site. Changes and Updates. Changes and updates to Capital Connector, the legal notices set out within Capital Connector and the terms and conditions of this Agreement may be made by DNI at any time without notice. Your continued use of Capital Connector following such changes or updates shall be deemed as your acknowledgement that they are binding upon you as and when made. Notice. Any notice to you or to us shall be made by either e-mail or regular mail. We may also give you notices of changes to these terms and conditions or other matters relating to Capital Connector by displaying notices on the Capital Connector web site. No Assignment. You agree not to assign your rights or obligations under this Agreement nor to make any unauthorized use of Capital Connector. Any such attempted assignment shall be treated as null and void. Any such unauthorized use shall be cause for immediate termination of your rights under this Agreement, without any obligation from DNI. Waiver. The failure of DNI to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found to be invalid, the parties nevertheless agree that an arbitrator (as provided for below) or court of competent jurisdiction should endeavour to give effect to the parties' intentions as reflected in said provision, and the other provisions of this Agreement shall remain in full force and effect. Limitation Period. You agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of this Agreement or otherwise related to the use of Capital Connector or the subject matter thereof must be filed within one (1) year after such claim or cause of action arose or be forever barred. General. This Agreement and the relationship between you and DNI shall be governed by the laws of the Province of British Columbia without regard to its conflict of laws provisions. You and DNI agree to submit any disputes between yourself and DNI arising out of this Agreement or its subject matter or otherwise from the use of the Capital Connector web site for resolution pursuant to the Commercial Arbitration Act (British Columbia), and any such arbitration shall be held in Vancouver, British Columbia. No other forum or venue shall be used for the resolution of disputes arising out of or relating to the foregoing.