Terms of Service

Last updated: January 2nd, 2022

This Terms of Service (“TOS”) is entered into between you and Inbox Done Ltd. (“Company”) and applies to the InboxDone.com and its subdomains (the “Website”) and any product or service provided by the Company (altogether, the “Service”).

BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TOS.

IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THE ORGANIZATION TO THE TOS AND ARE AGREEING TO THE TOS FOR THAT ORGANIZATION.  WHERE YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, “YOU” AND “YOUR” REFER TO THE ORGANIZATION.

1. SUBSCRIPTION; ACCESS

1.1 Service Scope; Subscription. The Service includes email management services, including the appointment of an email inbox assistant (“IA” or “IAs”) and design of a personalized email management system to reply, filter and follow up on emails (“Inbox Management Services”). Company hereby grants you a limited, non-transferrable, subscription to access and use the free portions of the Website and paid portions of the Service pursuant to a paid subscription, in each case subject to the TOS (“Subscription”). Company reserves the right to modify the price, features or options included in the Service from time to time upon 14 days prior notice.

1.2 Age of Access. You must be at least 18 or the age of majority in your jurisdiction (whichever is older) in order to use the Service and you represent and warrant that you have the right and authority to enter into and comply with this TOS.

1.3 Accounts and Login Information. Access to certain portions of the Service requires registering an account with Company (each, an “Account”).  Following Company’s verification of your identity (if required by Company), you shall select a username and password (“Login Information”) for your Account. You are responsible for managing and ensuring the security, confidentiality and authorized use of your Account’s Login Information and are prohibited from sharing your Login Information or your Account.  Company strongly recommends that you keep Login Information confidential, and you shall notify Company promptly of unauthorized access or use of your Account.  If Company, in its sole discretion, considers your Account to be unsecure or to have been accessed or used inappropriately, then Company may immediately cancel and terminate your access to the Account without any notice to you.

1.4 Handover Period.  Inbox Management Services shall be subject to a training period, during which time, you and Company shall collaborate through the sharing of feedback in order to refine the provision of Inbox Management Services to meet your specific needs (“Handover Period”).

2. SUBSCRIPTION FEE

2.1 Determination of Subscription Fee.  During the Handover Period, Company shall charge its “Standard Plan” or similar offering to cover onboarding costs and to ensure that the Inbox Management Service is best configured for your needs.  During the Handover Period, Company shall evaluate the hours needed to effectively manage your inbox(es) and may adjust the monthly Subscription type and Subscription Fee accordingly, such adjusted Subscription Fee to take effect at the end of the Handover Period. You may choose to pay the adjusted Subscription Fee selected by Company, or terminate the paid Subscription pursuant to Section 2.4, with effect at end of the Handover Period. 

2.2 Subscription Fee.  You shall pay Company a 30-day period, recurring, non-refundable subscription fee, which varies based upon the particular Subscription type selected by Company (altogether, the “Subscription Fee”).  The start date for the Subscription Fee is charged in advance on the day of the month in which your paid Subscription commences (or such other date agreed to by the parties).  The Company may increase the Subscription Fee upon at least 14 days’ notice, such increase to take effect on the subsequent Subscription Fee billing cycle. Current Subscription types and Subscription Fees are detailed on inboxdone.com/pricing. Every 12 months, your current Subscription Fee will be subject to an annual cost-of-living increase distributed directly to IAs that is related to the inflation rate.

2.3 Upgrading or Downgrading.  Your Subscription type may be upgraded by paying an additional Subscription Fee (prorated to the date of the month in which you upgraded and payable on the subsequent Subscription Fee billing cycle) or downgraded upon Company approval of your downgrade request but the Subscription Fee paid for downgraded Accounts is nonrefundable for the month in which you downgraded (with the downgraded Subscription Fee taking effect on the subsequent Subscription Fee billing cycle).  Notwithstanding the foregoing, if Company rejects your downgrade request, you may choose to continue your current Subscription or terminate your Subscription pursuant to Section 2.4.

2.4 Cancellation.  You may cancel a paid Subscription by providing Company at least 14 business days written notice (seven business days during the Handover Period) to support@inboxdone.com, with “Cancellation” as the subject line or communicating your cancellation over a call to +1 (209) 732-6344. If you fail to timely cancel your paid Subscription during the Handover Period you are deemed to have accepted the Subscription Fee proposed by Company.  Upon cancellation: (a) you remain liable for all charges accrued up to the date of cancellation and you shall not receive a refund for any Subscription Fee already paid; and (b) access to your paid Subscription and Account automatically terminate and all associated data, to the extent held by Company, deleted.

2.5 Payment.  You shall provide Company with a form of payment and corresponding payment information (for example, bank account or credit card information) acceptable to Company. You shall immediately notify Company of any inaccuracies to payment information. Company, or any third party acting on Company’s behalf, is authorized and has the right to automatically charge the Subscription Fee on a recurring monthly basis.  The Subscription Fee excludes applicable taxes, which Company charges as required by the laws of your jurisdiction and that you shall pay. For example, if your company is based in Canada, HST will be added to each recurring invoice according to the province in which you reside.

2.6 Failure to Pay.  Failure to timely pay the Subscription Fee for a five day period shall result in Company ceasing to offer Inbox Management and other paid Services to you until this TOS is terminated or you pay all Subscription Fees in arrears.  The Company reserves the right to charge interest on any overdue Subscription Fee.

2.7 Bonuses.  If you wish to give one or both of your IAs an ad hoc bonus or monetary gift at any time during your Service separate from your monthly subscription fee, all funds must be billed through the Company. IAs will receive the full amount of the bonus as stipulated by you the Client.

3. INBOX MANAGEMENT SERVICES

3.1 IA Selection.  Company shall select an IA to work with you.  Before sharing any login details, Company shall share background information about the IA and schedule a formal videoconference introduction between IA and you. In the unlikely event that your IA is not able to continue their role, the Company shall assign another IA to your inbox, such assignment subject to this Section 3.1.

3.2 IA Onboarding.  Company shall train, vet and screen your IA, who shall learn, adhere to and implement your inbox practices based on the training and instructions that you provide. The Company shall closely monitor all IAs and follow all reasonable instructions/rules provided by you regarding the specificities of your inbox.

3.3 IA Availability.  You will be assigned two IAs so that one IA may cover the absence of the other. IAs generally work year-long, however, infrequent circumstances may make your IAs temporarily unavailable. If no more than two of your weekdays off are needed, your IAs may opt to work on your Saturday and Sunday, instead of your weekday. If more than two days of leave are required, your IAs shall communicate with you directly and make preparations for their absence. For leaves of absence exceeding two days (generally no more than one week), Company, pursuant to Sections 3.1 and 3.2, may select an additional IA (only with your approval) to prevent a lapse in your Inbox Management Services if alternative IA is unavailable to cover the other IA’s leave of absence. Subscriptions are charged based on the number of hours logged, not on the number of IAs working, so no refunds are issued for an IAs leave of absence. Credit can only be issued if your other IA is unable to cover the hours the absent IA would have worked. If you request a permanent IA replacement, your alternative IA will complete the current billing cycle’s hours until a replacement IA is provided. No refunds or credits are available if your alternate IA is available to cover all hours. If the alternative IA is unable to log all hours associated with your subscription plan, the daily leave value of any remaining hours shall be debited to your account on the subsequent Subscription Fee billing cycle (not including holidays in Section 3.4). No more than two replacement requests can be made within your first 12 months, after which time no replacement requests can be made unless one of your IAs is voluntarily exiting the account.

3.4 IA Holidays.  Although Company is Canadian based, many IAs are United States based. As such Company and IAs observe certain United States federal holidays.  No paid Services shall be available during holidays. IAs may observe holidays according to their local time. Where a holiday falls on an IA’s weekend, the holiday may be observed on the closest IA’s weekday.  Your IA may create relevant autoresponders to operate in your inbox on holidays.  Subscription Fees are unaffected by whether or not your IA decides to observe each holiday. If an observed holiday falls on a weekend, the holiday will be observed on the prior or subsequent week day instead. The holidays are as follows:

a. New Years Day (January 1 or 2);

b. Memorial Day (last Monday in May);

c. Independence Day (July 3 or 4);

d. Labor Day (first Monday in September);

e. Veterans Day (November 11);

f. Thanksgiving Day (fourth Thursday in November); and

g. Christmas Day (December 24 or 25).

3.5 Acknowledgement.  You bear ultimate responsibility for instructing Company on the design and delivery of Inbox Management Services and you acknowledge and agree that:

a. all links, content and messages sent through your inbox are your sole responsibility, whether sent by you or IAs and you are solely responsible for evaluating and bearing all risks relating to the use thereof;

b. when you include links to any other websites in an email, or instruct an IA to do so, you are solely responsible for evaluating and bear all risks associated with the use of third party links and in no circumstance is Company liable for any link or content accessible therefrom, or any loss or damage incurred as a result of any link emailed or otherwise made available by you;

c. the quality of Company’s delivery of Inbox Management Services is dependent upon the quality of the relationship and communication between you and the IA.  Company and its IAs are not responsible for emails generated through the Inbox Management Service;

d. with respect to your Inbox Management Services using Gmail or similar applications, you are solely responsible for segregating your personal information from any synced applications (such as your Youtube viewing history, Google Chrome browsing history, Google Calendar entries, Google Tasks entries, Google Keep notes, etc.) from your inbox.

e. Company recommends that you use a separate email account for personal use as you are solely responsible for removing any personal information and synced applications that may be in your inbox; and

f. the Company and IAs make no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any messages or content sent through your email.

3.6 Knowledge Base.  To ensure management of your inbox without an IA, Company shall provide written operating procedures required to manage your inbox (“Knowledge Base”).

4. TERM AND TERMINATION

4.1 Term.  Unless otherwise specified in writing by Company, this TOS is effective beginning on the date accepted (the “Effective Date”) and continues until terminated (the “Term”).

4.2 Suspension.  Company reserves the right to suspend or otherwise restrict access to your Account without notice if Company believes you are in breach of any term of the TOS.  In the event that the Services are restricted or suspended, Company is not liable to you or any third party for any loss arising from such action.  Company has sole discretion to lift a suspension or reverse restricted access.

4.3 Termination.  The Term terminates upon the earliest of:

a. your failure to timely pay any amount due and owing and failure to remedy non-payment within seven days after receipt of notice for amounts overdue by 14 days;

b. your non-compliance with the TOS and failure to remedy such non-compliance within seven days after receiving notice;

c. at your option, pursuant to Section 2.4;

d. immediately, upon Company ceasing to offer the Service and that may occur at any time without notice; or

e. in the case of a Subscription to access free aspects of the Website, at your option upon written notice delivered to support@inboxdone.com or communicating your cancellation over a call to +1 (209) 732-6344.

4.4 Effect of Suspension, Termination. Unless otherwise specified in the TOS, where the Subscription is terminated or suspended, you are not entitled to a refund of any kind and does not release you from any obligation to pay the Subscription Fee.  Upon termination, Company and IA shall cease to provide Inbox Management Services or to otherwise access your inbox.  You may continue to access the Knowledge Base if downloaded prior to termination.

5. YOUR ACCESS TO THE SERVICE

5.1 Authorized Use.  During your use of the Service, you may not:

a. knowingly provide false or inaccurate information to Company;

b. decompile, disassemble or reverse engineer the Service;

c. alter, change or circumvent security related aspects of the Service;

d. export or share versions of the Service (or parts of the Service) outside the Service (including through any project or job postings);

e. use any automated system (bot, spider, etc.) to access the Service;

f. reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;

g. break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience of the Service or knowingly exploit a flaw or bug in the Service;

h. store or transmit material that is infringing, libelous, unlawful or in violation of any person’s rights or a group of people’s rights;

i. use the Service to provide information or data to a competitor of Company;

j. harass, abuse, stalk, threaten or impersonate any person or group of people, including any Company contractor, employee or agent;

k. use hate speech, hate terms, racist speech, racist terms or any other words or symbols that signify hate towards any person or group of people, including derogatory comments against women or minorities;

l. use the Service to promote or facilitate escort services, encounter clubs or pornographic products or services;

m. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by the Company in writing;

n. promote, encourage or undertake illegal activity;

o. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information; or

p. distribution of anything containing a computer virus or any code, file or software program, as determined by Company in its sole and absolute discretion.

5.2 Your Representations and Warranties.  You represent and warrant that: (a) all information provided to Company during Account registration and onboarding process is accurate; (b) you have authority to grant Company and IA access to your inbox; and (c) you have authorization to make payments using the payment details you provided to Company. You agree to provide Company with documents to verify your identity and personal or business details upon request. Any information that Company collects from you is subject to Section 6.1 and Company’s Privacy Policy.

5.3 Privacy Policy and Privacy Law Compliance.  Your use of the Service is governed by a Privacy Policy detailing how Company collects, uses and discloses personal data about you, and is available at inboxdone.com/privacy-policy/.  By agreeing to the TOS, you represent and warrant that your use of the Service complies with applicable privacy laws and are permitted to share the personal data that you share with Company.  If at any time you disagree with the Privacy Policy, you must immediately stop use of the Service and contact Company at support@inboxdone.com or communicating your disagreement over a call to +1 (209) 732-6344.

5.4 Promoting a Safe and Inclusive Workplace.  You shall provide a work environment for your IA that is free from discrimination, harassment, abuse of authority, or bullying (“Violation”), and shall not retaliate against any person, who in good faith, reports a possible Violation to either Company or relevant persons. Such Violation can range from extreme behaviours to less obvious acts, including but not limited to: threats of violence, race based harassment, ridiculing, teasing, cyber-harassment, microaggressions, insensitive jokes, sexual advances, verbal abuse, sharing graphic or pornographic materials, or other forms of hostility or harassment.

6. CONFIDENTIALITY; RESTRICTIONS

6.1 Scope of Confidential Information.  In connection with the Service, Company and IAs may receive confidential information not known or available outside of you, including but not limited to personal information (as defined in applicable privacy laws), business information and other non-public information (collectively, “Confidential Information”).  Notwithstanding the above, Confidential Information excludes: (a) any information generally available to the public (otherwise than through any act or omission of Company or IAs); (b) any information obligated to be disclosed by law; and (c) any information known by Company or IAs prior to the Effective Date or obtained from a third party who is not under a confidentiality obligation to you and who has not received such Confidential Information from another in breach of a duty of confidentiality.

6.2 Non-Disclosure.  Company and IAs shall not disclose or use Confidential Information for any purpose other than to provide the Services requiring use of Confidential Information.  Company parties shall not disclose any of your Confidential Information, except to its employees, contractors or agents on a need-to-know basis and only if such employees, contractors or agents agreed to similar confidentiality terms.  If Company becomes aware of any unauthorized disclosure or use of Confidential Information, Company shall promptly notify you of such disclosure or use.  Company acknowledges and agrees that no rights or licenses to Confidential Information are granted or implied by this TOS.

6.3 Non-Solicitation.  During the Term and for a period of 12 months immediately following the end of the Term, you shall not knowingly, directly or indirectly, on your own or on behalf of a third party, hire, retain or solicit any employee, contractor, IA, or customer of the Company about whom you became aware of, or with whom you had contact, over the course of the Term.

6.4 Buyout Fee.  If you wish to engage the services of your IA outside the Service, you shall:

a. provide notice to Company that you wish to engage the IA outside the Service;

b. receive written approval of Company to waive Section 6.3, which Company may withhold in its sole discretion;  

c. pay to Company $12,000.00 USD (“Buyout Fee”), which is separate from and in addition to any Subscription Fees due to Company, due following Company’s provision of approval pursuant to 6.4(b);

d. provide for a 120 day transition period, which may be waived or reduced at Company’s sole discretion, in which the IA continues to work for Company without reduction in their availability and without reduction to your ongoing Subscription; and 

e. continue to pay the Subscription Fee until the offboarding period is complete in addition to the buyout fee; your Subscription will be canceled at the end of the transition period.

7. PROPERTY

7.1 Company Property.  Company retains all right, title and interest in the Service, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names and trade secrets.  The TOS does not convey any right, title or interest in, or constitute the sale of any right to the Service or any related software used as part of the performance of the Service.

7.2 Your Property.  You retain all right, title and interest in your inbox content and all information, content and data owned or licensed by you that you upload or share through the Service.  The TOS does not convey any right, title or interest in, or constitute the sale of any right to, your property, and you represent and warrant that all consents, licenses and rights necessary to license your property are obtained prior to sharing any of your property with Company.  Company shall not use or access your property except in connection with the Service and you hereby grant Company a limited and revocable license to your property under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, display, modify, record, translate, transmit or otherwise exploit in order to facilitate the provision of Service. You send and share your property at your own risk. 

8. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

8.1 DISCLAIMER.  THE SERVICE IS PROVIDED TO YOU “AS IS” AND COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “COMPANY PARTIES”), DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION.  WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK LAW OR OTHER RIGHTS HELD BY A THIRD PARTY.  FURTHER AND WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY THE COMPANY PARTIES OR OTHER THIRD PARTIES, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. THE COMPANY PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING: (A) YOUR SATISFACTION WITH THE SERVICES; (B) THAT THE SERVICES WILL ALWAYS BE AVAILABLE AND ERROR FREE; OR (C) THAT THE COMPANY WILL PROMPTLY RESPOND TO ANY INQUIRIES OR SUBMISSIONS. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY THE COMPANY PARTIES WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION.  YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.

8.2 LIMITATION OF LIABILITY.  THE COMPANY PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES.  TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST THE COMPANY PARTIES MUST BE COMMENCED NO LATER THAN SIX (6) MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.

8.3 MAXIMUM AGGREGATE LIABILITY.  NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD THE COMPANY PARTIES FROM LIABILITY, YOU AGREE THAT THE COMPANY PARTIES’ MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.

8.4 Waiver.  You hereby waive and shall not assert any claim, suit, demand, proceed or allegation of any nature whatsoever against the Company Parties (or any of their respective officers, directors, managers, employees or contractors) arising out of or in any way relating to your use of Service and the Company Parties are not liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential damages, or any other damages of any kind.   Without limiting the foregoing, the Company Parties are not responsible for any damages caused by or resulting from your reliance on Service, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to your inbox or software.

8.5 Indemnity.  You shall indemnify, defend and hold the Company Parties harmless from and against any claim, demand, liability, injury, damage, cost, loss or expense, including reasonable attorneys’ fees, that arise from or relate to your inbox or instructions you provide to the Company Parties.  You cannot settle any claim without the Company’s advance written consent unless such settlement releases the Company Parties unconditionally.  The Company reserves the right to, at its expense, assume control of the claim.

9. DISPUTE RESOLUTION

9.1 Initial Dispute Resolution.  Most disputes between you and Company can be resolved without resort to legal action.  If you have any dispute with the Company, you agree that before taking any formal legal action you shall contact us at support@inboxdone.com and provide a brief, written description of the dispute and your contact information (“Notice of Dispute”).  Upon receipt of a Notice of Dispute, the Company shall provide a response within seven days and, following, you and the Company shall use commercially reasonable efforts to settle any dispute directly through good faith negotiations.

9.2 Arbitration.  If the parties cannot come to a resolution within 30 days following the date the Company responds to the Notice of Dispute, you agree to that all such disputes you have with the Company, including the Company Parties, shall be resolved by confidential, final and binding arbitration to be conducted in the Montreal, Quebec, Canada and administered by the ADR Institute of Canada (“ADRIC”).  The arbitration shall be commenced and conducted in accordance with its ADRIC Rules (the “Rules”).  Your arbitration fees and your share of the arbitrator’s compensation shall be governed by and, where appropriate, limited by the Rules.  BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW.

10. GENERAL

10.1 No Joint Relationship /Independent Contractor Relationship.  Nothing in the TOS shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and Company.

10.2 Governing Law.  The TOS and Privacy Policy are governed by the laws of laws of the Province of Ontario, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the Province of Ontario to hear any proceedings related to the TOS or Privacy Policy.

10.3 Severability and Waiver.  If any provision of the TOS or Privacy Policy is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of the TOS in full force and effect.  No failure or delay by a party in exercising any right, power or remedy under the TOS constitutes a waiver.

10.4 Force Majeure.  Except for any payment obligations, neither you nor the Company shall be liable for failure to perform any obligation under the TOS to the extent such failure is caused by a force majeure event (including acts of God, pandemics (including government-imposed recommendations and restrictions due to a pandemic), natural disasters, war, civil disturbance, action by a government entity, strike, and other causes beyond reasonable control).  The party affected by the force majeure event shall provide notice to the other party within a commercially reasonable time and shall use commercially reasonable efforts to resume performance as soon as practicable.  Obligations not performed due to a force majeure event shall be performed as soon as reasonably possible when the force majeure event concludes.

10.5 Assignment.  Company may assign the TOS without your consent or notice to you.  You cannot assign the TOS.

10.6 Survival.  Sections 2.4, 2.6, 3.5, 3.6, 4.4 and 6 through 10 survive termination of the TOS.

10.7 Entire Agreement.  The TOS, together with the Privacy Policy and any other agreed upon documents linked to in this TOS, constitute the entire agreement between you and Company with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.

10.8 Updates.  Company reserves the right to modify the TOS at any time (each, an “Update”) and shall inform you of each Update.  After informing you of an Update, you are deemed to accept any Update by continuing to use the Service unless you terminate the Service.  Unless Company states otherwise, an Update is automatically effective 30 days informing you of such Update. 

 

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