Dwellness Terms and Conditions — End-Users
This Dwellness Terms and Conditions — End-Users document ("Agreement") governs Your use (the word "use" in this Agreement will mean "access or use") of any or all of the Website, App, Content and Functionalities. The Website and the App each contain Content. The Website (and Content in or on the Website) is made available for informational purposes only so that You can learn about Dwellness and the process of how the App and the Functionalities, may be used by end-users. We provide the App and Functionalities (or make them available) as a means for You to make Requests for Contractor Services and to coordinate payments for performance of such services by Third Party Contractors. Undefined terms in this paragraph have the meanings given to them under the heading "Select Definitions", below.
This Agreement is between You (i.e. the end-user) ("You" and "Your") and Dwellness Corporation ("We", "Our" or "Us"). Dwellness is solely responsible for the Website, App, Content and Functionalities. Third Party Contractors are solely responsible for the Contractor Services they provide to You.
You may contact Us by e-mail (firstname.lastname@example.org) with questions about this Agreement.
PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE USING, AND DURING USE OF, THE WEBSITE, CONTENT, APP OR ANY FUNCTIONALITIES. YOU SHOULD REVIEW THIS AGREEMENT FROM TIME-TO-TIME. BY USING THE WEBSITE OR APP, YOU ACKNOWLEDGE HAVING READ, UNDERSTOOD AND ACCEPTING THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY IT.
IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THIS AGREEMENT.
App: means Dwellness’s mobile software application, which allows end-users to learn about Dwellness and to utilize the Functionalities. For clarity, Third Party Contractors use a Dwellness mobile software application designed specifically for them.
Content: means any text, graphics, video, audio, information, data, trademarks, logos, trade names or other content on or within the Website and/or App, as well as the design, structure, selection, coordination, expression and arrangement of the content on or through the Website and/or App.
Contractor Services: means certain contractor services offered by and provided by Third Party Contractors.
Functionalities: means the services and functionalities provided by or accessible through the App, including the ability for end-users to set-up an account with Dwellness and to request Contractor Services.
Third Party Contractors: means third party independent contractor service providers, who may fulfill end-user requests for Contractor Services via a Dwellness mobile software application that is separate and apart from the App and which is designed specifically for Third Party Contractors..
Website: means Dwellness's website, located at getdwellness.com (and the webpages within the website).
1. YOU MUST BE OVER 18
- You represent and warrant to Us that You (i) are at least the age of majority in Your province or territory of residence; and (ii) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which You are a party.
- FOR MINORS: YOU WILL NOT USE THE WEBSITE, APP, CONTENT OR FUNCTIONALITIES.
2. YOU MAY USE THE WEBSITE AND APP, BUT IN ORDER TO USE THE FUNCTIONALITIES, YOU MUST USE THE APP AND SET-UP A DWELLNESS ACCOUNT
- You may use the Website and App without setting-up an account.
- In order to use the Functionalities, You must set-up an account with Dwellness ("Dwellness Account") via the App. Account set-up is not available on the Website.
- We reserve the right to reject any registration form in Our sole discretion.
- As part of the Dwellness Account set-up process, You will be asked to provide certain information, such as: credit card data, service address, and phone number. You will also be asked to provide billing and payment information (e.g. credit card number) so that we can send such information to Our payment processing provider, Stripe. You authorize us to provide this information to Stripe. For further information, see the "Fees & Payments" and "Privacy" sections below.
- If You choose to set-up a Dwellness Account, then You agree to:
- provide true, accurate, current and complete information;
- maintain and promptly update the information You provide to Us or Our providers; and
- not enter any irrelevant data into any form or data entry field other than the data requested by Dwellness for such field.
- In the event that You provide, or We reasonably suspect that You have provided, any information that is untrue, inaccurate, not current, or incomplete, then We have the right to suspend or terminate Your account and refuse any and all current or future use of the App, Website, Content and Functionalities.
3. REQUESTS FOR CONTRACTOR SERVICES
Making a Request
- You may make a request to receive a Contractor Service via the Functionalities in the App (each a "Request") and You may make separate Requests if You wish to receive multiple Contractor Services. Each Request is limited to one discrete Contractor Service to be provided by one or more Third Party Contractors.
- You acknowledge and agree that each Request is an offer to a Third Party Contractor to perform the Contractor Service requested in the Request, which the Third Party Contractor may accept or decline.
- If You choose to make a Request, then, as part of each such Request, You agree to: provide true, accurate, current and complete information regarding the nature of the work requested and the premises at which You seek the Contractor Service be performed ("Premises"). Such information may include, by way of example, size of pathway, sidewalk and driveway.
- In the event that, in connection with a Request, You provide, or We reasonably suspect that You have provided, any information that is untrue, inaccurate, not current, or incomplete, then We have the right to deny the Request, suspend or terminate Your account, and/or refuse any and all current or future use of the App, Website, Content and Functionalities.
- You represent, warrant and promise, in connection with a Contractor Service being performed pursuant to Your Request, that You can and will:
- provide sufficient, free and safe access to the Premises; and
- provide sufficient, free and safe access to any equipment or hardware that You are seeking to be serviced pursuant to the Request.
- You may cancel a Request without incurring any related charges by cancelling the Request before any Third Party Contractor has accepted the Request.
4. THIRD PARTY CONTRACTORS PROVIDE CONTRACTOR SERVICES. DWELLNESS DOES NOT PROVIDE CONTRACTOR SERVICES AND IS NOT RESPONSIBLE FOR CONTRACTOR SERVICES.
- You acknowledge and agree that each Request is an offer to a Third Party Contractor to perform the Contractor Service requested in the Request, which the Third Party Contractor may accept or decline.
- Contractor Services are provided only by Third Party Contractors, not by Us.
- We only act as an intermediary between You and a Third Party Contractor. We make no guarantee as to whether and when any Request will or may be accepted or rejected by any Third Party Contractor.
- The Functionalities allow You to request Contractor Services and to coordinate payments between You and Third Party Contractors for Contractor Services.
- Third Party Contractors decide, in their sole discretion, whether to accept any lead for Contractor Services generated through the App or Website. In addition, Third Party Contractors may accept or reject any request made by You for Contractor Services.
- You agree that We have no responsibility, whatsoever, for Contractor Services or the performance or fulfillment of Contractor Services. You also acknowledge and agree that We do not have any control over the quality, timing or provision of Contractor Services.
- When You request Contractor Services, You are entering into a relationship directly with a Third Party Contractor.
- We are not a party to any agreements or arrangements for Contractor Services. We are not a prime contractor for Contractor Services.
- The provision of Contractor Services is subject to the agreement or arrangement entered into between You and the Third Party Contractor.
5. FEES & PAYMENTS
- Our then-current rate card for Contractor Services ("Dwellness Rate Card") is available on the the App, but note that the Dwellness Rate Card EXCLUDES any Taxes associated with Your Request purchases hereunder. We may modify the Dwellness Rate Card at any time. You are responsible for paying all such Taxes, excluding Taxes based on Our net income or property. "Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes.
- When You make a Request, You will be shown the total amount payable for the Request (including the Dwellness rates, based on the Dwellness Rate Card, and includes any materials required to complete the Request) ("Request Invoice Amount") prior to Your submission of the Request. In addition, if We have the legal obligation to pay or collect Taxes for which You are responsible, then We will include on the applicable invoice separate line items indicating the appropriate amount of such Taxes which shall be paid by You.
- You hereby agree to pay each Request Invoice Amount and You hereby authorize Us to charge Your credit card as follows: We will charge Your credit card (i.e. the card that You then-currently have on file with Us as part of Your account) for such amount due immediately upon the Third Party Contractor completing work requested in the applicable Request. You hereby authorize the foregoing. In addition, You hereby authorize Us to pre-authorize a charge to Your credit card based on Your Request. We may place a hold on any payment. If Your payment does not go through for any reason, then You will pay to Us the Request Invoice Amount within 5 days of the date of the applicable invoice, as well as an additional payment processing fee.
- Any late payments shall accrue interest at the rate of 2% per month (or the highest rate permitted by law, if less).
- All payments are processed by Stripe, Our payment processor. Such processing is governed solely by Stripe's terms of service, which are available at stripe.com/ca/terms, and not this Agreement. We have no liability arising from your use of Stripe, or for any arrears by the Payment Processor.
6. LIMITED USE RIGHTS; RESTRICTIONS
Limited Use Rights and Conditions
- Subject to the limitations and restrictions below, We grant to You, for Your personal use (or, with respect to an entity, its internal business use) only, a limited revocable, non-exclusive, non-transferable, non-sublicenseable right:
- to use the Website, App and Content; and
- if You have set-up an account with Us in accordance with Section 2, to use the Functionalities.
- YOU MUST, in order to exercise any of the use rights granted above:
- Retain, on any allowed copies, prints and downloads, all copyright notices, trademark notices, and other proprietary notices or legends that are on the Website, App or Content;
- comply with this Agreement; and
- comply with any other rules, procedures, policies, terms or conditions that govern all or any portion of the Website, App, Functionalities and Content.
- Except as allowed above, YOU MAY NOT do, or attempt to do, any of the following:
- distribute, display, broadcast, exhibit, transmit, perform, frame, redeliver, use, sell, license, modify, delete, copy, download, publish, reproduce, package, post, create derivative works (where applicable) of, or exploit, any or all of the Website, App, Functionalities or Content, without Our express prior written permission;
- violate or attempt to violate the security of, the Website, App, Functionalities or Content, or another end-user's account, in any way through any means or device (e.g. spamming, hacking, uploading viruses or time bombs);
- access or ascertain any other end-user's password, account, and/or personal information that they have not disclosed or intentionally chosen to disclose publicly;
- decompose, decompile, reverse-engineer, disassemble or otherwise deconstruct the Website, App, Functionalities or Content; or
- remove or modify any copyright, trademark or other proprietary notice or legend on the Website, App, Functionalities or Content.
IN ADDITION, YOU MAY NOT:
- request any Contractor Service(s) that You do not intend to have completed by a Third Party Contractor or that You do not intend to pay for; or
- "stalk", harass, threaten, intimidate, harm, cause nuisance, annoyance or inconvenience to any Third Party Contractor or Us.
Your Mobile Device
- The App is made available to You by Us through Google Play (owned or operated by Google) and the App Store or iTunes (owned or operated by Apple Inc.), for use on an eligible mobile device that complies with this Agreement and is owned or controlled by You ("Your Mobile Device"). Without limitation to any disclaimers in this Agreement, We do not endorse Your Mobile Device and provide no representations, warranties or conditions regarding Your Mobile Device.
- You acknowledge and agree that the App is intended for use on mobile devices using the Android or iOS operating systems, or such other devices or operating systems as may be approved by Google or Apple, in each case as determined by Google, Apple or the telecommunication provider for Your Mobile Device, in their sole discretion. You will not use the App or any Functionalities on a mobile device or an operating system (including an Android or iOS operating system and whether approved by Google or Apple) that has been, in each case, modified or customized in any way (including "rooted", "jailbroken" or "bootleg unlocked") by anyone other than the original equipment manufacturer (or original licensor of the operating system software, as applicable), an authorized distributor or reseller thereof, the applicable telecommunication provider or anyone else acting with the permission or on behalf of any of the foregoing.
- You acknowledge and agree that, by using the App, Website, Content or Functionalities on Your Mobile Device, it is possible that some or all of the warranties covering Your Mobile Device may be voided, that Your Mobile Device may be damaged, that data stored in Your Mobile Device may be corrupted, or that You or Your property may be damaged, and that in no event will Dwellness be responsible for any such damage or loss.
You agree to not circumvent Dwellness by working with or paying any Third Party Contractor (introduced to You by Dwellness) for any contractor services, other than by means of making a Request or using the Functionalities hereunder. This non-circumvention provision shall expire at the end of 2 years from the termination of this Agreement. The parties agree that the provisions of this Section are reasonable and are necessary to protect and preserve the value of the information shared hereunder and to prevent any unfair advantage being conferred on You.
8. INTERNET CONNECTION REQUIRED
An Internet connection is required in order to use the Internet-based features of the Website, App, Functionalities and Content. You acknowledge and agree that third party fees (e.g. data transfer) may apply and that You are responsible for any such fees.
9. CONTENT; FEEDBACK
- We do not guarantee the accuracy, integrity or quality of any Content. You understand that by using the Website, App, and/or Functionalities, You may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will We or Our licensors be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such content. In this regard, You acknowledge and agree that You may not rely on any Content created by Us or made available by Us, except at Your own risk.
- If You submit ideas, suggestions, commentary or feedback to Us regarding the Website, App, Content, Functionalities, Third Party Contractors, or Contractor Services (or any other product or service offered by us ("Feedback")), through any means whatsoever, then You agree that We may use the Feedback freely and for any purpose. You grant Us a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Feedback in all formats and distribution channels now known or hereafter devised (including for the purpose of posting such Feedback on the Website or App, or for developing and marketing products, services or content) without any obligation to You or third parties, including without any requirement for Us to provide You with any credit, notice, approval or compensation for any such use. You waive any and all of Your moral rights in the Feedback.
- You represent and warrant that: (i) You either are the sole and exclusive owner of all Feedback or You have all rights, licenses, consents and releases necessary to grant Us the license to the Feedback; and (ii) neither the Feedback or Our use of the Feedback will infringe any third party's intellectual property or proprietary rights, or result in the violation of any applicable law or regulation.
- You agree not to provide Feedback that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, whether such material is protected by law. We may, review, monitor, or remove Feedback, at Our sole discretion and at any time and for any reason, without notice to You.
10. UPDATES AND AMENDMENTS TO THIS AGREEMENT
- We may, in our sole discretion, release fixes, patches or updated versions of the Website, App or Functionalities or otherwise add or remove services, Content or features (including modifications to the features, availability or functionality of the Website, App or Functionalities or any part of any of the foregoing) at any time without notice (each, an "Update"). Upon release into production, each Update will be deemed to become part of the Website, App or Functionalities (as applicable) and will be subject to the terms and conditions of this Agreement. If an Update is released to the App or the Functionalities, then You may be required to promptly download, install and apply the Update in order for You to be able to continue to access and use the App or the Functionalities.
- We may amend this Agreement, or any provision thereof, with immediate effect at any time and without notice. Your use of the Website, App or any Functionalities following any such amendment (including those implemented as part of the release of an Update) will constitute your agreement to the terms and conditions of this Agreement in effect at the time of such use.
11. INTELLECTUAL PROPERTY
- The Website, App, Functionalities and Content are:
- the property of Us or Our service providers, suppliers or licensors; and
- protected by copyright, both individually and as a collective work or compilation, and by trademark law, patent law and any other applicable laws.
- All trademarks appearing on or in the Website, App, Functionalities and Content this Application are the property of Us or Our service providers, suppliers or licensors, unless otherwise indicated.
- You do not and will not acquire any rights or licenses in any copyrights, trademarks, patents or other intellectual property on or in the Website, App, Functionalities or Content.
- You agree to abide by any and all proprietary notices, information or restrictions displayed on or in the Website, App, Functionalities or Content.
12. THIRD PARTY SERVICES AND CONTENT; APPLE, GOOGLE AND STRIPE ARE BENEFICIARIES
- We are not responsible for information on any third party website or service that is referred in, or accessible or connected by hyperlink to, the Website, App, Functionalities or Content. If You access any third party website or service through Website, App, Functionalities and Content, then You do so at Your own risk. Hyperlinks do not constitute third party endorsement of, sponsorship or endorsement by, or affiliation with, Us.
- Apple Inc., Google, Inc. and Stripe, and/or their applicable international subsidiaries and affiliates, will be third-party beneficiaries to this Agreement. Such entities are not parties to this Agreement and are not responsible for the provision or support of the App, Website, Content or Functionalities in any manner.
- Your use of the Website, App, Content or Functionalities using applications developed for Apple iOS or Android mobile devices is subject to terms set forth in the Apple's or Google's terms of service (as applicable).
- Payment processing is governed solely by Stripe's terms of service, which are available at stripe.com/ca/terms.
13. LOG-IN METHODS
- Upon account set-up pursuant to Section 2, then You will be asked to establish certain log-in methods (e.g. username and password) in order to sign-in to Your account ("Access Methods").
- You are solely responsible for the confidentiality and security of Your Access Methods. You are responsible for all activities that occur under Your Access Methods and/or account and may not share Your Access Method details with others (including any Third Party Contractor). We are not obligated to inquire as to the authority or propriety of any use of, or action taken under, Your Access Methods and/or account. You must immediately notify Us of any actual or suspected loss, theft or unauthorized use of Your Access Methods, or any other security breaches of which You become aware. We will not be responsible for any loss to You that arises from any use of Your account or Your Access Methods or from Your failure to comply with these provisions.
- Personal information that We gather from You is governed by Our Privacy, located at getdwellness.com/privacy.
- Personal information You submit may be transferred to, used on, processed on, and stored on, Our or providers' servers, which may be located in jurisdictions outside of Canada. As a result, Your personal information may be subject to access requests from, and may be disclosed to, governments, courts or law enforcement in one or more other jurisdictions in complying with such jurisdiction's (or jurisdictions') laws, rules, regulations and court orders.
15. TERMINATION AND AFTER TERMINATION
- We reserve the right to reject, suspend or terminate Your use of all or any portion of the Website, App, Functionalities or Content at any time and for any reason, in Our sole discretion.
- The terms and conditions in this Agreement will continue to apply to Your past use of the Website, App, Functionalities and Content, in the form in which it or they then-existed at the time of the subject use. Furthermore, termination, rejection and/or suspension shall not relieve You of any obligations arising or accruing prior to such termination, rejection or suspension, or otherwise limit any liability that You otherwise may have to Us.
- Upon termination of this Agreement, the provisions of Sections 1, 4 (under the sub-headings "Restrictions", "Additional Restrictions" and "Your Mobile Device"), 7 through 13, and 15 through 24, as well as any other provision hereof that by its nature is intended to survive the termination of this Agreement, will survive such termination.
16. GENERAL DISCLAIMERS; USE IS AT YOUR SOLE RISK
- re: App, Website, Functionalities, and Content
- USE OF THE APP, WEBSITE, FUNCTIONALITIES AND/OR CONTENT IS SOLELY AT YOUR OWN RISK, INCLUDING WITH RESPECT TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT.
- THE APP, WEBSITE, FUNCTIONALITIES AND CONTENT ARE PROVIDED AND MADE AVAILABLE "AS IS" WITH NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DWELLNESS HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS IN RESPECT OF THE APP, WEBSITE, FUNCTIONALITIES AND CONTENT (WHETHER STATUTORY, COLLATERAL, IMPLIED, EXPRESS OR ARISING THROUGH A COURSE OF DEALING OR TRADE), INCLUDING ANY WARRANTY OR CONDITION OF QUALITY, FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, CURRENCY, ACCESSIBILITY, RELIABILITY, AVAILABILITY, SECURITY, UNINTERRUPTED USE, OR THAT THE APP, WEBSITE, FUNCTIONALITIES OR CONTENT ARE OR WILL BE ERROR-FREE OR VIRUS-FREE.
- NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DWELLNESS WILL CREATE ANY REPRESENTATION, WARRANTY OR CONDITION.
- re: Third Party Contractors & Contractor Services
- USE OF THIRD PARTY CONTRACTORS AND RECEIPT OF CONTRACTOR SERVICES IS SOLELY AT YOUR OWN RISK, INCLUDING WITH RESPECT TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT.
- WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE PROVISION OF CONTRACTOR SERVICES, THE ACCEPTANCE OF ANY REQUESTS FOR SUCH SERVICES, OR THE AVAILABILITY, WORKMANSHIP, TIMELINESS, INTEGRITY, ABILITY OR SKILL OF THIRD PARTY CONTRACTORS OR ANY THE CONTRACTOR SERVICES THEY PURPORT TO BE ABLE OR WILLING TO PROVIDE.
- WE DO NOT REPRESENT, WARRANT OR GUARANTEE THAT THE THIRD PARTY CONTRACTORS HOLD ANY QUALIFICATION, CERTIFICATION, LICENSE, SCHOOLING, TRAINING, OR INSURANCE REQUIRED TO PROVIDE ANY CONTRACTOR SERVICES. IN ADDITION, WE DO NOT REPRESENT, WARRANT OR GUARANTEE ANY THIRD PARTY CONTRACTOR'S PROFESSIONAL ACCREDITATION, REGISTRATION, CERTIFICATION, LICENSE, INSURANCE, BOND, OR WORKER'S COMPENSATION PROTECTION.
17. EXCLUSIONS OF LIABILITY
- OUR LIABILITY WITH RESPECT TO THIS AGREEMENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- WE AND OUR AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES (INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER TYPES OF DAMAGES) OR LOSSES (INCLUDING LOSS OF SAVINGS, LOSS OF PROFITS, REVENUES, DATA, CONTENT, BUSINESS OR GOODWILL) WHATSOEVER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING THE APP, WEBSITE, CONTENT, ANY FUNCTIONALITIES, REQUESTS, ANY CONTRACTOR SERVICES, OR ANY THIRD PARTY CONTRACTORS).
- THIS SECTION "EXCLUSIONS OF LIABILITY" WILL APPLY TO ALL CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND INJURY), FUNDAMENTAL BREACH, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES, OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE, AND WILL APPLY WHETHER OR NOT ANY DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.
- You agree to indemnify, defend and hold harmless Us and Our affiliates, and their directors, officers, employees, agents, and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable lawyers' fees) that arise from or relate to Your:
- use of the Website, App, Content, or Functionalities;
- use or receipt of any Contractor Service;
- breach of this Agreement or any representation, warranty or covenant made by You in this Agreement; or
- violation or misappropriation of any applicable law, statute, ordinance, or regulation, or of any third party's rights.
- We have the right but not the obligation to participate in any defense or settlement. If We choose to participate, each party must pay for its own lawyers' fees. This obligation survives the termination of this Agreement.
19. OTHER COUNTRIES
We make no representation that the Website, App, Content, or Functionalities, or any Contractor Service, is appropriate or available for use or receipt in locations other than Canada, and using the Website, App, Content, and/or Functionalities from jurisdictions where same is illegal is prohibited. Those who choose to use the Website, App, Content, or Functionalities from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws.
20. APPLICABLE LAW
All matters relating to this Agreement will be governed by the statutes and laws of the Province of Ontario or the federal laws of Canada, as applicable, without regard to the conflicts of laws principles thereof. You and We also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario or the federal courts of Canada, as applicable, located within the City of Toronto, with respect to any and all matters arising in connection with this Agreement.
21. SEVERABILITY; ENTIRE AGREEMENT; WAIVER
If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire understanding, and supersedes all other understandings, between You and Us concerning the subject matter hereof. No waiver of a right of a party under this Agreement will be effective unless it is in writing and signed by the party waiving its right. A waiver of a right by a party (or failure by a party to enforce a provision of this Agreement) will be effective only in the specific instance and for the specific purpose for which it is provided. No waiver will be deemed a waiver of any prior or subsequent default hereunder.
We may assign this Agreement in whole or in part at any time without Your consent. You may not assign this Agreement or delegate any of Your obligations under this Agreement. Any purported assignment this Agreement in violation of their terms is void from the outset.
23. FORCE MAJEURE
We will not be liable under this Agreement because of a failure or delay in performing our obligations hereunder on account of any cause beyond our reasonable control, such as, strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action.
Headings are inserted for convenience of reference only and will not affect the construction or interpretation of the Agreement. Where the word "including" or "includes" is used herein, it means "including without limitation" or "includes without limitation", respectively. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.
25. LANGUAGE OF THIS AGREEMENT
It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.