Tenantcube Terms of Service
Last Updated September 1, 2021
IMPORTANT – PLEASE READ CAREFULLY.
Tenantcube Inc., a federal Canadian corporation, ( “Tenantcube ” , the “Company ” , “we ” , “us ” or “our ” )operates the platform located at http://www.tenantcube.com (the “Platform ”).
The Platform provides a range of services that facilitate the provision of renter-related services as may be available from time to time, that may include property marketing, apartment listing, application and screening, communication, digital lease execution between Users, rental and utilities payment and self-service advertising (the “Service ”).
By clicking “SIGN UP” each User agrees with Company to be bound by these terms of service (the “Agreement”).
If a User is entering into this Agreement on behalf of a corporation or other legal entity, User represents that he/she has the legal authority to bind such entity to this Agreement.
You are not authorized to use this Platform unless you are at least 18 years of age and able to enter into legally binding agreements.
USER’S ACCEPTANCE OF THIS AGREEMENT IS A CONDITION OF USE; IF USER DOES NOTAGREE TO THIS AGREEMENT USER IS NOT AUTHORIZED TO USE THE PLATFORM.
In this Agreement:
“Company Parties ” means Company, its affiliates and their respective shareholders, and Company and its affiliates’ respective successors, assigns, consultants, agents, contractors, and all of the foregoing persons’ officers, directors, employees and independent contractors.
“Landlord ” means landlords, and property managers.
“Tenant ” means tenants and prospective tenants and residents of properties listed on the Platform.
“User ” or “you ” means a Tenant and / or a Landlord as the circumstances may indicate or require.
COMPANY IS NOT A PARTY TO ANY RENTAL TRANSACTION OR AGREEMENT
(a) The Platform is a Venue. The Platform serves as a venue for:
(i) Landlords to manage rental properties and relationships with Tenants by providing digital tools that allow Landlords to quickly and easily advertise rentalproperties, accept lease applications, screen Tenants, enter into leaseagreements, collect payments and manage Tenant communications andmaintenance requests; and
(ii) Tenants find homes and manage relationships with Landlords by providing digital tools that allow Tenants to submit lease applications, enter into lease agreements, pay amounts owing to Landlords and communicate with Landlords.
USE OF THE PLATFORM AND THE SERVICES IS AT USER’S DISCRETION AND RISK.
(b) Rental Transactions and Agreements. Company does not own or manage any properties listed on the Platform, nor can we contract for, any rental property listed, tracked, stored, or otherwise managed on the Platform. While Company provides the Platform and Services enabling Users to engage in described activities, Company is not involved in any way in the transactions or agreements other than the provision of the Services, except for transactions for services expressly entered into between Company and Users. User agrees that Company will not be liable under any circumstances for the content or enforcement of any lease, rental transactions or other agreements entered into between Users, or for any other interactions or matters between Users.
(c) Disclaimer. All notices, leases, rental agreements and related documents made available by Users to other Users on or through the Platform, or that may be generated as a Third Party Service on or through the Platform, are not legally reviewed, endorsed or approved by Company and are used by User at the sole risk of User. Tenantcube makes no representation or warranty concerning the enforceability of agreements signed or exchanged by electronic means through tools or functions made available on or through the Platform.
USER SHOULD SEEK LEGAL ADVICE BEFORE UTILIZING OR ENTERING INTO ANY AGREEMENTS OR OTHER DOCUMENTS OR RELYING ON ANY INFORMATION MADE AVAILABLE THROUGH THE PLATFORM. COMPANY DOES NOT PROVIDE LEGAL ADVICE OR ANY ADVICE CONCERNING ANY LEGAL DOCUMENTS OFFERED BY A USER TO ANOTHER USER, INCLUDING LEASE OR RENTAL AGREEMENTS.
(d) Applicable Laws. Users agree that they are responsible for, and agree to abide by, all laws, rules, and regulations applicable to their use of the Platform, their use of any tool, service or product offered on the Platform and any transaction or agreement they enter into on the Platform or in connection with their use of the Platform. Users further agree that they are responsible for and agree to abide by all laws, rules and regulations applicable to the advertising and listing of their rental property and the conduct of their rental business, including any and all laws, rules, regulations or other requirements relating to taxes, credit cards, data and privacy, permits or license requirements, zoning ordinances, safety compliance and compliance with all anti-discrimination and fair housing laws, as applicable.
(e) Compliance with Government Investigations. You acknowledge that, even though we are not a party to any rental transaction or agreement and assume no liability for legal or regulatory compliance pertaining to rental properties listed on the Platform, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to your listing in order to comply with governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with or disregard such obligation in our sole discretion.
SERVICES AND ACCOUNT REGISTRATION
(a) User Account. Access to the Platform is granted by way of a unique user account created by completing the registration forms (the “User Account”). Users agree to (i) provide true, accurate and current information as prompted by the registration form and (ii) maintain and update such information to keep it true, accurate, current, and complete at all times. User agrees not to allow others to utilize its User Account. Company reserves the right to delete a User Account and refuse any and all current or future use of the Platform (or any portion thereof) without notice if User is found to have misrepresented the User’s age, identity, or any other information submitted in connection with the User Account or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current.
(b) Login Credentials. Each User Account requires a name, email address and secret password, as well as other security and authentication methods that may be made available (the “Login Credentials”). User is responsible for maintaining the confidentiality of your Login Credentials and for all activities that occur under your Login Credentials. User agrees not to (i) disclose User’s Login Credentials to anyone; not to use anyone else’s Login Credentials other than its own; or (ii) attempt to gain control of anyone else’s Login Credentials. User agree to (i) notify Company if User’s Login Credentials are compromised in any way, including the unauthorized use of Login Credentials or any other breach of security related to a User Account; (ii) immediately change User’s password if the Login Credentials are compromised in any way; and (iii) ensure that User fully logout from your User Account at the end of each session. User acknowledges and agrees that (i) Company will not have any liability to any User for any unauthorized use or transaction made using any Login Credentials and (ii) Company will not be liable for any loss or damage arising from User’s failure to comply with this section.
(c) Services. User may subscribe to the various Services made available to Users through the Platform from time to time and Company will, in consideration of User’s payment of the charges specified in this Agreement and subject to the terms of this Agreement, provide the Services. Company reserves the right to make changes to Platform and/or its Services (including to impose limits on certain features or services) at any time in its sole discretion without notice.
(d) Support. Company will provide support to User during Company regular business hours comprised of: (a) answering of general questions concerning the Platform and Services and User’s use of same; (b) using commercially reasonable efforts to correct Platform or Services problems and errors. Support is provided primarily through the use of web-based chat, email and/or telephone as made available by Company from time to time. Support does not include any changes or customizations to the Platform or Services.
(e) Service Level. Company intends to operate the Platform and provide the Services on a continuous basis other than during any maintenance period and when access to the Platform is suspended for technical or emergency (including security) reasons. However, there may be other times when the Platform and Services may not be available, and Company retains the right to make the Platform and Services unavailable from time to time for any reason and User agrees that Company will not be liable for any damages arising from any interruption, suspension or termination of Platform or Services availability.
ACCESS AND USE
(a) Acceptable Use. Company encourages all Users to be responsible in their use of this Platform. All transactions entered into as a result of either listing a property or renting a property are to be conducted in a respectful and non-discriminatory manner. All Users should act in a manner that encourages honest dealings with one another. Use of the Services is subject to all applicable laws and regulations, as well as applicable terms of any Third Party (as defined below) integrated with the Service or Platform, and you are solely responsible to ensure that your use of the Services complies therewith.
(b) Limited License to Use the Platform. Subject to your compliance with this Agreement, you are granted a limited, revocable, non-exclusive and non-transferable license to access the Platform and make use of the Services, solely for the purpose of the activities and purposes described in this Agreement or for any other purpose clearly stated on the Platform, all in accordance with the Agreement. Any use of the Platform that is not for one of these purposes or otherwise in accordance with the Agreement is expressly prohibited.
(c) Unauthorized Use. Unauthorized uses of the Platform include, without limitation, those listed below. You shall not (and shall not allow any third party to):
(i) Engage in commercial use of the Platform or any content on the Platform not provided by you, except for the purpose described in this Agreement;
(ii) Copy, reproduce, upload, republish, distribute, perform, post, display, offer for sale, license, modify, create derivative works, transmit or otherwise use any part of the content on the Platform in any form whatsoever other than your own use;.
(iii) Remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or in or on any content or other material obtained via the Platform;
(iv) Use any robot, spider, scraper, another automatic device, manual process or other data gathering and extraction tools to monitor, copy, or keep a database copy of the content of the Platform, including any information about Users, or any portion of the Platform, unless you are doing so for the sole purpose of displaying hyperlinks to the Platform by way of a general purpose internet search engine that uses tools to gather information;
(v) Collect, aggregate, copy, scrape, duplicate, display or derivatively use the Platform;
(vi) Use any device including, but not limited to, a frame, border environment or other framing technique to reproduce any portion of the Platform on your website;
(vii) Use the Platform or post or transmit information that is in any way false, fraudulent, or misleading, including making any reservation or inquiry under false pretenses, or taking any action that may be considered phishing or that would give rise to criminal or civil liability;
(viii) Deep-link to any portion of the Platform without our express written permission;
(ix) Modify, translate into any language or computer language, or create derivative works from, any content or any part of the Platform
(x) Transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature;
(xi) Reverse engineer any part of the Platform;
(xii) Sell, offer for sale, transfer, or license any portion of the Platform in any form to any third parties;
(xiii) Use the Platform and its inquiry functionality other than to advertise and/or research rentals, to make legitimate inquiries to Users or any other use expressly authorized on the Platform;
(xiv) Post or transmit any unwanted communications to other Users including, unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic, or profane material or “spam”;
(xv) Violate, plagiarize, or infringe the rights of us or third parties including, without limitation, copyright, trademark, patent, trade secrets, rights of publicity or privacy or any other intellectual or proprietary rights; or
(xvi) Use or access the Platform in any way that adversely affects or could adversely affect the performance or function of the Platform or any other system used by us or the Platform
(d) Equipment not Included. Company is providing you with information and functionality of the Platform, with the exception of the information provided to you by Third Parties (as defined below). You are responsible for providing all equipment necessary to establish a connection to the Internet, access to the Internet, and any telephone, wireless or other connection and service fees associated with such access.
SERVICES NOT PROVIDED
You acknowledge and agree that we do not provide the following services through the Platform and bear no responsibility or liability for the following activities:
(a) Lease transactions;
(b) Legal, brokerage, insurance, or other related professional service or advice;
(c) Tenant background screening;
(d) Lease transactions;
(e) Credit score and report screening; or
(f) Verification, inspection, screening or pre-approval of rental properties.
(a) Third Party Communications. The Platform may allow User to communicate with third parties on or through the Platform, including advertisers, insurance brokers, payment processing vendors and other service providers (the “Third Party”). Company is not responsible or liable under any circumstances for (i) the content of any communications sent to or from a Third Party to a User through the use of the Platform (“Third Party Communications”); (ii) any Third Party’s failure to communicate with User. User agrees that all issues or concerns, technical or otherwise, with Third Party Communications will be addressed by contacting the Third Party directly and not through Company.
(b) Third Party Services. In addition to Third Party Communications, the Platform may allow User to connect with a Third Party in order to sign up for, purchase goods and/or services from or participate in promotions of a Third Party (“Third Party Service”). You acknowledge and agree that the provision of any Third Party Service provided solely by the applicable Third Party, and not Company, and is subject to the terms and conditions of such Third Party (“Third Party Terms”). Company is not a party to any Third Party Terms and shall have no liability, obligation, responsibility or duty for any such purchase or promotion between you and any such Third Party. Use of any Third Party Service is solely at User’s risk.
(c) Contractors. User acknowledges and agrees that Company may operate the Platform and provide portions of its Services and store content and data (including User Content and User account information) using services, infrastructure and software provided by a Third Party (“Third Party Contractor”), which may be located in a jurisdiction outside of User’s jurisdiction. User agrees to comply with any policies and terms of a Third Party Contractor that are applicable to User and of which Company provides User with notice.
(b) Responsibility for User Content. User acknowledges that Company does not independently evaluate, investigate, or otherwise conduct any due diligence regarding any User Content provided by other Users and Company has no liability to User for any damage or loss concerning the accuracy of User Content or User’s access to, or use of, or reliance on, any User Content. All User Content is the sole responsibility of the User from whom such User Content originated. Company disclaims any and all liability relating to the User Content. All User Content is used by User at its own discretion and sole risk.
(c) User Content Details. User represents and warrants that all User Content made available to and through the Platform is: (i) true, accurate and current; (ii) does not and will not, directly or indirectly, infringe, violate or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (iii) provided in compliance with all applicable laws, regulations, regulatory guidelines, policies and codes and industry guidelines, policies and codes.
(d) Landlord Warranties. Landlord Users represent and warrant that: (i) they own and/or have the necessary rights and authority to offer to rent properties listed on the Platform; (ii) that such rental properties are accurately described on the Platform; and (iii) that it has not failed to disclose material information about a rental property.
(e) Company License to User Content. User retains all pre-existing rights in the User Content. Each User grants Company (inclusive of any third party authorized by Company in connection with the operation of the Platform and performance of the Services) a non-exclusive, transferable, irrevocable, fully paid up, royalty free and worldwide license to reproduce, copy, perform in public, communicate to the public by telecommunication, disseminate, display, publish, translate, adapt, modify, synchronize with other content and materials, process, store and otherwise use such materials for the purpose of operating the Platform and performing the Services, and inclusive of promoting the Platform and Company. User hereby waives all moral rights (and all other rights of a like or similar nature) that User may have in the User Content in favor of Company (and any third party authorized by Company to use such User Content).
(f) Right to Request Additional Information. Company has the right, but no obligation, to request additional information from User as Company may deem necessary to verify User’s compliance with this Agreement.
(g) Right to Remove or Refuse Content. Company reserves the right to remove or decline to post to the Platform any User Content that violates the terms of the Agreement or for any other reason that Company determine, in its sole discretion, presents a legal or security risk to Company, other Users or other persons. Company will not be liable for any damages arising from, and will not provide any refund of payments made under this Agreement in connection with, Company’s removal of any User Content or Company’s refusal to post any User Consent in accordance with this Subsection (g)
(a) Payments Between Users. Any payments submitted by Tenants to Landlords for rental payments, rental deposit, or any other service or transaction are for services provided by the Landlord or another party separate from Company. Payment amounts are determined solely between Tenants and Landlords. While Company provides the Platform through which activities are facilitated, Company is not liable for, party to, or responsible for those transactions even though Company may receive a commission from such payments. User agrees that issues or concerns, including non-receipt of payment, any discrepancy in payment amounts, or delays in payment, will be addressed by contacting the relevant Tenant, Landlord or Third Party.
(c) Company Charges. Company may impose a transaction charge for certain Services. Such charges will be deducted from fees or rent. Company transaction fees are disclosed to the responsible User at the time of registration or payment of the application fee.
(d) Landlord Charges. Landlord may elect to impose a charge in connection with services offered to Tenant through the Platform. Such charges will be deducted from fees or rent. Landlord transaction fees are either included in rent charged by Landlord to tenant or if charged separately disclosed to Tenant at the time of application or payment of the application fee or rent.
CHANGES TO AGREEMENT
(a) Right to Change the Agreement. Company reserves the right, in its sole discretion, to amend this Agreement, in whole or in part, at any time. The most current version of this Agreement will always be posted on the Platform and prior versions remain available for review on the Platform or request.. If the terms of this Agreement are revised, Users will be required to agree to the updated Agreement the next time the User logs in to the Platform. If User does not agree to the revised Agreement, User will not be permitted to continue accessing the Platform and use the Services. This Agreement cannot otherwise be amended or modified.
(b) IF ANY CHANGE IS NOT ACCEPTABLE TO USER, USER’S SOLE AND EXCLUSIVEREMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE PLATFORM AND SERVICES.
User agrees to defend (at its sole cost and expense), indemnify and hold Company and the other Company Parties harmless from and against any claims, liabilities, losses, costs, damages or expenses including reasonable legal fees and costs, directly or indirectly, arising out of or in anyway relating to: (i) User’s access to or use of the Platform and Services; (ii) claims asserted against a Company Party by another User or Third Party arising as a consequence of User’s act, omission or conduct in relation to the use of the Platform and Services, or a Third Party Service, or any activities ancillary thereto; (iii) User Content including any claim by a Third Party that the display or other use of User Content infringes the intellectual property or other rights of a third party; (iv) claims, actions or proceedings asserted against a Company Party (including by a governmental or regulatory authority) due to or arising as a consequence of User’s breach of this Agreement or applicable law. Company shall have the right, in its sole discretion, to participate in the defense of any Third Party claim. User will not, without the prior written approval of Company, settle, dispose or enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against User, if such settlement or resolution results in any obligation or liability for or admission of wrongdoing by Company.
DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ANDPLATFORM CONTENT IS PROVIDED “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” AND AT THE USER’S SOLE RISK.
OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESSOR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE PLATFORM, SERVICES OR PLATFORM CONTENT: (I) IS FIT FOR A PARTICULAR PURPOSE; (II) DOES NOT INFRINGETHIRD PARTY RIGHTS; (III) IS ACCURRATE OR ERROR FREE OR WILL MEET THE NEEDSOR REQUIREMENTS OF USER; (IV) WILL ALWAYS BE AVAILABLE, ACCESSIBLE,UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.
NO ADVICE OR INFORMATION OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM COMPANY OR FROM ACCESS TO OR USE OF THE PLATFORM ORSERVICES OR USER CONTENT, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
LIMITATION OF LIABILITY
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR FOR ANY OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, OR FOR LOSS OF OR DAMAGE TO DATA INDIRECTLY ARISING OUT OF OR RELATED TO THE PLATFORM OR SERVICES OR ANY CONTENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO COMPANY.
(b) IN NO EVENT SHALL COMPANY AND THE OTHER COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY AND ALL CLAIMS, THE PLATFORM, PLATFORM CONTENTAND ANY SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHERTHEORY OF LIABILITY, EXCEED THE LESSER OF (I) ANY FEES PAID BY THE USER TO COMPANY FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (II) FIVE HUNDRED DOLLARS (CDN$500.00).
Release. Each User hereby waives any recourse to, or against Company and other Company Parties, and hereby forever releases and discharges all Company Parties of and from any and all claims, demands, damages, liabilities, losses, costs and expenses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, which User ever had, may now have, or may hereafter have against the Company Parties, arising out of or in any way connected with: (i) any User Content; (ii) any Third Party Service; and (iii) any agreements, disputes or other matters or any kind or nature arising between Users, including in relation to the rental or lease of properties and related matters (including payment) between Users.
(c) Limitation on Actions. No action arising out of this Agreement may be brought by User more than one (1) year after the date on which the cause of action has accrued
COMPANY INTELLECTUAL PROPERTY
(a)Platform. The Platform and Services, inclusive of all technology, software and other intellectual property, are the sole and exclusive property of Company and its licensors. Other than the limited rights to use the Platform and the Services granted to User, Company reserves all rights in and to the Platform and Services and no implied rights or licenses are granted.
(b) Platform Content
Ownership / License to Platform Content. “Platform Content” means all data, information, content, blogs, articles, newsletters, videos, guides, tools and materials displayed or accessible through the Platform exclusive of User Content. All Platform Content, and all intellectual property rights in and to Platform Content, is solely and exclusively owned by Company or its licensors. Company grants User a limited, non-exclusive, non-transferable, personal and revocable license to access and view Platform Content for User’s own personal purposes.
Restrictions. Except for the limited rights granted above, no rights or licenses to Platform Content is provided to User. For certainty, User may not adapt, translate, modify, use, redistribute, sublicense or otherwise make Platform Content available to any other person.
Reservation. Company reserves all rights in and to Platform Content not expressly licensed to User and no implied rights or licenses are granted.
(c) Tenantcube Marks. The Tenantcube name, Tenantcube logo and other trademarks, trade names, or service marks related to the Platform and Services displayed on the Platform are the trade-marks of Tenantcube (“Tenantcube Marks”). User is not authorized to use or display the Tenantcube Marks, without the express prior permission of Tenantcube. Ownership of all Tenantcube Marks and the goodwill associated therewith remains with Tenantcube. All other trademarks are the property of their respective owners.
User is responsible for its compliance with all applicable privacy laws and covenants that all personal data and information provided to Company or uploaded to the Platform and the Services is provided in compliance with all applicable laws.
Company has implemented security policies and practice that are designed to protect the security and integrity of the Platform and Services and data, content and messages submitted to the Platform and Services by Users. User is solely responsible for implementing security safeguards to protect it when accessing and using the Platform and the Services, including to take precautions against viruses, worms, trojan horses and other items of a disabling or destructive nature. User acknowledges that data transmission over the Internet or other communication systems utilized cannot be guaranteed to be completely secure and there is always some risk that an unauthorized third party could thwart security measures, including by intercepting transmissions. Company does not guarantee the security of communications and data provided or transmitted through or stored within the Platform or the Services.
TERMINATION AND SUSPENSION
(a) Cause. Company may immediately terminate this Agreement or, without limiting its other rights and remedies suspend, User’s access to the Services without notice if User fails to comply with any provision of this Agreement. In the event that Company terminates or suspends User’s access to the Services or this Agreement under this Section, User understands and agrees that User will not receive a refund of, or credit for, any fees paid.
(b) Other Termination. Company reserves the right to terminate this Agreement or suspend or terminate User’s access to the Platform and/or any Services with or without notice, to User for any reason whatsoever. In the event that Company terminates or suspends the User’s access to the Services or this Agreement under this Subsection (b), User will receive a pro-rata refund of any prepaid fees paid to Company for which Services have not been provided. Company shall not be liable to User or to any third party for any suspension or discontinuance of the Services or the Platform, including on account of any expenditures or investments or other commitments made or actions taken in reliance on the expected continuation of the Services or Platform.
(c) Termination by Users. User may cease to use the Services at any time subject to the terms of this Agreement concerning the payment of fees.
(d) Effects of Termination. In the event of a termination of the Agreement:
(i) Company shall cease performing the Services and User’s access to the Platform and licenses to Platform Content shall terminate;
(ii) User will remain obligated to make any payments due hereunder which remain unpaid;
(iii) Company will provide the User with thirty (30) days to retrieve any User Content it has placed on the Platform; User Content may be archived by Company and archived data can be deleted on request of User to Company.
You hereby represent and warrant to Company that (i) you have all the requisite power and authority, corporate or otherwise, to enter into the binding contract created by this Agreement, conduct yourself and/or your business and to execute, deliver, and perform all of your obligations under this Agreement; (ii) you have the right to submit and use any User Content that you submit in the manner you have done so to or through the Platform and/or through your User Account; (iii)you have the right to grant the permissions granted under this Agreement; (iv) your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which you are currently bound or will become bound in the future; and (v) your performance under this Agreement will comply with all applicable laws, rules and regulations.
(a) Governing Law. This Agreement shall be governed by the laws of the Province of Ontario without regard to any conflict of law principles which would cause the application of any other law. User hereby submits to the exclusive jurisdiction of the Ontario courts for any dispute arising out of the Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
(b) Entire Agreement. The Agreement constitutes the entire and exclusive understanding and agreement between User and Company with respect to its subject matter and supersedes any and all prior or contemporaneous marketing materials, agreements or understandings, written and oral, between User and Company relating to the subject matter of the Agreement.
(c) Relationship. This Agreement is not to be construed as creating any partnership, agency(except as expressly provided) relationship, employment relationship or any other form of legal association or entity that would impose liability upon one party for the actions or failure of the other. The parties are independent contractors.
(d) Assignment. User may not assign or transfer this Agreement or any of its rights hereunder, or delegate any of its duties hereunder, in whole or in part, without the prior written consent of Company. Any attempted assignment or delegation in violation of this Section will be null and void and of no force or effect. Company may assign this Agreement freely at any time without notice.
(e) Waiver. Failure to exercise or enforce any right or provision shall not affect Company’s right to exercise or enforce such right or provision at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
(f) Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of the Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of the Agreement shall be valid and enforceable to the extent granted by law.
(g) Notices. All notices which may be provided in accordance with this Agreement, shall bein writing and shall be duly provided for if the notice is remitted to its addressee by prepaid courier, registered or certified mail, or e-mail, if to Company to the address listed on the contact portion of Platform, and if to User to the address set out on its profile included in the User Account. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or if by e-mail the first business day after the date received unless the sender receives a notice of delivery failure in which case another permitted method of notice will be used.
(h) English Language. It is the express wish of the parties that this Agreement be drafted in English. (The following is a French translation of the preceding sentence: Si le pays deservice est le Canada, les parties conviennent que la présente autorisation et tous lestermes et conditions applicables s'y rattachant soient rédigés en anglais.) Company may at its discretion, make available translations of this Agreement, but the English version will prevail.
(i) Force Majeure. Company shall not be liable for any failures or delay in the performance of its obligations hereunder caused by an event beyond its reasonable control, including acts of God, User acts or omissions, Third Party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or outages, pandemics, epidemics, flood, earthquakes, riot, or war.
(j) Interpretation. In this Agreement: (i) the division of this Agreement into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement; (ii) “including” means “including without limitation”, and “includes” means “includes, without limitation”; (iii) unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders; (iv) if any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a business day, then such payment or action will be made or taken on the next business day; (v) any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time; (vi) all Company stated rights and remedies are not exclusive and are in addition to any other available rights and remedies.