Web Site Terms and Conditions of Use

Please read these Terms and Conditions carefully before using this site.

Definitions
Changes to Terms and Conditions
Permitted and Prohibited Uses
Copyright and Trademarks
Links and Third Party Content
Submission of Information
Agreement to Privacy Policy
Disclaimers
Limit
Indemnity
Choice of Law
General

ACCEPTANCE OF TERMS

This web site (this "Site") is provided by Wi-LAN Inc. ("Wi-LAN"), conditional on your acceptance of the terms and conditions of use set forth below (the "Terms and Conditions"). By browsing, accessing, using and/or downloading information (hereinafter collectively referred to as "Accessing" or "Access") from this Site or downloading documents or products from this Site ("Products"), you agree to accept and abide by these Terms and Conditions for each use and each visit to this Site. If you do not agree to these Terms and Conditions, you should not Access this Site or download any Products from this Site.

The Terms and Conditions are entered into between Wi-LAN and you. Wi-LAN provides information on our company, its products and services, investor relations information and other on-line resources accessible via www.Wi-LAN.com and all related URLs (the "Services") to you, subject to the Terms and Conditions. If you are using the Services on behalf of your employer, you represent that you are authorized to accept these Terms and Conditions on your employer's behalf. Unless explicitly stated otherwise, the Terms and Conditions will govern your use of any new features that augment or enhance the current Services.

1.Definitions

The Wi-LAN web site is the interactive on-line service operated by Wi-LAN Inc.. The URL for this Site is www.Wi-LAN.com. Wi-LAN's business address is 11 Holland Avenue, Suite 608, Ottawa, Canada K1Y 4S1. The terms "you", "your" and "yours" refer to the surfer/customer utilizing this Site to obtain information on or to download Products. The terms "we", "us" and "our" refer to Wi-LAN.

2.Changes to Terms and Conditions

Wi-LAN reserves the right, at any time, to modify, alter, or update these Terms and Conditions, and you agree to be bound by such modifications, alterations, or updates. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to posting on this Site or by electronic or conventional mail. You agree to regularly review the Terms and Conditions posted at this Site and to be aware of such revisions. Your use of this Site or downloading of any Products following any such change constitutes your agreement to follow and be bound by the terms as changed.

3.Permitted and Prohibited Uses

This Site is intended for the lawful use of Wi-LAN's customers, employees and members of the general public who can form legally binding contracts under applicable law at the time of Accessing this Site. Notwithstanding the foregoing, if you are an individual, you must be 16 years of age or older if required by law to download Products from this Site. If you do not qualify, you may not download any Products at this Site. Wi-LAN makes no representation that this Site is appropriate for minors.

Subject to these Terms and Conditions, Wi-LAN grants you a non-exclusive, non-transferable, limited right to Access this Site and the information thereon ("Materials"), solely for your own personal use or for the use of the company you represent, provided, however, that you may not, agree not to, nor may you allow others to, directly or indirectly:

sell, reproduce, modify or attempt to modify the Materials in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose, including without limitation use of the Materials on any other web site or in any environment of networked computers;
transfer the Materials to any other person without the written consent of Wi-LAN;
use this Site in any manner that could damage, disable, overburden or impair this Site;
upload, post or otherwise transmit on this Site any items, including without limitation computer viruses, Trojan horses, worms, backdoor, shutdown mechanism or other harmful, disruptive or destructive files or computer programs;
interfere with the security of, or otherwise abuse, this Site or any services, system resources, accounts, servers or networks connected to or accessible through this Site or associated or linked sites;
disrupt or interfere with any other person's use or enjoyment of this Site or associated or linked sites;
use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Site or the Materials in whole or in part;
use or attempt to use another's account, password, service, system or other information without prior written authorization from Wi-LAN, or create or use a false identity on this Site;
transmit on, to or from this Site spam, chain letters, junk mail or any other type of unsolicited mass e-mail;
upload to, distribute to, or otherwise disseminate through this Site any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services; or
attempt to obtain unauthorized access to this Site or portions of this Site which are restricted from general access.

You also agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of this Site, and that you will comply with all laws that apply or may apply to your use of or activities on this Site or in respect of the Materials.

4.Copyright and Trademarks

Unless otherwise noted, all Materials, including without limitation all software, text, design, graphics, drawings, photographs, video clips, music and sounds, and all trade-marks, service marks and trade names used at this Site and the selection and arrangements thereof (collectively, the "Content"), are subject to intellectual property rights including copyrights and trade-marks held by or licensed by Wi-LAN Inc.. Except as expressly provided herein, no license to use or reproduce the Content is given to you and all intellectual property rights therein are expressly reserved.

5.Links and Third Party Content

As a convenience to you, Wi-LAN may provide, on this Site, links to web sites operated by other entities. These links do not constitute an endorsement, sponsorship or recommendation by Wi-LAN of the third parties, the linked third party sources or any content, services or products available on or through such third party sources. If you use these sites, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Links do not imply that Wi-LAN or this Site is affiliated or associated with, or is legally authorized to use any trade-mark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trade-mark, trade name, logo or copyright symbol of Wi-LAN.

This Site may from time to time contain materials, data or information provided, posted or offered by third parties, including but not limited to advertisements. You agree that Wi-LAN shall not have any liability whatsoever to you for any such third party material, data or information.

6.Submission of Information

Although Wi-LAN may provide certain security in an effort to protect the electronic transmission of information that you submit to Wi-LAN through this Site, Wi-LAN does not guarantee the security of any information transmitted to or from this Site.

Do not send any confidential or proprietary information to Wi-LAN through this Site. Except for personal information about you, any information you do send to Wi-LAN through this Site will be deemed NOT to be confidential ("Non-Confidential Information"). For any Non-Confidential Information you do send, you hereby grant to Wi-LAN a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any and all material or information submitted by you to this Site and/or to incorporate it in other works regardless of form, medium or technology.

7.Agreement to Privacy Policy

Wi-LAN respects your desire for privacy. Wi-LAN's Privacy Policy can be accessible here. By Accessing this Site, you are consenting to the collection, use and disclosure of your personal information and to the terms of our Privacy Policy. If we decide to change that policy, we will post the revised policy prominently on this Site or otherwise bring it to your attention, so that you are always aware of what we do with your information.

8.Disclaimers

You expressly agree that the use and browsing of this Site is at your sole risk. Neither Wi-LAN, its affiliates nor any of their respective employees, agents, third-party content providers or licensors, if any, warrant that the use of this Site will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of this Site, Products and Services provided therein, or as to the accuracy, reliability, or content of any information, or merchandise provided through this Site.

EXCEPT AS EXPRESSLY SET OUT HEREIN, ALL INFORMATION, SERVICES, PRODUCTS AND MATERIALS MADE AVAILABLE ON THIS SITE ARE PROVIDED ON AN "AS IS" BASIS AND ALL EXPRESS AND IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF QUALITY, PERFORMANCE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE ARE EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT PERMIT CONTRACTING OUT OF STATUTORILY IMPLIED WARRANTIES AND CONDITIONS AND SO THE ABOVE DISCLAIMER MAY NOT APPLY, OR MAY ONLY PARTIALLY APPLY, TO YOU.

9.Limit

IN NO EVENT SHALL Wi-LAN, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AFFILIATES, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU FOR YOUR ACCESSING OF THIS WEB SITE OR UNDER OR RELATED TO THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, RELIANCE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF EXPECTED SAVINGS, OR ANY OTHER NON-DIRECT DAMAGES HOWSOEVER CAUSED WHETHER OR NOT Wi-LAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Wi-LAN'S MAXIMUM LIABILITY TO YOU UNDER OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED ONE-HUNDRED CANADIAN DOLLARS ($100 CDN).

The limitations of liability and disclaimers in this Agreement shall apply regardless of the form of action, whether in contract, warranty, delict, quasi-delict, strict liability, negligence or other tort and shall survive a fundamental breach or breaches or the failure of the essential purpose of contract or the failure of an exclusive remedy.

10.Indemnity

You agree to defend, indemnify and hold harmless Wi-LAN and its officers, directors, employees and agents, including all third parties mentioned at this Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of this Site and the Materials or your breach of these Terms and Conditions or in connection with your use of Products supplied by Wi-LAN.

11.Choice of Law

These Terms and Conditions shall be deemed to have been made and performed exclusively in Ontario and shall be governed by and construed under the laws of Ontario and the laws of Canada applicable therein without giving effect to its conflict of laws principles. You hereby submit to the exclusive forum, jurisdiction and venue of the courts of Ontario for any claim related hereto, arising herefrom or in connection herewith. Users of this Site accessing it from places outside of the Province of Ontario acknowledge that they do so voluntarily and are responsible for complying with local laws.

12.General

The Privacy Policy is a binding part of these Terms and Conditions, and together with these Terms and Conditions constitutes the entire agreement between Wi-LAN and you with respect to your use of this Site. There are no representations, warranties, terms, conditions or collateral agreements, expressly implied or statutory, between the parties other than as expressly set forth herein. Wi-LAN's failure to insist upon or enforce strict performance of any provision of the Terms and Conditions shall not be construed as a waiver of any provision or right. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect. Any cause of action you may have with respect to your use of this Site or which is the subject of these Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises.

We welcome your comments with respect to these Terms and Conditions. Any comments or questions should be sent by e-mail to wmiddleton@wi-lan.com. We will use commercially reasonable efforts to promptly respond to your inquiry.