TERMS OF SERVICE

These Terms of Service (the “Terms”)govern your (“you”, “your”) access to and use of the website and services (collectively, the “Services”)offered by WINGZ BUSINESS BARTER CORP. (“we”, “us” or “our”).

 BY ACCESSING AND USING THE SERVICES, YOUAGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOTACCESS AND USE THE SERVICES.

1. SERVICES & FEES.  Subject to the terms and conditions herein, and the payment of any applicable fees (the “Fees”) for Services set out in our website, and any other applicable terms for Servicesset out in our website, we provide you with access and use of our website and such applicable Services. Unless otherwise set out in our website: (a) the Feeswill be paid in advance of the Services being provided, and we will have no obligation to provide the Services prior to receiving the Fees in full; and (b)the Fees are non-refundable. Any change in the Services requested by you may incur additional fees.

2. MARKETINGCOMMUNICATIONS.  You hereby consent to receive marketing communications from us via email, or any other form of communication, from time to time. You may opt-out at any time from such communications by emailing us. However, opting out of certain communications may affect your ability to use the Services. You hereby consent to our retaining and storing any personal information provided by you through your access and use of the Services, such as name, address, telephone number and purchasing information, for the purpose of: (a) providing the Services; (b) conducting internal reviews and improvements relating to the Services; and (c) keeping a record for legal purposes.

3. INTELLECTUAL PROPERTY.  Except as expressly provided herein, these Terms do not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, you own all intellectual property rights in the content and data you submit (collectively, the “Customer Data”) to the Services, and we own all intellectual property rights in the Services, and all related components and information therein. You grant us a limited, non-exclusive, worldwide, royalty-free license to use the Customer Data for the purpose of providing you the Services. We will retain and will own a copy of any non-personally identifiable or aggregated information and/or data generated and/or collected by us in your use of the Services.

4. DISCLAIMER.  THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WEHEREBY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WITHRESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY,NON-INTERRUPTION, SUITABILITY, UPTIME, QUALITY, ACCURACY, SITE SPEEDS, TRAFFICRESULTS, DELIVERY RESULTS OR FITNESS FOR A PARTICULAR PURPOSE. FOR CERTAINTY,WE MAKE NO WARRANTY OR GUARANTEE WITH RESPECT TO THE RESULTS OF YOUR USING THESERVICES. NOTHING IN THESE TERMS WILL RESTRICT OUR RIGHT TO UPDATE, IMPROVE, TERMINATE,SUSPEND, OR OTHERWISE CHANGE ANY PART OR WHOLE OF THE SERVICES IN OUR SOLEDISCRETION WITHOUT NOTICE. FURTHERMORE, AND WITHOUT LIMITING THE FOREGOING, WEHEREBY DISCLAIM ANY AND ALL LIABILITY RELATING TO THE ACCESS AND USE OF ANYTHIRD-PARTY PRODUCTS, SERVICES, LINKS AND/OR APPLICATIONS ACCESSIBLE THROUGHOUR SERVICES.

5. RELEASE &INDEMNIFICATION.  YOU HEREBY RELEASE AND FOREVER DISCHARGEUS, AND OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES,AGENTS AND ASSIGNS (THE “RELEASEDPARTIES”) OF AND FROM ANY AND ALL ACTIONS, LIABILITIES, DAMAGES, LOSSES,CLAIMS, AND DEMANDS (THE “CLAIMS”)OF ANY KIND WHATSOEVER AND HOWSOEVER ARISING, WHICH YOU CAN, WILL OR MAY HAVEIN CONNECTION WITH OR ARISING FROM THE SERVICES. YOU HEREBY AGREE TO DEFEND,INDEMNIFY, SAVE AND HOLD THE RELEASED PARTIES HARMLESS AGAINST AND FROM ANY ANDALL THIRD-PARTY CLAIMS INCURRED OR SUFFERED BY THE RELEASED PARTIES AS A RESULTOF THE CUSTOMER DATA YOU PROVIDE US.

6. GENERAL.  We may modify these Terms at any time, so please review them periodically. By continuing to use the Services after any modification, you consent to be bound by the modified Terms. These Terms will be governed and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver. Unless otherwise expressly agreed between us in writing, these Terms, together with our Privacy Policy, constitute the entire agreement with respect to the subject matter contained herein and there are no other terms, conditions, representations, warranties, or collateral agreements, express or implied. The invalidity or unenforceability of any provisions of these Terms will not affect the validity or enforceability of any other provision of these Terms, which will remain in full force and effect. The parties are independent contractors, and these Terms do not create a partnership, joint venture, agency, fiduciary or employment relationship. If we are prevented from or interfered with in any manner whatsoever, or other wise delayed, in performing the Services or any other obligations hereunder, by reason of any event beyond our reasonable control, then our non-performance will not be deemed a breach of these Terms provided that notice is given to you without delay, and our obligations hereunder will be extended by such reasonable amount of time determined by us in good faith. Any notice, report o rother communication required or permitted to be given by us will be deemed to have been received if sent to your last known address or email address. These Terms may not be assigned by you. We may assign these Terms at any time and from time to time upon delivery of notice to you. These Terms will ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

THETERMS AND CONDITIONS PROVIDED HEREIN WILL APPLY TO THE FULLEST EXTENTPERMISSIBLE UNDER APPLICABLE LAW AND FORM AN ESSENTIAL CONDITION FOR OURPROVIDING THE SERVICES.