Rogue Firefly Media Inc, O/A CrissCross
Last modified: __09-05-2021__
Effective date: __09-05-2021__
1. PARTIES ACCESSING THE SITE AGREE TO BE BOUND BY OUR TERMS
Using the CrissCross App from Apple App Store and Google Play Store:
Your use of the App may be subject to separate agreements you may enter into with your mobile device operating system provider (e.g. Apple, Google or Microsoft®), your mobile device manufacturer (e.g. Apple, Samsung®), your mobile service carrier (e.g. Telus, Bell, Rogers, AT&T or Verizon), and other parties involved in providing your mobile device service (which we collectively refer to as “Third Party Providers”). You agree to comply with all applicable third-party terms of service when using the App. We are not a party to those agreements and we have no responsibility for the products and services provided by third parties.
You acknowledge and agree that these Terms are between You and CrissCross, not with any Third Party Providers.
We, not any Third Parties Providers, are responsible for addressing any claims relating to the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation; and (iv) intellectual property claims.
If you are using the Product on an Apple or Google device (or another manufacturer), you acknowledge and agree that Apple or Google (or the other manufacturer, as applicable), and their subsidiaries (as applicable), are third party beneficiaries of this Agreement, and that they will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary. Such rights may also accrue to other handset manufacturers and operating systems which participate in the App.
To the extent the other terms and conditions of the rest of this Terms conflict with the terms and conditions of this section, the terms and conditions in this section apply, but solely with respect to your use of the App downloaded from the Apple App Store or Google Play Store (or other similar application store).
2. APPROVAL OF THE TERMS
You may not use the Product nor accept these Terms if you are not of a legal age to form a binding contract with us. If You accept these Terms, You represent that You have the capacity to be bound by them, or if You are acting on behalf of a company or entity, that You have the authority to bind such company or entity (and in which case “You” will refer to the company or entity).
We may add to, discontinue or revise these Terms or any aspect, mode, design, or service provided under the Product which include but are not limited to the:
scope of the features;
timing of the features;
software/hardware required for access to the Product; and
geographic locations or jurisdictions in which certain features may be available.
We may amend the Terms without notice for non-material amendments. In the event of a material change, we will provide You with the Notice Period days’ notice of a material change in the Terms and conditions (including changes in pricing) via e-mail to the e-mail address supplied to us by You, setting out:
the new or amended agreement terms;
how such terms read formerly;
the date of the coming into force of the amendment;
the means in which You can respond and the effects of not responding;
the option to either terminate the agreement or retain the existing agreement unchanged; and
the language of this provision with reference to the applicable consumer protection legislation rules for amending these terms and making any additional requirements for amendments as prescribed by law (if any).
We highly recommend that Users read any amendments carefully. Unless explicit consent is required by the law, we have the right to assume that You have accepted the change to the terms and conditions, unless You notify us to the contrary, no later than thirty (30) days after the amendment comes into force (the “Notice Period”), that You desire to cancel the contract or deregister or unsubscribe from access to the Product.
4. PAYMENT TERMS
Payment from You will be due upon the delivery of an electronic invoice from CrissCross to You.
We may offer products or services for purchase (“In App Purchase”) through the App Store, Google Play Store, Venmo, Paypal, or any other payment platforms authorized by us.
If you make an In App Purchase, you will be prompted to confirm your purchase with the applicable payment provider, and your method of payment (be it your card or a third party account such as the Google Play Store or App Store) (your “Payment Method”) will be charged for the In App Purchase at the prices displayed to you for the service(s) that you have selected as well as any sales or similar taxes that may be imposed on your payments, and you authorize us or the third party account, as applicable, to charge you.
Auto-Renewal; Automatic Card Payment
If you purchase an auto-recurring periodic subscription through an In App Purchase, your Payment Method will continue to be billed for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. Your card payment information will be stored and subsequently used for the automatic card payments in accordance with the Terms. Objections to a payment already made should be directed to customer support if you were billed directly by us or the relevant third party account such as the App Store. You are also able to object by contacting your bank or payment provider, who can provide further information on your rights as well as applicable time limits.
You may unconditionally withdraw your consent to automatic card payments at any time by going to Settings on the Platform or the relevant third party account, but be advised that you are still obligated to pay any outstanding amounts.
If you want to change or terminate your subscription, you will need to log in to your third party account (or Settings on the Platform, if applicable) and follow the instructions to terminate or cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted the Product from your device. Deleting your account on the Product or deleting the application from your device does not terminate or cancel your subscription; We will retain all funds charged to your Payment Method until you terminate or cancel your subscription on the Product or the third party account, as applicable. If you terminate or cancel your subscription, you may use your subscription until the end of your then-current subscription term, and your subscription will not be renewed after your then-current term expires.
We are not liable for any payments that are not completed because: (1) your debit or credit card account does not contain sufficient funds to complete the transactions or the transactions would exceed the credit limit or overdraft protection of the debit or credit card account; (2) You have not provided us with correct payment account information; (3) your debit or credit card has expired; or (4) of circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by your payment card brand or acquirer bank, or any other interface from an outside force).
All payment is exclusive of any taxes or duties imposed by jurisdiction tax law. CrissCross will not be responsible for any taxes or duties owed by You.
All purchases are final and nonrefundable, and there are no refunds or credits for partially used periods, except if the laws applicable in your jurisdiction provide for refunds.
These Terms are effective on the date that You access the Product and will continue to apply until our relationship with You is terminated. Users may terminate their relationship with us by CrissCross via email at email@example.com. The services provided by the Product and the applicable fees shall continue until the end of your current subscription term after You have notified us of your desire to unsubscribe from the Product, to close your account, and to cease your use of the Product.
We may terminate our relationship with You immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:
if You have not adhered to any or all the provisions of the Terms (such as a failure to pay fees when due) or if it appears that You do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
if we are required to terminate the relationship by law;
if we receive any notice of your misuse of the Product; or
if provision of the Product is no longer commercially viable for us.
Upon termination of our relationship, we will immediately revoke your license to use the Product and block all access to your account, and may delete all data and information associated with your account within 14 days after such termination. Upon termination of this relationship, You will remain liable for any accrued charges and amounts which become due for payment prior to or following termination. If you do not log into your account for 12 or more months, we may treat your account as “inactive” and permanently cancel your account upon delivery of written notice and delete your information days after such notice has been delivered.
6. USE OF THE PRODUCT
In order to use the Product, You must register using our registration page located within the App.
Registration Information: You agree and understand that You are responsible for maintaining the confidentiality of your password, which, together with your name and e-mail address (“User ID”), allows You to access the Product. The User ID and password, together with any other contact information You provide us at the time of signing up for the Product form your “Registration Information.” You agree that all Registration Information provided to us will be accurate and up-to-date. You agree to keep your password secure. We will not be liable if we are unable to retrieve or reset a lost password. If You become aware of any unauthorized use of your password or account, You agree to notify us via e-mail at firstname.lastname@example.org as soon as possible.
Accounts: You may create or use additional accounts for the purpose of logging into the secured account as a [company applicable account], as applicable to your role in the managed account. You may not open an account if you are a competitor of CrissCross.
Unauthorized Access: You agree to only access (or try to access) and use the Product through interfaces provided by us. You shall not access (or try to access) and use the Product through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. You agree not to use or attempt to use another User’s account. You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your personal information, or your affiliations with any person or entity.
Prohibited Uses: You may use our Website, services, and products only for lawful purposes. You may not use our Website, services, or products in any manner that:
breaches any applicable local, national or international law or regulation;
may in any way be considered harassment to another person or entity;
may in any way be unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
may in any way damage, disable, overburden, and/or impair the Product server, or any network connected to the Product server, and/or interfere with any other party’s use or enjoyment of the Product;
is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;
harms or attempts to harm minors in any way;
will reproduce, duplicate, copy, sell, resell or exploit any portion of the Product; or
will abuse either verbally, physically, written or other abuse (including bullying, threats of abuse or retribution) of any Product customers, employees, members, or officers;
and any of the foregoing will result in immediate account termination.
You represent and warrant that You will not use the Product to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment. Nor will You post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information. You further represent and warrant that You will not disrupt the functioning of the Website, in any manner.
Safety; Interactions with other Users
We are not responsible for the conduct of any User on or off of the Product. You agree to use caution in all interactions with other users, particularly if you decide to communicate off the Product or meet in person. You agree that you will not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money to other users.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT WE DO NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON OUR USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF OUR USERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OR COMPATIBILITY OF USERS.
Moderation: You understand and agree that although CrissCross is not required to moderate your use of the Product, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.
Dealing with Third Parties. Any correspondence or business dealings with any third parties including Merchants, sellers, buyers or advertisers found on, or through, the Sites is solely between you and such third parties, and the Companies have no control over the quality or legality of the Content advertised, the truth or accuracy of any representations made by Merchants, the ability of Merchants to sell and the ability of buyers to purchase. The Companies are not responsible for any damages you may suffer by entering into such transactions including the payment for and delivery of goods if any, and any terms, conditions, warranties, or representations associated with such dealings. You and the third party, not the Companies, are responsible for compliance with all laws applicable in any such transaction.
User Responsibility: You agree that You are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).
You understand that when using the Product, You may come across material that You find objectionable, offensive or indecent and agree that You are using the Product at your own risk.
The Service allows you to view information about products listed for sale by third-party Merchants online, find offers on those products, and track pricing information. We may provide product information and savings opportunities through our browser extension when you are on a third-party Merchant’s website. You may also reach a third-party Merchant website through a link from our Website or an emailed offer, or a Merchant website may be displayed to you through the App. However, in all cases any Merchant product will be purchased directly from the Merchant and through the Merchant’s website. You are not buying the product from or through us. We are not a re-seller or distributor of any third-party Merchants products that are displayed within the App or when you access them through a link provided by us or view them using the service.
While we attempt to provide accurate descriptions for the products, offers, discount codes, sales and other information shown within or through the Service, much of the information we display is provided by third-parties that we do not control. We do not warrant that the product descriptions or related Merchant information or terms shown through the Service (Website, App or emailed offers) are accurate, complete, reliable, current, or error-free. The inclusion of any products within the Website or App at a particular time does not imply or warrant that these products will be available at any other time.
Technical Requirements: Use of the Product requires internet access through your computer. You may be required to have company technical requirement enabled to use the Product, and some features of the Product may not be accessible with such technologies disabled.
Reviews, Comments, Communications, and Other Content. The Product may permit you to submit, transmit, post or otherwise provide content, including, but not limited to, reviews, comments, ratings, photos, images, videos, sounds, text, data, links and location information; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information (“User Data”). Any such User Data must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of a third party’s publicity or privacy rights, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations (e.g., foreign objects in food, food poisoning, etc.). Your User Data should be unbiased and objective. You may not submit reviews, comments or ratings for which you are being compensated in any manner. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Data. The name or handle you choose to provide to us may be displayed publicly with such User Data.
We reserve the right (but has no obligation) to monitor, remove, or edit User Data in our sole discretion, including if User Data violates this Agreement (including any Company Policies), but you acknowledge that we may not regularly review submitted User Data.
8. THIRD PARTY LINKS
The Product may link to third-party websites or resources. Such links are provided as a convenience to You only and do not imply an endorsement, warranty or guarantee by us of any such linked Website or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should You elect to enter into a binding contract with any such website, You agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any products or services that are available from those sites.
9. INTELLECTUAL PROPERTY AND RIGHTS
Rights to content provided by us: You acknowledge and understand that we own all right, title and interest in: (a) the Product and any associated data files; and (b) all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “Product Content”), which You may have access to when using the Product.
Except as set forth in the Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Product. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Product Content that You do not own or to which You have rights, or to create derivative works based on the Product. You may not infringe upon our intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Product in any form (including by e-mail or other electronic means), without our prior written consent.
You are not required to provide CrissCross with any comments, suggestions, recommendations, requests or any other feedback (“Feedback”). In the event that you do provide CrissCross with Feedback, CrissCross may use such feedback to improve the Product or for any other purpose. Furthermore, CrissCross shall own such Feedback and CrissCross and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and You hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to CrissCross.
Limited license: We grant You a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with these Terms. This limited license is subject to full payment of the monthly fees per company account, when due. This license may be revoked upon breach of these Terms by You and shall automatically be revoked upon termination or expiration of this Agreement.
The Company may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Product (each such feature being a “Brand Right” and collectively being the “Brand Rights”). We do not grant you any right or license to use any Brand Right other than as expressly set out in these Terms and in other licenses between You and us.
If you do submit User Data, and unless we indicate otherwise, you grant us a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers, including to restaurants, partners and other third party websites and feeds) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Data throughout the world in any media, and, where applicable, you hereby waive any privacy or publicity rights or any similar rights in an individual’s name or likeness in addition to any moral or other rights you may have in the User Data you submit in favor of us. You represent that you own, or have the necessary permissions to use and authorize the use of User Data as described herein. We take no responsibility and assume no liability for any User Data submitted by you or any other User or third party, nor do we guarantee any confidentiality with respect to User Data.
You represent and warrant that you own or otherwise control all of the rights to any User Data submitted by you; that all User Data submitted by you is accurate; and that exploitation of such User Data by us and our other users, partners, and licensees will not violate this Agreement, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless, and (at our request) defend us, our affiliates, representatives, agents, directors, managers, officers, employees, and shareholders from and against all claims resulting from (1) any User Data submitted by you, (2) your use of the Product, or (3) any breach or alleged breach by you of this Agreement.
You also understand that in order for us to operate the Product, User Data may be transmitted by You or us over various public networks and in various media in compliance with our security protocols and we may make changes to User Data to meet the technological requirements of such networks and media. You are responsible for ensuring that User Data is protected and your rights in User Data are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to User Data.
At any time and up to 14 days after your termination with CrissCross, You may request a copy of all of your User Data from the Product (“Data Dump”). You understand and agree that after the expiration of 30 days after your termination with CrissCross, your User Data may be permanently deleted and You will no longer have access to such Data Dump.
The Product provided as-is: The Product is provided “as-is” without warranties of any kind, either expressed or implied. You acknowledge, agree and understand that You use the Product at your own risk. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Product.
Downtime: The Product may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between You and the Product.
No endorsement as to accuracy: We accept no responsibility for the accuracy of any User Data provided by or created using the Product except as otherwise set out in these Terms. The provision or storage of User Data through the Product does not constitute our endorsement or warranty as to the compliance of such User Data with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such User Data. You are responsible for ensuring that that the information you have entered into our system is accurate, reliable and complete.
Ratings and reviews: We accept no responsibility or liability for any ratings or reviews posted to the Product, or any consequences as a result of the ratings or reviews by a User. Ratings and reviews posted to the Product DO NOT reflect our views.
Monitoring: We do not accept any liability for monitoring the Website or for unauthorized or unlawful content on the Website or use of the Website by users.
No warranty as to non-infringement: Except in the manner provided for in these Terms, we disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Product.
Damage to hardware: Any material downloaded or otherwise obtained through the use of our services and products is done at your own discretion and risk, and You will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
Content provided to companies: If You are an individual providing User Data that is to be directed to your organization’s account, You agree and acknowledge that we accept no responsibility and are not liable for any damages that may arise by the organization’s use of that User Data. You further agree and acknowledge that we are not liable for any damages that may arise if the User Data is misdirected to the wrong organization due to any reason, including error on your part or a flaw in the Product.
Our Offers and Third-Party Links
We may display to you “Offers” and other personalized and non-personalized pricing and product information regarding goods and services offered by third-party Merchants. These offers and product information may be provided in several ways, including as links to third-party websites or as coupons or discount codes you can apply to your purchase of products offered by third-party Merchants. In order to improve our services, We may track how you use the services we provide, including whether you click-on our links to third-party websites, your actions on those third-party Merchant websites, and whether you use the discount or coupon codes displayed by us.
We are Not Responsible for Third-Parties
All products you purchase from a third-party Merchant, including those linked from our Website or our emailed offer, or displayed through the App, are: (a) priced by the applicable third-party Merchant (including whether such prices include applicable local, state, or federal taxes, and any additional fees, such as shipping and handling); and (b) fulfilled, shipped, and otherwise serviced (including but not limited to the processing of returns, refunds, and cancellations) by the applicable third-party Merchant and not by us. We are not responsible for any third-party Merchant products or any information contained on the Merchant’s website (including if the Merchant’s website is displayed through the App).
You agree that your purchase from a third-party Merchant is subject to the Merchant’s own terms and conditions applicable to such purchase. You agree that we are in no way responsible or liable to you for any products you purchase through or using the Product, including for any product liability claim, improper charges, delivery failures, pricing errors, or inaccurate product descriptions. You acknowledge and agree that we are not liable or otherwise responsible for any breaches of credit card or debit card security or privacy by any third-party Merchants.
We do not endorse, warrant or guarantee the products or services that are displayed through the Product, including through Offers and other advertised links to third-party websites. We are not an agent, distributor, re-seller, broker or otherwise responsible for third-party Merchants or the activities or policies of those Merchant websites or the products or services available on them. We do not promise or guarantee that the product details, prices, coupon availability or other service terms, rates or rewards offered by any particular advertiser or other third-party via our Product are the best prices, best terms or lowest rates available in the market.
We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices or opinions expressed in any third-party websites or by any third-party that you interact with through the Service. In addition, we will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Product, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
If you have a dispute with any third-party (including a Merchant from whom you purchase a product in connection with the Product), you agree that we are under no obligation to become involved. To the maximum extent permitted by applicable law, you release us, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to any dispute you have with a third-party in connection with the Product.
11. DATA RETENTION
The Product may store your data as long as your account is current and active and after our relationship with You has been terminated.
On a regular basis we create a backup of all data in our system, which is retained for company data security period days, after which it will be removed permanently from all our systems. This backup is for use by CrissCross only in the case of disaster recovery or to maintain business operations in the case of an emergency. CrissCross will not restore data unless it determines, in its sole discretion that a data recovery is necessary.
12. REFUND POLICY
We are unable to provide refunds for a subscription to a plan.
13. LIMITATION OF LIABILITY
You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, punitive, incidental or exemplary damages (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:
any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses;
these Terms (including any changes thereto);
Any failure or delay (including, but not limited to, the use or inability to use any component of the Product;
Your visit to any restaurant or the performance, non-performance, conduct, or policies of any restaurant or Merchant in connection with the services. In addition, you specifically understand and agree that any third party directing you to the Product by referral, link, or any other means is not liable to you for any reason whatsoever, including, but not limited to, damages or loss associated with the use of the services. The Company is neither an agent of nor otherwise associated with any restaurant for which a user has made a reservation, claimed an offer or promotion, or paid a bill using the payment services;
your provision of any personal information provided to us subject to our legal requirements relating to the protection of personal information;
communications received to you through your access to the Product;
the posting of information on the Product, Website, blog, account or any affiliated social media, including but not limited to, User data, written reviews, pictures, or personal information;
the use of the Product and any related applications including third party services;
the use of any software related to the Product;
viruses, spyware, service provider failures or internet access interruptions;
loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
any content relating to the use of the Product,
even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.
In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which You have paid for the Product in the previous invoice.
To the extent permitted by applicable laws, You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, your breach of these Terms; your access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including you) caused by your access to and/or use of the Product; and (b) specifically, your breach of the intellectual property rights of any third party to these Terms.
You agree that You will be solely responsible for all activities that occur under your account, whether You are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that You may incur as a result of someone other than You using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not You were directly or personally responsible.
15. GOVERNING LAW AND FORUM OF DISPUTES
By visiting the Website or using the Product, You agree that the laws of the province of Ontario, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between You and us. With respect to any disputes or claims, You agree not to commence or prosecute any action in connection therewith other than in the province of Ontario, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenient with respect to venue and jurisdiction in the provincial courts of jurisdiction forum of dispute.
Each party shall be responsible for its own legal fees and other expenses incurred in connection with the performance of any of its obligations hereunder.
16. FORCE MAJEURE
You agree that we are not liable for a delay or failure in performance of the Product or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.
The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.
19. ASSIGNMENT OF AGREEMENT
You may not, without our prior written consent, assign the Terms, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Terms and will be void. We may assign this Terms to a third party at any time in our sole discretion. The Terms will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.
21. SURVIVAL OF AGREEMENT
All covenants, agreements, representations and warranties made in these Terms shall survive your acceptance of these Terms and the termination of our relationship.
22. ENTIRE AGREEMENT
By providing us with your e-mail address, You agree to receive all required notices electronically, to that e-mail address or by mobile notifications via the Product. It is your responsibility to update or change that address, as appropriate.
If You have any questions or comments regarding these Terms please contact our head office by email at email@example.com.