Last Updated: January 21, 2022
When used herein, the term “Services” shall refer to any product or services we (i) provide to you directly; or (ii) make available to or perform for you through the Site, including any landing pages or informational pages. The web page located at www.theyoupowerproject.com, any mobile application that we make available to you and all linked pages together form the “Website”.
The Information We Collect
Information You Voluntarily Submit to Us: We may collect Personal Information from you such as your name, age or email address when you choose to provide it to us through the Website or otherwise. For example, you may voluntarily submit information to the Website by leaving a comment, subscribing to a newsletter, or submitting a contact form. In addition, you may be able to create a user profile, which allows you to create a username and password. We will store the username, but your password will not be visible in our records.
Information We Collect from Others: We may receive information about you from other sources which you choose to link with the Website and/or Services. You may link your Facebook, Instagram, and/or Google accounts to your user profile. If you choose to link your Facebook, Instagram, and/or Google accounts to your user profile, we will receive your name, email address and profile picture associated with that account. The Website utilizes the Facebook commenting system, so if you choose to comment on a Website post, your profile picture will appear.
Automatically-Collected Information: We automatically collect certain information about you and the device with which you access the Website. For example, when you use the Website, we will log your IP address, operating system type, browser type, referring website, pages you viewed, and the dates/times when you accessed the Website. We may also collect information about actions you take when using the Website, such as links clicked.
Please note that you may choose not to provide us with Personal Information, but then you may not be able to take advantage of all of the Services.
HOW YOUR INFORMATION MAY BE USED
We may use the information collected in the following ways:
- To operate and maintain the Website;
- To provide the Services,
- To create your account, identify you as a user of the Website, and customize the Website for your account;
- If you have opted to receive them, to send you promotional information, such as newsletters;
- To send you administrative communications, such as administrative emails, confirmation emails, technical notices, updates on policies, or security alerts;
- To respond to your comments or inquiries;
- To provide you with user support;
- To track and measure advertising on the Website;
- To process purchase transactions you make through the Site and / or Services;
- To enforce our agreements with you, prevent fraud and other prohibited or illegal activities, for other legally permissible purposes and generally to ensure that we comply with applicable laws; and / or
- To protect, investigate, and deter against unauthorized or illegal activity.
THIRD-PARTY USE OF PERSONAL INFORMATION
Rest assured that we neither rent nor sell your Personal Information to anyone (except in the case of a business transfer as set forth below), and that we will share your Personal Information only as described below.
With Your Authorization.
We may share your information with third parties when you explicitly authorize us to share your information.
Fulfillment of Services
Additionally, the Website or Services may use third-party service providers to service various aspects of the Website or the Services. Examples include, but are not limited to, companies and individuals who: (i) administer the user accounts; (ii) process payments; (iii) deliver products or services; or (iv) provide customer support, web hosting, internet service, and data analysis. Such third parties may be provided with access to information needed to perform their functions but may not use such information for any other purpose. Each third-party service provider’s use of your personal information is dictated by their respective privacy policies.
The Website and Services currently use the following third-party service providers:
Google Analytics – this service tracks Website usage and provides information such as referring websites and user actions on the Website. Google Analytics may capture your IP address, but no other personal information is captured by Google Analytics.
Kajabi- hosting platform
At this time, your personal information is not shared with any other third-party applications. This list may be amended from time to time in our sole discretion.
Except when required by law, we will not sell, distribute, or reveal your email addresses or other Personal Information without your consent; however, we may disclose or transfer Personal Information to third parties who acquire all or a portion of our business, which may be the result of a merger, consolidation, or purchase of all or a portion of our assets, or in connection with any bankruptcy or reorganization proceeding brought by or against us.
USE AND DISCLOSURE OF ANONYMOUS DATA
PUBLICLY VISIBLE INFORMATION
If you create a user profile on the Website or leave a comment, certain information may be publicly visible. To create a user profile, you must choose a username and password and input your email address for profile confirmation. Your email address will never be available publicly. At your option, you may also add an avatar, a profile description, and a link to your website. You may also choose to link your Facebook, Instagram, and Google Account to your user account. Other users of the Website may see your username, avatar, profile description and website information.
COOKIES AND PASSIVE TRACKING
Users may, at any time, prevent the setting of cookies, by the Website, by using a corresponding setting of your internet browser and may thus permanently deny the setting of cookies. Furthermore, already set cookies may be deleted at any time via an Internet browser or other software programs. This is possible in all popular Internet browsers. However, if users deactivate the setting of cookies in your Internet browser, not all functions of our Website may be entirely usable.
Affiliate Program Participation
The Website may engage in affiliate marketing, which is done by embedding tracking links into the Website. If you click on a link for an affiliate partnership, a cookie will be placed on your browser to track any sales for purposes of commissions.
On the Website, you may subscribe to our newsletter, which may be used for advertising purposes. Our newsletters sent may contain tracking pixels. The pixel is embedded in emails and allows an analysis of the success of online marketing campaigns. Because of these tracking pixels, we may see if and when you open an email and which links within the email you click. Also, this allows the Website to adapt the content of future newsletters to the interests of the user. This behavior will not be passed on to third parties.
RIGHTS RELATED TO YOUR PERSONAL INFORMATION
Opt-out – You may opt-out of future email communications by following the unsubscribe links in our emails. You may also notify us at [email protected] to be removed from our mailing list.
Access – You may access the Personal Information we have about you by submitting a request to [email protected]
Amend – You may contact us at [email protected] to amend, update, or correct your Personal Information.
Forget – In certain situations, you may request that we erase or forget your personal data. To do so, please submit a request to [email protected].
Please note that we may need to retain certain information for record keeping purposes or to complete transactions, or when required by law.
SENSITIVE PERSONAL INFORMATION
The Website collects Personally Information from children under the age of 18. If a parent or guardian of a child under the age of 18 would like their child's information removed from the database, please contact us immediately at [email protected] and we will use our best efforts to promptly remove such information from our records. Notwithstanding the foregoing, we do not intentionally collect information about children under the age of 13. If we learn that we have collected information from a child under the age of 13, we will delete that information as quickly as possible. If you think we have collected personal information from a child under the age of 13, please contact us at [email protected].
- By email: [email protected]
- By visiting this page on our website: www.theyoupowerproject.com/contact
- By mail: 64 Hurontario Street, Collingwood, ON
TERMS OF SERVICE
Last Updated: January 21, 2022
Who We Are and What We Do
13592180 Canada Inc. operating as “The Youth Empowerment Project” and / or “The You Power Project” (“we”, or “us”), among other things, [develops and administers extra-curricular educational and skills training programs and activities for youth (each a “Program” and collectively, the “Programs”).] Any mobile application that we make available to you and all linked web sites and pages including the site located at theyoupowerproject.com together form the “Site”. The term “Services” shall include the Site, the Programs and any product or services we make available to or perform for you through the Site or otherwise if we indicate that such products or services are subject to the terms of this Document (the “Terms”).
Age of Use
If you are under the age of majority, you represent that you have your parent or legal guardian’s (a “Parent”) permission to access and use the Services. Please have them read these Terms with you. If you are a Parent of a user under the age of majority, by allowing your child to access or use the Services, you are agreeing that you are responsible for the online conduct of the minor, the compliance by the minor with these Terms, and for the consequences of any misuse of the Services by the minor. You are also agreeing that we may use your Feedback as set out in the “Feedback” section below.
License to Use
Subject to compliance with these Terms, we hereby grant you a limited, non-exclusive license to access and use the Services in compliance with these Terms and any other agreements entered into between us with respect to the Services (a “Secondary Agreement”). The Services are for private use only and may not at any time without our written consent be shared, sold, or otherwise disseminated to any other person or entity.
We may revise these Terms from time to time in our sole discretion and the most current version will always be available [here]. If a revision is, in our sole discretion, material, we will notify you at the e-mail address you have most recently provided to us. By continuing to access or use the Services, you agree to be bound by the revised Terms. Notwithstanding the foregoing, no change in these Terms will be applicable to a specific Program if they are made during the term of such Program and materially conflict with the Terms as they existed when you agreed to them with respect to such Program. We may modify the Services from time to time in our sole discretion.
Some general items to discuss:
- Program fees are collected in full at time of checkout using our online payment processing system, provided by a third party (Kajabi in partnership with Stripe).
- Our programs often direct users to engage in the FREE version of canva.com software- a free graphic design software. We do not encourage anyone to buy their software product, and are not responsible to cover purchases made for canva.com software or any other software or hardware used to participate in any of our products/ programs.
- Customers (students) are responsible for attending the live coaching sessions if they wish. These sessions will not be re-booked and are outlined as a BONUS to the program fee. Coaching sessions are therefore complementary and have not been paid for by the customer.
- Students and parents take respoIs there functionality for public postings? Direct interactions between users through the site (i.e. private messaging, etc.)?
Rules and Regulations. Users shall abide by the rules and regulations relating to the usage of the Services published on or through the Services or that we otherwise communicate to you from time to time, including but not limited to the code of conduct available [here] (the “Rules and Regulations”). We reserve the right to modify the Rules and Regulations from time to time in our sole discretion and if, in our discretion, such modifications are material, we will notify you.
Refunds. While the Services have been designed with great care, if you feel that a specific Program or Service has not lived up to the standard which was advertised or described to you, please send an email to [[email protected]] within fourty-eight hours (48) of completing your purchase to request a refund. Only refund requests received within fourty-eight (48) hours of purchase will be considered.
Interaction with Other Users. You are solely responsible for your interactions with other users of the Services. Any disputes which arise between you and another user of the Services shall be resolved privately between you and such other user. Neither us nor any of our affiliates shall have any responsibility whatsoever to mediate, arbitrate, or otherwise assist in or become involved with any such disputes whatsoever and our involvement in any such dispute, whether direct or indirect, does not create a responsibility for us to resolve or continue to be involved with the resolution of such dispute.
Termination of Account. Notwithstanding anything else contained herein to the contrary, we may terminate or suspend your access to the Services at any time in the event we have reason to believe that you are not using the Services in accordance with these Terms, any Secondary Agreement, or the Rules and Regulations. Upon termination or suspension of your access as set forth above, we are under no obligation to refund you any fees paid in advance for the Services. No decision to suspend or terminate your access to the Services hereunder shall be construed as us taking any position with respect to related user disputes, complaints, or other issues.
In consideration of your use of the Services, you agree to: (a) provide accurate information as prompted through the Services; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or we have reasonable grounds to suspect that such information is inaccurate, we may suspend or terminate your use of the Services and/or decline to permit your continued use of the Services and future access to the Services. We are not liable for our inability to contact you due to your failure to provide accurate and up-to-date contact information.
Registration and Passwords
You are responsible for maintaining the confidentiality of your credentials and are solely responsible for all activities (whether by you or by others) that occur under your credentials. You must notify us immediately of any unauthorized use of your password or account or any other breach of security. We assume no liability for any loss or damage arising from any unauthorized use of your credentials by a third party. We may require that you change your password prior to accessing the Services at any time if it deems that your existing password has been or might reasonably be compromised or as part of its regular security measures.
As a condition of using the Services, you agree that you will not use the Services for any purposes that are unlawful or prohibited by these Terms, or any other purpose not reasonably foreseen to have been intended by us. By way of example, and not as limitation, you agree not to use the Services:
- in any way that is false, inaccurate, or misleading;
- in any way that is disruptive;
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- to disseminate any Confidential Information (as hereinafter defined) or Company IP (as hereinafter defined);
- to sell, transfer, license or assign your user account, username, or any other rights granted to you hereunder;
- in any way that is fraudulent or otherwise involves the sale of illegal or stolen goods;
- to collect and use service or product listings, descriptions, or images;
- to abuse, harass, threaten, impersonate, or intimidate any person;
- to post or transmit, or cause to be posted or transmitted, any content on the Services that is libellous, defamatory, obscene, pornographic, abusive, offensive, profane, violent or that infringes any copyright or other right of any person;
- for any purpose (including posting or viewing content) or in any fashion that is not permitted under the laws of the jurisdiction in which you use the Services;
- to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user of the Services;
- to reverse engineer, decompile or disassemble the Services, or to convert into human readable form any of the contents of the Services not intended to be so read, including but not limited to using or directly viewing the underlying code for the Services except as interpreted and displayed in a web browser;
- to create or transmit unwanted ‘spam’ to any person or any URL;
- to violate or attempt to violate the security of the Services;
- with the exception of accessing RSS feeds, you will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes or might impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted within the Services; or (iii) bypass any measures we may use to prevent or restrict access to the Services;
- to advertise or perform any commercial, religious, political, or non-commercial solicitation, including, but not limited to, the solicitation of users of the Services to become users of other on- or offline services directly or indirectly competitive or potentially competitive with us;
- to interfere with or attempt to interfere with the proper working of the Services;
- in any other way that violates these Terms; or
- engage in any other behavior in connection with the services which we, in our sole, absolute, and unfettered discretion determines is objectionable.
We shall have the right, but no obligation, to monitor the content and your activities on the Services to determine compliance with these Terms and any other operating rules we establish. We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation, or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that are in our sole discretion is inappropriate, objectionable or in violation of these Terms.
The Services may provide features which allow you to participate in discussion groups, to communicate with us, our employees and contractors, and other third-party users and to otherwise post/upload/communicate information, files, documents, or other materials (“Postings”). We do not control the content of any Posting and have no obligation to monitor any Posting. While we may attempt to delete insulting, offensive, or inaccurate Postings, we cannot prevent them from being uploaded and are not responsible for their content or any damages resulting therefrom. However, we reserve the right at all times to disclose any information necessary to satisfy any law, regulation, or governmental or law enforcement request, or to edit, refuse to upload or to remove any Posting, in whole or in part, that, in our sole, absolute, and unfettered discretion, are objectionable, inaccurate, misleading or in violation of these Terms. For greater certainty, we will fully cooperate with any applicable legal obligation to disclose the identity of anyone posting threatening, libelous, obscene, pornographic, profane, or otherwise offensive or illegal materials. You acknowledge that you alone are responsible for the content of Postings to the Services and the consequences thereof.
Subject to any applicable law, any Postings made using the Services are made on a non-confidential basis. We are under no obligation to refrain from reproducing, publishing or otherwise using the Postings, and may use the Postings in any way or for any purpose. You agree to not assert any ownership right of any kind in such Postings (including, without limitation, copyright, trademark, patent, unfair competition, moral rights, or implied contract) and you hereby grant a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to us to use, copy and display all Postings, and waive the right to receive any financial or other consideration in connection with such Postings including, without limitation, acknowledgement of yourself as the source of such Postings. We reserve the right at all times to remove any Postings from the Services in our sole discretion.
You are responsible for obtaining and maintaining all computer hardware, internet connection, and other equipment, software, or services needed for access to and use of the Services and all charges related thereto. We will not be liable for any damages to your equipment or for any data or other charges from third parties resulting from your use of the Services.
Your use of third-party services and products in connection with the Services, including, but not limited to payment service providers are governed by such third-party service provider’s then applicable terms and conditions and, to the extent that you make use of a third-party provider in connection with the Services, you hereby agree to abide by such terms. Any fees charged by a third-party service provider in connection with your use thereof shall be your sole responsibility.
The Services may provide links to other websites 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 does not endorse and is not responsible or liable for any content, advertising, products, 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 or goods or services available on or through any such site or resource.
Confidential information (the "Confidential Information") means (i) any proprietary information contained in or made available through the Site or Services that is not generally known to the public or otherwise explicitly marked as being confidential (or any variation of such term) or being subject to the copyright of such party, marked in red text, or otherwise classified by us as confidential; (ii) information communicated directly in confidence; or (iii) information that would otherwise, by its nature, reasonably be expected to be viewed as proprietary or confidential by the party disclosing it, whether in tangible or intangible form, in whatever medium provided or accessed, whether unmodified or modified by the you, whenever and however disclosed. For greater certainty, (i) all credentials you use to access the Services; and (ii) all of the Company IP which is not made public by us is considered to be Confidential Information hereunder.
Ownership of Intellectual Property
You do not gain any ownership of or any rights in or to any of our Intellectual Property (the “Company IP”) by virtue of these Terms or your use of the Services. When used herein, the term “Intellectual Property” means all intellectual property rights comprising or relating to: (a) patents; (b) trade-marks; (c) internet domain names, whether or not trade-marks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not registerable, including copyrights and copyrightable works, audio, video, documents, spreadsheets, sales funnel designs, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.
All content on or made available through the Services (including but not limited to all text, images, audio, and video) constitutes Company IP unless otherwise specifically noted. No Company IP may be used except as necessary or authorized in connection with the Services without our specific authorization.
Release and Indemnity
You will indemnify, defend, and hold harmless us, our affiliated and associated companies, and their respective agents, shareholders, officers, directors, employees, contractors, successors and assigns (the “Company Releasees”) against any actual or threatened third party actions, suits, proceedings, debts, accounts, bonds, covenants, contracts, claims, liabilities, damages, grievances, executions, judgments and demands of any kind whatever (“Claims”) arising out of or based upon any breach of these Terms or from any representation or warranty contained herein and made by the you which was or is at any time false, and indemnify the Company Releasees from all damages, costs, and lawyers’ fees finally awarded in any such Claim.
You hereby expressly and irrevocably release and forever discharge the Company Releasees of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Services.
Notwithstanding the foregoing, in no event shall we be liable under contract, tort, strict liability, negligence or other legal theory with respect to the Services (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, or (ii) to provide substitute goods or services (however arising).
The Site and Services are for the purposes of education and information. Neither us nor our employees or contracts are acting in any regulated capacity, including as a lawyer, accountant, or financial advisor. Although great care has been taken in preparing the information provided to you on the Services, we cannot be held responsible for any errors or omissions, and we accept no liability for any loss or damage you may incur. Always seek financial and/or legal counsel relating to your specific circumstances as needed for any and all questions and concerns you now have or may have in the future.
Except as specifically set forth herein, we are not responsible for the accuracy, currency, or reliability of any opinion, advice, or statement in the Services, whether it is provided by us, our employees, or a third party. Under no circumstances will we be liable for any loss, damage, failure to increase performance or other consequences of any kind caused by reliance on information obtained through the Services. Neither we nor any third-party content provider shall assume or have any liability for any action or inaction by us or any third-party content provider with respect to any communication or posting on the Services.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, TO THE INFORMATION, CONTENT, MATERIALS, OR TO THE FUNCTIONALITY OF THE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. FURTHER, WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES AND/OR THEIR CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS IN THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES AND SERVICES ASSOCIATED THEREWITH, INCLUDING YOUR USE OF ANY AND ALL ASSOCIATED CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES OR SERVERS OR E-MAILS SENT BY OR ON OUR BEHALF ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. FURTHER, WE DO NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE OPERATION OF THE SERVICES, NOR THAT ALL COMMUNICATIONS BETWEEN YOU AND US, OR BETWEEN YOU AND ANY OTHER USER OF THE SERVICES, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, IF YOU ARE DISSATISFIED WITH THE SERVICES, THE SITE, OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF US IN OPERATING THE SITE AND IN PROVIDING THE SERVICES YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE SERVICES.
Use of Feedback
Notwithstanding anything contained herein to the contrary, if you send or transmits any communications or materials to us by mail, email, telephone, or otherwise, (i) endorsing the Services; (ii) providing information on the performance of the Services or your or your child’s participation in relation to the use of the Services; or (iii) any other feedback regarding the Services ("Feedback"), we are free to use such Feedback irrespective of any obligation or limitation contained herein. In furtherance of the foregoing, you hereby license to us on your behalf, the right to use the Feedback for promotional purposes and agrees that we may publish the Feedback in any media anywhere throughout the world. This includes any Feedback submitted by a Parent.
We maintain reasonable safeguards and personnel policies that are designed to guard the Services, our systems and our users’, business partners’ and others’ information. For example, for the security of your use of the Services, we may make use of firewall barriers, encryption techniques and/or authentication procedures. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, while we strive to protect your information, we cannot ensure or warrant the security of any content you transmit to us, and you do so at your own risk. In the event of a breach of the confidentiality or security of your personal information, we will notify you as necessary so you can take appropriate protective steps. Unless you indicate otherwise, we may notify you under such circumstances using the email address you most recently provided to us.
When you use the Services or send emails to us, you are communicating with us electronically and you consent to receive non-marketing communications from us electronically. We may communicate with you by email or by posting notices Site or otherwise through the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Any of these Terms which by its nature should survive termination, including those with respect to [Fees, Ownership of Intellectual Property, Release and Indemnity, Disclaimer of Warranties, Confidentiality, and Use of Feedback], shall survive termination and continue in full force and effect except to the extent expressly set out in these Terms.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of these Terms shall be valid and enforceable to the extent permitted by law. You agree to negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that has the effect nearest to that of the provision being replaced.
Governing Law and Language
The Services are administered by us from Ontario, Canada. You acknowledge and agree that your use of the Services and all of the communications, transmissions and transactions associated with the Services and the provision of the Services shall be deemed to have occurred in the Province of Ontario, Canada. You agree that these Terms shall be exclusively governed by, construed, and interpreted in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, and that the law of the Province of Ontario is the proper law, without regard to conflict of laws rules or to private international law principles. The laws of any other jurisdiction shall not apply to these Terms.
All disputes, disagreements, controversies, questions or claims arising out of or relating to these Terms, or in respect of any legal relationship associated with or arising from these Terms, including, but not limited to, with respect to the formation, execution, validity, application, interpretation, performance, breach, termination or enforcement of these Terms, will be determined by litigation in the Courts of the Province of Ontario sitting in Toronto, to the exclusive jurisdiction of which you irrevocably attorn. If you live outside of the Province of Ontario, you may also be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. However, nothing herein shall be construed as our agreement to the application of any such consumer protection laws. You expressly agree that, in the event that there is a dispute under these Terms and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial, and you hereby waive any right to trial by jury.
We shall not be liable for delays in or for failures to perform hereunder due to causes: (i) beyond our reasonable control; (ii) that could not reasonably have been foreseen by us at the time of the effective date of the services; and (iii) the effects of which could not have been commercially reasonably avoided or overcome by us, where such causes include acts of God, acts or omissions of you or a third party, service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or power outages, pandemics or epidemics, public health emergencies, climate change, flood, earthquakes, riot, or war.
No agency, partnership, joint venture, or employment is created as a result of the Terms, and you have no authority of any kind to bind us in any respect whatsoever. The failure of any party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. We shall not be liable for any failure to perform its obligations hereunder, where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).
These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with our prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without your consent.
In these Terms: (a) words denoting the singular include the plural and vice versa; (b) all usage of the word “including” means “including, without limitation,” throughout these Terms; (c) all dollar amounts, if any, are expressed in Canadian currency unless expressly provided otherwise; (d) the division of these Terms into separate sections, subsections and the insertion of headings is for convenience only and shall not affect the construction or interpretation of these Terms; (e) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; and (f) you and us agree that these Terms shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of these Terms.
No delay or omission by us to exercise any right or power we have under these Terms or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by us must be in writing and signed by an authorized representative of us.
These Terms, together with any applicable agreements or documents incorporated by reference herein, including the Secondary Agreements (if any) and the Rules and Regulations, constitute the entire agreement between us as it relates to the access to, and use of, the Site and Services and the subject matter of these Terms, and supersede all prior or contemporaneous agreements, proposals, proof of concepts, understandings, letters of intent, representations, negotiations, and discussions, whether written or oral, between us. Unless superseded by subsequent written agreement, these terms and conditions will continue to govern the relationship between us in respect of the matters contained herein.