Terms of Service

These Terms of Service (the “Agreement”) by and between 1001255318 ONTARIO INC. doing business as “ClubHive” and all its affiliates (together, “Company”, “us”, “we”, and “our”) and you, the individual or entity (“you”, “your”, and “User”) governs your use of our mobile application and website, accessible at https://www.clubhive.ca/, and all pages, templates, products, tools, information, protocols, software, and content located therein (the “Service”). PLEASE READ THIS AGREEMENT CAREFULLY.

By using the Service, you agree to be bound by this Agreement.

You must read, agree with and accept all of the terms and conditions contained or expressly referred to in this Agreement, before you may sign up or use the Service.

You are advised to revisit the Agreement, and all its components, periodically to familiarize itself with any changes to the terms and conditions therein.

The Service, or certain features of the Service, may be offered free of charge or on a paid basis, and we may introduce, change, or remove fees for the Service or any feature at any time in accordance with this section. Where fees apply to your use of the Service, the terms in this section govern those fees. The Service or a feature being offered free of charge at any time does not obligate us to continue to offer it free of charge.

If you purchase or subscribe to any paid feature of the Service, you may be required to provide payment information, such as your name, billing address, and a valid payment method. You represent and warrant that: (i) you have the legal right to use any payment method you provide in connection with any payment; and (ii) the information you supply to us is true, correct, and complete.

We may use third-party service providers to facilitate and process payments. By submitting your payment information, you authorize us to provide that information to these providers as necessary to process your payments, subject to our Privacy Policy.

ClubHive does not process ticket sales, event registrations, or refunds for events through the Service. Any purchase, ticket, registration, or payment relating to an event is completed on a third-party website or service (such as Ticket Tailor) and is governed by that third party’s terms. See “Links to Other Websites” below.

The fees applicable to any paid features of the Service will be those presented to you at or before the time you sign up for or purchase those features. We may make a current fee schedule available within the Service.

A valid payment method, including credit card, debit card, or PayPal, is required to process all fees mentioned herein, unless otherwise permitted by the Company. You shall provide us with accurate and complete billing information including, as applicable, full name, address, province, postal code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize us to charge all fees outlined in this section incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

We, in our sole discretion and at any time, may modify any of the fees mentioned herein (any of which being a “Fee Change”). Any Fee Change will become effective at the end of the then-current Billing Cycle.

We will provide you with a reasonable prior notice of any Fee Change to give you an opportunity to terminate your usage before such Fee Change becomes effective.

Your continued use of Service after a Fee Change comes into effect constitutes your agreement to pay the modified fee amount.

Except when required by law, all fees mentioned herein are non-refundable.

Company Content

Any proprietary and intellectual property rights in and to the Services, including any content thereon, such as logos, videos, text, information, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Company’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered (“Content”), are the property of Company and/or its licensors and are subject to copyright and other intellectual property rights under applicable laws. You acknowledge and agree that you have no right, license, or authorization with respect to the Services or any of the technology underlying the Services except as expressly set forth in this Agreement. Nothing in this Agreement gives you the right to use Content without the Company’s prior written consent.

If, through the intended use of the Services, at the sole and absolute discretion of the Company, you download or otherwise receive access to Content you acknowledge and agree that your use of the Content shall be in accordance with this Agreement and the applicable terms of use or user agreement of the licensor of the Company which licensed that particular Content to the Company. Please familiarize yourself regularly with the terms of use or user agreements with the relevant licensors of the Company.

You shall not, nor shall you permit any person and/or third-party to:

• attempt to modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services, Content, or the source code, object code, underlying structure, ideas, know-how, software, algorithm, documentation, data related to the Services (“Software”) except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary;
• make the Services (or any derivative work thereof) available to, or use the Services (or any derivative thereof) for the benefit of anyone other than you;
• sell, resell, license, sublicense, distribute, rent, or lease any Service to any third-party, or include any Service (or any derivative thereof) in a bureau, time-sharing, or equivalent offering;
• publicly disseminate or disclose information from any source regarding the performance of the Services;
• attempt to create a substitute or similar service through use of, or access to, the Services;
• circumvent any user limits or other timing or use restrictions that are built into the Services;
• remove any Content or other proprietary notices, labels, or marks from the Services; and/or
• frame or mirror any content forming part of the Services.

Notwithstanding anything to the contrary, you accept and assume all responsibility for complying with all applicable laws and regulations in connection with all of your activities involving any Services, or part thereof.

Our Service may allow you to post, link, store, share and otherwise make available certain information, data, numbers, text, graphics, videos, or other material (“User Content”). You are responsible for User Content that you post on or through Service, including its legality, reliability, and appropriateness.

By posting User Content on or through Service, You represent and warrant that:

• the User Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in this Agreement, and
• the posting of User Content on or through Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.

We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any User Content you submit, post or display on or through Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for User Content you or any third party posts on or through Service. However, by posting User Content and using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content and the user behavior, transactions, interactions, habits, usage, and any other information that we may collect from time to time on and through Service (together with User Content, “User Data”), provided that it is reasonably anonymized at our sole and absolute discretion.

We have the right but not the obligation to monitor and edit all User Content provided by users.

You may use Service only for lawful purposes and in accordance with the Agreement. You agree not to use the Service, including by email, SMS text, or otherwise:

• In any way that violates any applicable national or international law or regulation.
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate us, our employee(s), another user, or any other person or entity.
• In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend us or users of the Service or expose them to liability.

Additionally, you agree not to:

• Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real time activities through Service.
• Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
• Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of Service.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
• Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
• Take any action that may damage or falsify our rating.
• Use any downloaded data, information, or content to train, improve, develop, or test an AI Model.
• Otherwise attempt to interfere with the proper working of the Service.

We monitor and analyze the use of our Service using third-party providers.

When you create an account with us, you represent that you are at least the age of majority in your province or territory of residence, or that you are a minor using the Service with the consent and supervision of a parent or legal guardian, and that the information you provide us is accurate, complete, and current at all times. Account and registration data and all other information you provide in registering with the Service are governed by our Privacy Policy.

Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use a username that is the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use a username that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole and absolute discretion.

Where you have given any consent required by applicable law (including Canada’s Anti-Spam Legislation), we may send you newsletters, marketing or promotional materials, and other information. You may withdraw your consent and opt out of some or all of these communications at any time by following the unsubscribe link or by emailing us at info@clubhive.ca. We may still send you non-promotional messages relating to your account or the Service.

The Service offers two types of accounts: (a) Student Users, who use the Service to browse, search, save, and receive information about campus events, clubs, and opportunities; and (b) Club Administrators, being student clubs, organizations, and groups that have been verified or ratified by their institution and are authorized to create and publish event information through the Service. This Agreement applies to all Users and, where indicated, imposes additional responsibilities on Club Administrators.

Club Administrators are solely responsible for the content they create or publish through the Service, including event descriptions, images, dates, ticket and registration information, and any links they provide. Club Administrators are responsible for ensuring that their content and events comply with their institution’s policies, all applicable laws, and any other applicable requirements, and that they hold all rights necessary to publish that content.

Student User accounts are not verified or endorsed by any institution. Information published through the Service, including event information, is intended to be publicly accessible. You should not submit through the Service any information that you wish to keep private.

ClubHive provides a platform for discovering and promoting user-generated event information. ClubHive does not organize, host, sponsor, endorse, verify, or guarantee any event, club, organization, or any information published through the Service. Any interaction or dealing between Users, including attending or registering for an event, is solely between the relevant Users.

ClubHive acts only as a venue and platform that enables Users to publish and discover event information. ClubHive is not a party to, and is not responsible or liable for, any event, activity, service, product, offer, ticket, registration, arrangement, or transaction that is offered, promoted, organized, or provided by one User to another (including by a Club Administrator to Student Users) through or in connection with the Service. ClubHive does not screen, supervise, direct, control, or guarantee any User, any event, or the services or activities offered by any User.

You use the Service, attend or participate in any event, and deal with other Users at your own risk. To the fullest extent permitted by applicable law, ClubHive and its affiliates and their respective directors, officers, employees, and agents are not responsible or liable for any injury, death, loss, damage, cost, or dispute arising out of or relating to any event, activity, service, or transaction offered or provided by one User to another, or to any interaction between Users, whether occurring online or in person. If you have a dispute with one or more Users, you release ClubHive and its affiliates and their respective directors, officers, employees, and agents from all claims, demands, and damages of every kind arising out of or connected with that dispute, to the fullest extent permitted by applicable law.

ClubHive has the right, but not the obligation, to monitor, review, screen, and moderate the Service, User Content, event listings, and links. ClubHive may, at its sole and absolute discretion, at any time, without prior notice, and without liability to you or any other person, refuse, reject, remove, take down, edit, disable, suspend, restrict, or delay access to or publication of any account, User, User Content, event listing, link, or any part of the Service, for any reason or for no reason.

This includes, without limitation, any account, content, or event that ClubHive considers, in its sole discretion, to be: (a) unlawful, fraudulent, or in violation of this Agreement, any institution’s policies, or applicable law; (b) threatening, harassing, hateful, discriminatory, defamatory, obscene, or violent, or that may incite or promote violence, hatred, or unlawful activity; (c) likely to endanger the health or safety of any person or the public, or to cause harm, injury, property damage, or public disorder; or (d) objectionable, misleading, or likely to expose ClubHive, any User, or any other person to liability, harm, or reputational damage.

ClubHive has no obligation to publish, host, or maintain any User Content or event, and is not liable for any decision to remove, refuse, or allow any account, content, or event, or for any failure to do so. Removing or refusing to publish any content or event does not constitute an endorsement, verification, or approval of any content or event that remains available. Users remain solely responsible for their accounts, content, and events.

You may provide us directly at info@clubhive.ca with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

Our Service may contain links to third party websites or services that are not owned or controlled by us. The Service allows Club Administrators to include links to third-party websites and services within event listings, including a dedicated field for Ticket Tailor links and an optional field for other external links. ClubHive does not integrate with Ticket Tailor’s application programming interfaces (APIs) and does not process payments, registrations, refunds, or ticketing through the Service. To complete a purchase, registration, or similar transaction, you leave the Service and deal directly with a third-party website or service.

Club Administrators are responsible for the accuracy, legitimacy, and content of any external links they provide. ClubHive is not responsible for, and disclaims all liability arising out of or relating to, any third-party website, service, transaction, or content, including any ticket purchase, registration, refund, or event completed through them.

We have no control over, and assume no responsibility for the content, information, privacy policies, or practices of any third party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

YOU 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 THIRD PARTY WEBSITES OR SERVICES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEBSITES OR SERVICES THAT YOU VISIT.

• NONE OF THE INFORMATION, SERVICE, OR MATERIALS OFFERED BY THE SERVICE CONSTITUTE AND ARE NOT INTENDED TO CONSTITUTE ADVICE OF ANY KIND AND YOU SHOULD NOT ACT OR REFRAIN FROM ACTING BASED ON ANY INFORMATION, SERVICE OR MATERIALS PROVIDED IN THE SERVICE. ALL CONTENT ON THE SERVICE IS INFORMATION OF A GENERAL NATURE AND DOES NOT ADDRESS THE UNIQUE CIRCUMSTANCES OF ANY PARTICULAR USER. YOU ARE STRONGLY URGED TO CONSULT WITH YOUR OWN ADVISORS AS TO ALL QUESTIONS YOU MAY HAVE.
• You assume all risks and all costs associated with your use of the Service, including, without limitation, any internet access fees, banking fees, transaction fees, back-up expenses, costs incurred for the user of your device and peripherals, and any damage to any equipment, software, information or data.
• You are responsible for configuring your own information technology, computer programs and platform in order to access the Service. You should use your own virus protection software.
• The U.S. Department of the Treasury, through the Office of Foreign Assets Control (the “OFAC”), prohibits us from engaging in all or certain commercial activities with certain sanctioned countries (each a “US Sanctioned Country”) and certain individuals, organizations or entities, including without limitation, certain specially designated nationals (each a “US SDN”) listed by the OFAC. If you use the Service, you expressly represent that you are not located in a US Sanctioned Country and are not listed as an US SDN. If we determine that the Service is being used by prohibited persons, it will take any and all actions to terminate your access to the Service.
• The Government of Canada prohibits us from engaging in all or certain commercial activities with certain sanctioned countries (each a “Canadian Sanctioned Country”) and certain individuals, organizations or entities, including without limitation certain specially designated nationals (each a “Canadian SDN”) listed in the Consolidated Canadian Autonomous Sanctions List (accessible via this link). If you use the Service, you expressly represent that you are not located in a Canadian Sanctioned Country and are not listed as a Canadian SDN. If we determine that the Service is being used by prohibited persons, it will take any and all actions to terminate your access to the Service.

For the purposes of this Agreement, a Consumer means a User who is an individual and who acquires or uses the Service primarily for personal, family, or household purposes and not for business or commercial purposes. A Business User means any other User, including each Club Administrator and any club, organization, group, or individual that uses the Service for business, organizational, promotional, or commercial purposes, including creating, publishing, or promoting events.

The disclaimers of warranties, exclusions and limitations of liability, indemnities, and releases in this Agreement apply to the fullest extent permitted by applicable law. If you are a Consumer, nothing in this Agreement excludes, restricts, or modifies any right, warranty, guarantee, or remedy that applies to you under applicable consumer protection legislation and that cannot lawfully be excluded, restricted, or modified (including, in Ontario, under the Consumer Protection Act, 2002); and where any such provision cannot lawfully be applied to you, it applies to you only to the maximum extent permitted by law. As applied to Business Users, the disclaimers of warranties, exclusions and limitations of liability, indemnities, and releases in this Agreement apply in full.

THESE 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 THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY (A “BREACHING PARTY”) NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS, ERROR, OR INTERRUPTION OF USE OF THE SERVICES, DATA, OR ACCESS (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR (C) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE BREACHING PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BREACHING PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH EACH ORDER (INCLUDING ALL LIABILITY UNDER THIS AGREEMENT THAT ARISES AS A RESULT OF SUCH ORDER) WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO THE COMPANY DURING THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00)).

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account) violation of these Terms of Service or any applicable law, regulation, or the rights of any third party. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with the Company’s defense of these claims.

Accordingly, you expressly agree that you and all users assume all risks in connection with their respective access and use of the Service and all parts thereof; and, you expressly release the Company, its directors, officers, employees, and agents (the “Releasees”) from, and hold them harmless from and against, any and all liability, claims, causes of action, losses, expenses, or damages (whether arising in law or equity, including but not limited to special, consequential, indirect, punitive, and exemplary damages, and including but not limited to economic loss, business disruption, and/or attorney’s fees) arising from or in any way related to the Service or any part thereof. You expressly waive all such claims against the Releasees.

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Agreement.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

We reserve the right to withdraw or amend our Service and any part thereof, and any service or material we provide via our Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of our Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Service, or the entire our Service, to users, including registered users.

We may amend this Agreement at any time by posting the amended terms on or within the Service. If we make material changes, we will provide reasonable notice, such as through the Service or by email. It is your responsibility to review this Agreement periodically.

Your continued use of the Service following the posting of a revised Agreement means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Service.

No waiver by us of any term or condition set forth in the Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision under the Agreement shall not constitute a waiver of such right or provision.

If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign this Agreement in its entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its business, shares, or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THEM.

You acknowledge and confirm that, before accepting this Agreement, the Company recommended that you obtain independent legal advice with respect to the rights, obligations, disclaimers, and notices in it. You confirm and agree that you have accepted this Agreement of your own volition and without any duress from the Company or any other person or entity.

Neither party shall be responsible for its failure to perform its obligations under this Agreement to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, epidemics, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

This Agreement shall be governed and construed in accordance with the laws of Ontario, and/or the federal laws of Canada as applicable therein, without regard to its conflict of law provisions.

The parties hereto shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations amongst themselves. If the parties hereto are unable to resolve the matter following good faith negotiations, the parties shall hereby irrevocably and unconditionally submit to the jurisdiction of the court in Ontario.

Any reference to “$” or dollars herein shall mean the lawful currency of Canada.