Terms And Conditions
Date of Last Revision: Nov 5, 2018
Please read these terms and conditions of use ("Site Terms") carefully.
Pathway Intelligence Incorporated ("Pathway") , Corporation of the City of London, and participating organizations and partner municipalities are collectively referred to as "We", "Us", or "Our" in this agreement.
"Service" means this Web site, or Text Message application, or Voice-over-IP application, or Smartphone App, which provides carpool matching and other commute-related functions.
"Rideshare" means rideshare or carpool.
"Ridesharing" means ridesharing or carpooling.
Requirements to Access the Service
You must be eighteen (18) years or older to use this Service.
Drivers represent and warrant that:
- you have a current and valid driver's license;
- you carry all insurance required by law in order to operate a motor vehicle in the province/state/county/country where your vehicle is registered;
- you carry liability insurance that covers bodily injury to all occupants of your vehicle;
- you have no record of convictions for serious driving offenses;
- you are medically fit to act as a Driver;
- you follow prescribed manufacturer preventative and maintenance standards for the vehicle(s) you use.
- you have volunteered to be a driver and have not been designated by a group or company as a driver and receive no compensation from a group or company for driving; you are an independent party participating, with others, in a voluntary, not for profit, Ridesharing arrangement.
The Service allows You to post a profile and to communicate with other Users by email, text message, Voice-over-IP phone calls, and/or social media through services such as Facebook.
You acknowledge that giving personal information, including addresses and contact information is a personal decision that may affect your personal security. You understand that giving such information to anyone, including individuals you may contact through services such as this, requires care and taking reasonable safeguards to assure your safety and the security of your property and your personal information.
YOU ACCEPT FULL PERSONAL RESPONSIBILITY FOR ANY RIDE THAT YOU MAY ACCEPT OR PROVIDE THROUGH THIS SERVICE. WE ACCEPT NO RESPONSIBILITY FOR ACTIONS OF ANY INDIVIDUALS USING THE WEBSITE OR PROVIDING OR ACCEPTING RIDES THROUGH THIS SERVICE.
We do not verify the truth or accuracy of any profile information or other information submitted by any User.
You are responsible for taking at least the following safety precautions, and any other steps you may deem necessary to ensure the safety of Your person, Your vehicle(s), Your property, and Your information:
- You should use the Service with caution for Your safety and that of other persons with whom You travel.
- You should meet the person with whom You are considering traveling in a public place before agreeing to travel together.
- You should independently confirm their contact information and You should make copies of each others' drivers' licenses and provide copies to a friend or colleague.
- Provide each other with references and check them.
- Discuss Your routes and schedules and any likely variances.
- Confirm that vehicles are safe and that the other driver drives safely. If not, make other arrangements.
- Assure Yourself of Your own safety. We do not screen or investigate Users in any manner and cannot vouch for them.
Report any unlawful activity to authorized law enforcement personnel.
Legislation and regulations adopted in your jurisdiction may contain legal limitations and obligations concerning Ridesharing, including licensure and insurance requirements and restrictions regarding acceptance of compensation. It is Your responsibility to become familiar with such laws. You should contact Your vehicle insurer to verify that You and your passengers are not in violation of local laws, and that you are covered while Ridesharing and that You have sufficient insurance coverage to protect Yourself and Your Rideshare passengers.
FREE OF CHARGE
We are providing this Service without charge to You. Any agreement made between You and your Rideshare partners regarding cost sharing does not involve Us.
Repeat Infringer Policy
We have adopted a policy of terminating, in appropriate circumstances and at Our sole discretion, subscribers or account holders who are deemed by Us to be repeat infringers of any third-party rights or any of the terms and conditions of these Site Terms. We may also at Our sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
CONSENT TO RECEIVE COMMUNCATIONS
By using the Service, You consent to receive emails, text messages, Voice-over-IP calls, and/or social media messages and/or postings through services such as Facebook from Us, which relate to the Service provided such communications are in accordance with the preferences You select on the "Account" page of the Service. You may change such preferences on the "Account" page of the Site. Please note that as long as You maintain an account, You may not "opt out" of receiving service or account-related communications from Us, except to the extent provided for on the "Account" page or other user-facing controls provided.
Copyright and Limited License
During such time as this Service is made available to You, subject to Your compliance with these Site Terms, We hereby grant You a non-exclusive, non-transferable, worldwide right to use the Service for Your work related travel purposes. You shall not:
(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;
(ii) modify or make derivative works based upon the Service or the Content;
(iii) reverse engineer the Service, or
(iv) access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You shall not:
(i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
(ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including, without limitation material harmful to children or violative of third-party rights;
(iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
(iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
(v) attempt to gain unauthorized access to the Service or its related systems or networks.
All rights not expressly granted to You are reserved by Us and Our licensors.
You are granted a limited, non-exclusive right to create a text hyperlink to the Service for non-commercial purposes, provided such link does not portray Us, and/or any of Our products and services, in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use Our logo(s) or Our other proprietary graphics to link to this Service without Our express written permission. Further, You may not use, frame or utilize framing techniques to enclose any of Our trademarks, logos or other proprietary information, including the images found at the Service without Our express written consent.
WE MAKE NO CLAIM OR REPRESENTATION REGARDING, AND ACCEPT NO RESPONSIBILITY FOR, THE QUALITY, CONTENT, NATURE OR RELIABILITY OF THIRD-PARTY WEB SERVICES, PRODUCTS, INFORMATION, MATERIALS OR WEBSITES ACCESSIBLE BY HYPERLINK FROM THE SERVICE, OR WEB SITES LINKING TO THE SERVICE. SUCH SITES ARE NOT UNDER OUR CONTROL OF AND WE ARE NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY REVIEW, CHANGES OR UPDATES TO SUCH SITES. We provide these links to You only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Us of any site or any information contained therein. When You leave the Service, You should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which You navigate from the Service.
Your Responsibilities Regarding User Posted Content & Other Interactive Services or Areas
The Service includes areas in which Users may post content and information (the "User Content") and may include other interactive areas or services in which You or third parties may create, post, modify or store information, content, materials or other items on the Service ("Interactive Areas"). You are solely responsible for Your use of such Interactive Areas and use them at Your own risk. By using any Interactive Areas, You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Service any of the following:
- User Content that is false, deceptive, deceitful, misleading, unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, harmful to minors, fraudulent or otherwise objectionable;
- User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, violate any applicable rules of professional conduct, or that would otherwise create liability or violate any local, provincial/state, national or international law;
- User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, You represent and warrant that You have the lawful right to distribute and reproduce such User Content as provided under these Site Terms;
- User Content that impersonates any person or entity or otherwise misrepresents Your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations, including without limitation any advertisements for commercial services or products;
- Private or confidential information of any , including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, Social Insurance numbers and credit card numbers;
- Viruses, spyware, malware, corrupted data or other harmful, disruptive or destructive files;
- Any answers, responses, comments, opinions, analysis or recommendations that You are not properly licensed or otherwise qualified to provide; and
- User Content that, in Our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Service, or which may expose Us or Our users to any harm or liability of any type.
- User Content that harasses, degrades, intimidates or is hateful toward an individual or group of individuals for any reason and especially on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability.
Additionally, You agree not to:
- contact anyone who has asked not to be contacted or "stalk" or otherwise harass anyone;
- collect personal data about other users for commercial or unlawful purposes;
- use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service - unless expressly permitted by Us;
- post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
- attempt to gain unauthorized access to Our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or Our Service(s) ; or
- use any form of automated device or computer program that enables the submission of postings without each posting being manually entered by the author thereof (an "automated posting device"), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals.
- Threaten anyone or exploit anyone in a sexual, violent or other objectionable manner.
- Disclose personally identifiable information of another user you acquire using the Service to any third party without the consent of such other.
We take no responsibility and assumes no liability for any User Content posted, stored or uploaded by You or any third party, or for any loss or damage thereto, nor are We liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity You may encounter. Your use of Interactive Areas is at Your own risk. WE ARE NOT LIABLE FOR ANY STATEMENTS, REPRESENTATIONS, RESPONSES, COMMENTS OR ANY OTHER USER CONTENT PROVIDED BY OUR USERS. Although We have no obligation to screen, edit or monitor any of the User Content posted in any Interactive Area, any use of the Interactive Areas or other portions of the Service in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of Your rights to use the Interactive Areas and/or the Service, and We reserve the right, and have absolute discretion, to remove, screen or edit any User Content posted or stored on the Service at any time and for any reason without notice.
If You post User Content to the Service, You grant Us and Our affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media for any purpose. You hereby waive any and all moral rights in respect of such User Content, including but not limited to, rights of attribution or association but you grant Us and Our affiliates and sublicensees the right to use the name that You submit in connection with such User Content, if they choose. You represent and warrant that:
(a) You own and control all of the rights to the User Content that You post or You otherwise have the right to post such User Content to the Service and to grant the rights granted herein;
(b) the User Content is accurate and not misleading; and
(c) use and posting of the User Content You supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.
User Ratings and Reviews
Users may provide reviews and/or ratings ("Feedback") of other Users they have shared a Trip with or communicated with. Users leaving Feedback should ensure that it is fair and accurate. You agree that we may post Feedback left by other Users about you on your profile. We do not necessarily actively monitor Feedback and ratings left by Users. We retain the right to adjust or delete User Feedback that We deem, in Our sole discretion, to be inappropriate and disclaims all liability in respect of feedback left by Users. We take no responsibility and assumes no liability for User Feedback, or the accuracy or inaccuracy of such Feedback.
We are not involved in and in no way responsible for any actual dealings between you and other Users who use the Service. We will not be a party to disputes, negotiations of disputes between Users. We encourage you to report all disputes with other users to your local law enforcement authorities.
Registration Data; Account Security
In consideration of Your use of the Service, You agree to:
(a) provide accurate, current and complete information about You as may be prompted by any registration forms on the Service ("Registration Data");
(b) maintain the security of Your password and identification;
(c) maintain and promptly update the Registration Data, and any other information You provide to Us, to keep it accurate, current and complete; and
(d) accept all risks of unauthorized access to the Registration Data and any other information You provide to Company.
In addition, You agree not to access or use, or attempt to access or use, the Service or any part thereof using the identity or the Registration Data of any person other than Yourself. You shall abide by all applicable local, provincial/state, national and foreign laws, treaties and regulations in connection with Your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall:
(i) notify Us immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
(ii) report to Us immediately and use reasonable efforts to stop immediately any impermissible copying or distribution of Content that is known or suspected.
You grant to Us a non-exclusive license, for the term of this Agreement, to display to Users any and all data, information or material that You submit to the Service ("User Content") for display to Users.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Content that You submit to the Service, and We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of User Content. You shall indemnify Us against third party claims relating to User Content that you post, provide or submit.
We shall not be responsible for the malicious actions of any other User of the Service with regard to posting of User Content.
All indemnifications granted under this Section expressly include, without limitation, indemnification for reasonable lawyers' fees and any and all expenses and costs incurred or amounts paid in settlement or in satisfaction of any judgment or award.
Account Information and Data
We do not own User Content. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of User Content, and We shall not be responsible or liable for the deletion, correction, destruction, corruption, damage, loss, exposure of or failure to store any User Content. We reserve the right to withhold, remove and/or discard User Content without notice. Upon termination for cause, Your right to access or use User Content immediately ceases, and We shall have no obligation to maintain or forward any of User Content.
Intellectual Property Ownership
Except with regard to User Content, Pathway alone (and our licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to any of Pathway's proprietary technology or materials and Service, including without limitation, all software, code, programs and other materials which comprise the Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement does not convey to You any rights of ownership in or related to the Service, any of Pathway's proprietary technology or materials, or any intellectual property rights owned by Pathway. Our name(s), Our logo(s), and the product names associated with the Service are trademarks belonging to Us or to third parties, and no right or license is granted to use them.
All map images are and remain the property of the respective Map Provider(s). Maps are provided at the discretion of Map Provider(s) and are to be used within and for the Service only and for no other purpose.
You shall indemnify and hold Us, Our licensors, vendors, service providers, subsidiaries, affiliates, officers, directors, employees, and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, lawyers and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including lawyers' fees and costs) arising out of or in connection with:
(i) a claim alleging that use of User Content infringes the rights of, or has caused harm to, a third party;
(ii) a claim, which if true, would constitute a violation by You of Your representations and warranties in the Agreement; or
(iii) a claim arising from Your use of the Service or breach of this Agreement; or
(iv) a claim arising out of personal injury or damages alleged to have arisen through Your use of the Service or use by any other person or entity alleged to have been harmed through use of the Service, to the extent that use of the Service was made available by or through You.
DISCLAIMER OF WARRANTIES
THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED. WE AND OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, VENDORS, SERVICE PROVIDERS, THEIR LICENSORS, AND OUR SUPPLIERS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. WE AND OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, VENDORS, SERVICE PROVIDERS, THEIR LICENSORS, AND OUR SUPPLIERS DO NOT REPRESENT OR WARRANT THAT:
(A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY HARDWARE, OTHER SOFTWARE, SYSTEM OR DATA,
(B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
(C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR MATERIAL PURCHASED OR OBTAINED BY YOUR THROUGH THE SERVICE, OR FROM US WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
(E) ERRORS OR DEFECTS WILL BE CORRECTED, OR
(F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
INTERNET AND COMMUNICATION DELAYS
OUR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, OR FROM ANY OTHER SERVICE PROVIDER, OR PROVIDER OF HARDWARE OR SOFTWARE TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT WILL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, VENDORS OR SERVICE PROVIDERS AND/OR THEIR LICENSORS, OR OUR SUPPLIERS, BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY OUR SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) , INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE DO NOT SCREEN THE PARTICIPANTS USING THE SERVICES IN ANY WAY. AS A RESULT, WE WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL AND/OR CONSEQUENTIAL, ARISING OUT OF THE USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, TO DAMAGES ARISING OUT OF COMMUNICATING AND/OR MEETING AND/OR TRAVELLING WITH OTHER CURRENT OR PAST USERS OF THE SERVICE.
SUCH DAMAGES INCLUDE, WITHOUT LIMITATION, PHYSICAL DAMAGES, BODILY INJURY UP TO AND INCLUDING DEATH, PROPERTY DAMAGES INCLUDING TO YOUR VEHICLE, LOST TIME OR WAGES, AND/OR EMOTIONAL DISTRESS AND DISCOMFORT.
IN NO EVENT WILL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, VENDORS OR SERVICE PROVIDERS AND/OR THEIR LICENSORS, OR OUR SUPPLIERS, BE LIABLE FOR PHYSICAL DAMAGES, BODILY INJURY, DEATH, PROPERTY DAMAGES, LOST TIME OR WAGES, AND/OR EMOTIONAL DISTRESS AND DISCOMFORT, OR DAMAGES ALLEGED TO HAVE ARISEN THROUGH THE USE OF THE SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, VENDORS OR SERVICE PROVIDERS AND/OR THEIR LICENSORS, AND OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO USD $100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
We reserve the right to change these Site Terms or any policy or guideline of the Service, at any time and in Our sole discretion, or to suspend, modify or discontinue Your access to, or the operation of, the Service or any portion thereof. Any changes or modification will be effective immediately upon posting of the revisions on the Service. Your continued use of this Service following the posting of its changes or modifications will constitute Your acceptance of such changes or modifications. Therefore, You should frequently review these Site Terms and applicable policies from time-to-time to understand the terms and conditions that apply to Your use of the Service. If You do not agree to the amended Site Terms, You must stop using the Service.
Please report any violations of these Site Terms to [email protected]
You may not assign Your contractual rights to, or under, this Agreement to any third party. Any purported assignment in violation of this section shall be void.
No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
If any provision of this Agreement is determined to be illegal or unenforceable, in whole or in part, then such provision will be enforced only to the extent permitted by law and the other provisions will remain fully effective and enforceable.
Choice of Law
This Agreement is made in and shall be governed by the laws of British Columbia without reference to conflicts of laws.
The parties irrevocably submit and consent to the sole and exclusive exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or State/Provincial courts in British Columbia. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or State/Provincial courts in British Columbia and to the laying of venue of any such suit, action or proceeding brought in any such federal or State/Provincial court in British Columbia.
You acknowledge and agree that any breach of Your obligations in this Agreement will cause irreparable harm to the Us, and Our licensor's, vendors or service providers. If You fail to abide by Your obligations in this Agreement, We shall be entitled to an injunction, specific performance or other equitable relief and no bond or other security shall be required from Us. The rights and remedies specified in this Agreement are in addition to, and not in substitution for, any rights or remedies of Us at law or in equity.
If a suit in law or in equity, is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of lawyers, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
If the performance of any part of this Agreement by Us is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, act of God or any other causes beyond the control of either party, We shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
This Agreement, together with attached exhibits, constitutes the complete and exclusive statement of the agreement between You and Us and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written.
Questions and Contact Information
Questions or comments about the Service may be directed to Us at the email address [email protected]