Welcome to the kartsilas.com website (the “Site”). This Terms of Use (this “TOU”) describes the terms and conditions under which Exalt Studios, Inc. (“Exalt,” “we,” or “us”) provides you access to the Site. Exalt may amend this TOU at any time by posting the amended TOU on the Site, and you agree that you will be bound by any changes to this TOU. Exalt may make changes to the Site at any time.

YOUR USE OF THE SITE SIGNIFIES THAT YOU AGREE TO THIS TOU AND CONSTITUTES YOUR BINDING ACCEPTANCE OF THIS TOU, INCLUDING ANY MODIFICATIONS THAT EXALT MAKES FROM TIME TO TIME.

1. Privacy Policy. By using the Site, you represent that you have read our Privacy Policy. Exalt may revise the Privacy Policy at any time, and the new versions will be available on the Site. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Site.

2. TOU Updates. Exalt will revise this TOU as the Site evolves. You must agree to all revisions if you choose to continue using the Site. By using the Site, you agree to the then-current version of this TOU. If at any point you do not agree to any portion of the then-current version of this TOU, you must immediately stop using the Site.

3. Fansites and Use of Exalt Content. In this section, the term “Exalt Content,” means Game-related images, graphics and artwork and the term “Exalt Marks,” means the trademarks, logos, and service marks of Exalt and/or our licensors. Unless otherwise specified on the Site, we grant you a personal, revocable, non-transferable, non-sublicensable, non-exclusive license to reproduce and display any Exalt Content and Exalt Marks solely on your fansite or fansite pages dedicated to the Game (“Fansite”) solely for noncommercial purposes, provided that you agree to the following:

3.1. Compliance with All Agreements and Policies. You must be in full compliance with the provisions of this TOU and any usage guidelines or policies that may be provided by Exalt from time to time (all of which may be modified from time to time in our sole discretion.

3.2. Fansite Restrictions. As the operator of an independent, unaffiliated web site, you will have sole editorial control of the Fansite, except that you represent and warrant to Exalt that the Fansite will not post or transmit: (a) any material that is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; or (b) any content or information that is derogatory or harmful to the reputation of the Game, Exalt, our officers and employees and/or any of our licensors and/or suppliers, in any way.

3.3. Notice Requirements. You must retain all trademark, copyright and other proprietary notices contained in or on the Exalt Content or Exalt Marks. If you post Exalt Content on your Fansite, you must also prominently post the following notices on your Fansite on the same web page(s) as any of the Exalt Content: “Silas content and materials are trademarks and copyrights of Exalt Games, Inc. or its licensors and used with permission. All rights reserved.” You shall not remove or alter any identifying information or copyright or trademark information conveyed in connection with the Exalt Content.

3.4. Reservation of Rights. Your ownership in the Fansite excludes (a) Exalt Content, Exalt Marks and all goodwill relating thereto, and (b) any derivative works based upon or including Exalt Content and/or Exalt Marks. The Fansite is not a “Joint Work” as that term is defined under Canadian copyright law (i.e., Title 17, Canadian Code). You shall not challenge Exalt’s ownership of Exalt Content or Exalt Marks, nor use or adopt any trademarks that might be confusingly similar to Exalt Marks.

3.5. Restrictions on Use. Except as expressly authorized by this TOU, you may not (a) download, copy or use any of the Exalt Content or Exalt Marks; (b) distribute, modify, transmit, publicly display and/or otherwise use Exalt Content or Exalt Marks; (c) rent, lease, reproduce, modify, translate or create derivative works of Exalt Content; or (d) create any derivative works (including without limitation fiction or visual art) from, or in any way exploit, any of the characters or content contained in the Game or on the Site, in each case, without the written consent of Exalt. Exalt does not consent to the protection of any unauthorized derivative work under any copyright law. The creation and sale of merchandise that uses, references or is based upon the Game, Exalt Content and/or Exalt Marks is expressly prohibited.

3.6. Termination and Limitation of Liability. We may terminate the limited permission to use the Exalt Content and Exalt Marks pursuant to this Section 3 at any time for any reason. Under no circumstances will we be liable to you for any direct, indirect, incidental, consequential, special or exemplary damages of any kind in connection with this limited permission. We reserve the right in our sole discretion to expressly refuse this limited permission to any particular Fansite, or to revoke this limited permission at any time without any liability to you whatsoever.

4. Intellectual Property.

4.1. Trademarks. Silas and the Silas logo are trademarks/service marks of Exalt. Exalt and the Exalt logo are trademarks/service marks of Exalt. Unauthorized use of any Exalt trademark, service mark or logo may be a violation of federal and state trademark laws.

4.2. Copyright. The Site and Game are protected by Canadian and international copyright laws. Except for your use as authorized above, you may not modify, reproduce or distribute the content, design or layout of the Site or Game, or individual sections of the content, design or layout of the Site without Exalt’s express prior written permission.

5. Unsolicited Idea Submissions. Neither Exalt nor any of its employees and/or contractors accept or consider unsolicited ideas, original creative artwork or other works, including, without limitation, ideas or suggestions for new or improved games or technologies, game or product enhancements, marketing plans or names for new games (collectively “Unsolicited Ideas”). Please do not send your Unsolicited Ideas to Exalt or its employees and/or contractors. Our policy is aimed at avoiding potential misunderstandings or disputes when Exalt’s products or strategies might seem similar to Unsolicited Ideas that are submitted. If, despite our request that you not send us your Unsolicited Ideas, you still submit your Unsolicited Ideas to us or to any of our employees and/or contractors, then, you hereby grant us and our designees a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, create derivative works of, publicly perform, publicly display and license, digitally perform, make, have made, sell, offer for sale and import your Unsolicited Ideas, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and proprietary rights related thereto, in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, including, without limitation, giving the Unsolicited Ideas to others.

6. DISCLAIMER OF WARRANTIES. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. EXALT MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITE AND/OR THE CONTENT AVAILABLE ON THE SITE IS AT YOUR SOLE RISK. EXALT DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer may not apply to you.

7. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXALT, ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE EVEN IF EXALT AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF EXALT OR ANY OF THE RELATED PARTIES EXCEED THE AMOUNT THAT YOU PAID TO US OR OUR DESIGNEES DURING THE SIX (6) MONTHS PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Exalt and its affiliates shall be limited to the fullest extent permitted by law.

8. Indemnification. You agree to indemnify, defend and hold Exalt and the Related Parties harmless from any claim, demand, damages or other losses, including reasonable attorneys’ fees, asserted by any third-party resulting from or arising out of any breach by you of this TOU or any other policies that Exalt may issue for the Site from time to time.

9. General.

9.1. TOU Revisions. This TOU may only be revised in a writing signed by Exalt, or published by Exalt on the Site.

9.2. Governing Law; Jurisdiction. This TOU shall be governed by and construed in accordance with the laws of the Province of Alberta without regard to its conflict of law rules.

9.3. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Exalt as a result of this TOU or your use of the Site.

9.4. Assignment. Exalt may assign this TOU, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the TOU without Exalt’s prior written consent, and any unauthorized assignment by you shall be null and void.

9.5. Severability. If any part of this TOU is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the TOU shall be given full force and effect.

9.6. Attorneys’ Fees. In the event any litigation is brought by either party in connection with this TOU, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.

9.7. No Waiver. Our failure to enforce any provision of this TOU shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this TOU shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

9.8. Equitable Remedies. You hereby agree that Exalt would be irreparably damaged if the terms of this TOU were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this TOU, in addition to such other remedies as we may otherwise have available to us under applicable laws.

9.9. Entire Agreement. This TOU, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Site and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and us with respect to the Site.