Terms of Use effective as of February 15, 2011

These terms of use (the "Terms of Use") apply to your access and use of the http://www.vcic-venture.com website and any related pages or sub-domains (the "Website"), which are operated by VCIC Inc. ("VCIC", "we", "us" or "our").

Acceptance

Your access and use of the use of the Website shall be deemed acceptance of the Terms of Use without any reservations, modifications, additions or deletions. If you do not accept the Terms of Use, do not access or use the Website. VCIC can terminate, change, suspend or discontinue any or all aspects of the Website, including the availability of any function, at all times, without warning or liability. VCIC can also (i) add, subtract, modify or otherwise change any or all content belonging to the Website or accessible through the Website and/or (ii) set limits regarding certain functions of the Website or restrict your access to any or all parts of the Website, without notice or liability.

Amendments

We reserve the right to amend the Terms of Use at any time, effective immediately upon posting to the Website, without any liability to you or any other person. If at any time the Terms of Use are no longer acceptable to you, you should immediately cease accessing or using the Website.

Warranty Disclaimer

Subject to any restriction under applicable law, VCIC makes no representations, warranties or conditions of any kind, whether express or implied, regarding the Website and its content (including but not limited to those concerning the accuracy, trustworthiness, completeness, fitness for a particular purpose or non-infringement), all of which are provided on an "as is" basis. VCIC does not warrant that the Website and its content will be available, uninterrupted or errir-free, that defects will be corrected, or that the Website or server on which the Website is hosted are free of viruses or other harmful components. You acknowledge and agree (I) that VCIC will not be liable for loss or damage to your computer, data and/or computer and/or telecommunications systems as a result of your use of the Website (or inability to use the Website) and (II) that the entire risk with respect to your use of (or inability to use) or reliance on the Website is assumed solely by you.

Intellectual Property

"VCIC" and the VCIC logo are trade-marks (registered or not) of VCIC, its affiliates, its related companies or third parties. Names, words, titles, phrases, logos, designs, graphics, icons and trade-marks displayed on the Website (collectively, the "Trade-marks") may also constitute registered or unregistered trade-marks or other intellectual property of VCIC, its affiliates, its related companies and/or third parties. All content displayed on the Website, including without limitation all photographs, illustrations, images, and text (collectively, the "Content") is the exclusive property of VCIC, its related companies and/or third parties and is protected by Canadian and/or international copyright laws. We grant to you a limited, non-exclusive and revocable license to access and view the Content for your personal, non-commercial use only, provided you keep intact all credits and copyright and proprietary notices of the Content. This licence does not, however, cover the design or layout of this Website and any use or reproduction thereof is expressly prohibited. Except as otherwise specified in the Terms of Use (i) no other use of the Content is permitted and (ii) nothing appearing on the Website shall be construed as granting you any license, right, title or interest relating to the Trade-marks, the Content or any other intellectual property included on the Website and the Trade-marks, the Content and all other intellectual property included on the Website remain the exclusive property of VCIC or their owners. You agree not to copy, reproduce, distribute or use any Trade-marks, the Content or any other intellectual property included on the Website without our prior written consent.

Links to Third-Party Websites

The Website may contain links to other web sites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources and that we do not endorse and are not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Indemnification

You agree to indemnify VCIC, its affiliates and related companies, and their respective officers, directors, shareholders, employees, consultants and agents and hold them harmless from any claim or demand (including reasonable attorneys' fees) made by any third party, due to or arising out of (i) the use (or inability to use) of the Website and any and all damages resulting, directly or indirectly, from such use (or inability to use) or (ii) your violation of the Terms of Use.

Liability

In no event will VCIC, its affiliates or related companies, or any of their respective officers, directors, sharefolders, employees, consultants or agents be liable for any indirect, special, consequential or punitive damages (including without limitation for any loss of profits, revenues or business opportunities) or for any losses, damages, liabilities, costs and expenses arising out of or relating to your acess or use (or inability to use) of the Website regardless of whether the cause of action is in contract, tort or any other legal theory (including fundamental breach) and even if VCIC has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion of implied warranties or consequential or incidental damages, so portions of the above-referenced exclusions may not directly apply to you.

Governing Law and Jurisdiction

All matters relating to your access to, or use of, this Website (including the Terms of Use) shall be governed and construed in accordance with the laws of the Province of Québec and the federal Laws of Canada applicable therein, without regard to the conflicts of laws or principles thereof. In case of any dispute, litigation or disagreement relating to the Terms of Use, their performance or their interpretation, the parties expressly hereby attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal. VCIC makes no representation that the Content is appropriate or available for use in other locations, and accessing them from locations where the Content is illegal is prohibited. Those who choose to access this Website from other locations do so on their own initiative and are responsible for compliance with local laws.

Severability

If any of the provisions of the Terms of Use or their application is found to be invalid under any applicable statute or rule or law, they are, to that extent, deemed omitted and the validity of the other provisions of the Terms of Use will not be affected.