Terms & Conditions

DISCLAIMER:

Our terms and conditions contain both user agreements (Client & Creative). You are only agreeing to the terms of your membership. If you hold both memberships, you are agreeing to all the terms and conditions for both Creative and Client users. 

 

MIDDLE MEN LTD.  CLIENT USER LICENSE AGREEMENT

IMPORTANT: BY VISITING MIDDLE MEN LTD. WEBSITE AND CREATING A USER PROFILE (“THE PROGRAM”) YOU (THE “LICENSEE”) ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS:

PLEASE READ THIS LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE APPLYING TO MIDDLE MEN LTD. USER PROFILE OR DOWNLOADING THE SOFTWARE (IF APPLICABLE) ACCOMPANYING THIS LICENSE. BY USING MIDDLE MEN LTD. AND MAINTAINING A USER PROFILE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE MIDDLE MEN LTD. OR SIGN UP FOR ANY PROGRAMS OR ONLINE FUNCTIONS.

1. GENERAL.
(a) This is part of the Middle Men Ltd. Client User Profile which is owned and operated by Middle Men Ltd. (“Licensor”). In order to use this program (the “Program”), you must first agree to the following terms and conditions (the “Terms and Conditions”). Please review the Terms and Conditions carefully.

(b) Middle Men Ltd., at its discretion, may make available future Program Updates. The Updates, if any, may not necessarily include all existing program features or new features that Middle Men Ltd. releases for newer modules. The terms of this License will govern any Updates provided by Middle Men Ltd. that replace and/or supplement the content or user profile or product unless such Update is accompanied by a separate license in which case the terms of that license will govern.

2. PERMITTED LICENSE USES AND RESTRICTIONS:
(a) Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to participate in the Digital Client User Profile and you will receive Middle Men Ltd. registered profile username login and set up your password credentials once payment has been received. You may not, and you agree not to or enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Program or any services provided by the Website Platform or any part thereof.

(b) Middle Men Ltd. will retain all right, title and interest in and to the Application Platform and the Program worldwide including, without limitation, ownership of all copyrights, trademarks, patents, look and feel, trade secret rights and any other intellectual property rights recognized under any applicable law. Middle Men Ltd. reserves the right to make such modifications to the Program from time to time as it deems advisable in order to enhance the functionalities or appearance of the Program at its discretion.

(c) You agree to use the Program Platform and the Services (as defined in Section 5 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Curriculum and Services. Features of the Program and the Services may not be available in all languages or regions, some features may vary by region, and some may be restricted or unavailable from your service provider.

(d) Use of the Program requires a unique username and password combination, known as a Middle Men Ltd. ID. A Middle Men Ltd. ID is also required to access certain features of the Program and Services.

(e) MIDDLE MEN LTD. DIGITAL SUBSCRIPTION: Upon successful completion of sign up you will receive Subscription information. 

Client success is dependent on their effort and implementation of their knowledge. Your success is not dependent strictly on the Middle Men Ltd. Subscription. For refunds, if you are trying Middle Men for the first time, we offer a five (5) day refund policy to let you try out the site and see if it is the right fit for your company’s needs. You are entitled to a refund: Where you are entering into a subscription service with Middle Men for the first time, you shall, within the first five (5) days from the service commencement date only, be entitled to cancel that service and request a 100% refund of any monies paid by you to Middle Men in connection with that service agreement.

The provisions of clause (a) above are only applicable to first-time users of our subscription service.

If Middle Men observes that you are not a first-time user, you are not entitled to a refund and will have to use the regular channels for cancellation of subscription. Any request for a refund from a first time user must be made within the first five (5) days of the subscription commencement. The request must also be made through our support email at info@localhost. Any requests for a refund received after the five (5) day period and not through our support email will not be considered. Please see https://staging.themiddlemen.co/faq/ 

(f) If you have received access to the Program through a free trial demo or promotion, you agree that Middle Men Ltd. maintains the right to revoke, extend, or shorten your trial period at its sole discretion without the need to notify users prior to alteration.

3. TRANSFER. You may not rent, lease, lend, sell, redistribute, or sublicense the Program. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity.

4. 
   CONSENT TO USE OF DATA. When you sign up for the Program certain unique identifiers for your profile are sent to Middle Men Ltd. in order to facilitate the various communication features of the Platform. Middle Men Ltd. may hold your information for a limited period of time. At all times, your information will be treated in accordance with Middle Men Ltd. Privacy Policy, which can be viewed at: https://staging.themiddlemen.co/faq/
   
   5. SERVICES AND THIRD-PARTY MATERIALS LIMITATION OF LIABILITY:
   (a) You agree to use the Services and enroll in Program at your sole risk and indemnify, defend and hold harmless Middle Men Ltd., its directors, officers, agents and representatives, and employees from and against any claims, suits, actions, proceedings, damages, losses or liabilities, costs or expenses (including reasonable attorneys’ fees and expenses) arising from or relating in any way to: any claim by a third party for personal injury or property damage of whatsoever nature related to or involving affiliates, agents, principals, or licensors shall have no liability to you. Middle Men Ltd. reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are obligated to indemnify Middle Men Ltd. If Middle Men Ltd. chooses to assume the defense of any matter that is subject to indemnification by you, you will cooperate with Middle Men Ltd.
   
   (b) Certain Services may display, include, or make available content, data, information, applications, or materials from third parties (“Third Party Materials”) or provide links to certain third-party web sites. By using the Services, you acknowledge and agree that Middle Men Ltd. is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or web sites. Middle Men Ltd., its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials, or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.
   
   (c) To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of service applicable to the Services. You agree that the Services contain proprietary content, information and material that is owned by Middle Men Ltd., the site owner and/or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information, or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Middle Men Ltd. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party, and that Middle Men Ltd. is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.

6. PROHIBITED CONTENT: 

(a) You agree that you will not upload, post, or otherwise distribute or publish through the Program any text, communications, data, or other information (“Content“) (i) that is unlawful, threatening, abusive, degrading, libelous, defamatory, harassing, tortious, racially, ethnically or otherwise objectionable, (ii) that is sexually explicit or indecent (including, without limitation, graphic or indecent sexual language of a threatening or harassing nature directed at any individual or group); (iii) that constitutes or encourages conduct that would give rise to civil liability or violate law; (iv) that violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright rights, trademarks, rights of privacy or publicity or any other proprietary right; (v) that contains a virus or other harmful component designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or that is designed to obtain unauthorized access to any information; (vi) for which you do not have all necessary rights and licenses to transmit under any law or under any contractual or fiduciary relationship; or (vii) that constitutes or contains false or misleading indications of origin or statements of fact. You also agree that you will not harvest or collect information about any users of the Program or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or other communications. 

(b) Middle Men Ltd. generally does not, and will not be obligated in any way to, pre-screen, monitor or edit any Content posted by users of the Program. However, Middle Men Ltd. reserves the right to remove any Content that, in its sole discretion, does not comply with these Terms and Conditions or is otherwise harmful, objectionable, or inaccurate. However, Middle Men Ltd. will in no event be liable for any failure or delay in removing any such Content.

7. TERMINATION. This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from Middle Men Ltd. if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Program Software. Sections 4, 5, 6, 7, 8, 9, 10 and 12 and 13 of this License shall survive any such termination.

8. DISCLAIMER OF WARRANTIES:
8.1   YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. 

8.2   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE  SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MIDDLE MEN LTD. AND MIDDLE MEN LTD.’S LICENSORS (COLLECTIVELY REFERRED TO AS “MIDDLE MEN LTD.” FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE  SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 

8.3    MIDDLE MEN LTD. DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE  SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE  SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE  SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE  SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE  SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, AS WELL AS MIDDLE MEN LTD. PRODUCTS AND SERVICES. 

8.4   NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MIDDLE MEN LTD. OR AN MIDDLE MEN LTD. AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE  SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. 

9. LIMITATION OF LIABILITY.TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL MIDDLE MEN LTD., ITS AFFILIATES, AGENTS OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS AND MATERIALS), BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE  SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE  SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MIDDLE MEN LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. 

10. MARKETING, ADVERTISING AND PROMOTION:

Approval of Materials.  All advertising, promotion and publicity material or other items bearing the Licensed Product Marks must be approved in writing by Middle Men Ltd. prior to use. All notices and approvals must be in writing.  Advertising, promotion, and publicity prepared for use on websites must not only be approved by Middle Men Ltd. but must be used in its entirety and may not be changed, altered, or edited in any way when presented on such websites.

11. ASSIGNMENT:

You the licensee has no right to assign this Agreement or to sublicense the Licensed Products and or Program.  Any agreement or attempt by Licensee to assign or sublicense rights shall be deemed a material breach of this Agreement and otherwise shall be void and of no force or effect.  Middle Men Ltd. the Licensor retains the right to assign its rights under this Agreement and this Agreement shall inure to the benefit of Licensor’s successors and assigns.

12. CONFIDENTIAL INFORMATION:

12.1 The Licensee acknowledges that certain material and information made available to the Licensee by the Licensor in the performance of the Services (the “Confidential Information”) will be of a confidential nature.  The Licensee recognizes that the Confidential Information is the sole and exclusive property of the Licensor, and the Licensee shall use its best efforts and exercise utmost diligence to protect and maintain the confidentiality of the Confidential Information.

12.2 The Confidential Information is and shall remain the sole and exclusive property of Middle Men Ltd. the Licensor regardless of whether such information was generated by the Licensee or by others.

13. INTELLECTUAL PROPERTY OWNERSHIP:

13.1 All Intellectual Property Rights on the Licensed Product and supplemental materials shall exclusively vest with Middle Men Ltd. the Licensor and nothing under this Agreement shall be deemed to transfer any rights on the Licensed Product or supplemental materials from the Licensor to the Licensee or any third party in connection with the Licensee.

13.2 All Intellectual Property Rights held by the Licensor, prior to this agreement or independently created during the subsistence of this agreement and jointly created after the implementation of this Agreement shall be exclusive property of the Licensor. 

14. PERSONAL INFORMATION PROTECTION:

Licensee agrees to comply with (a) compliance with applicable personal information protection laws nationally and internationally; (b) prohibitions regarding the unauthorized use and disclosure of personal information; (c) restrictions regarding the transfer of personal information; (d) requirements for the security of personal information; (e) providing access to personal information; and (f) the return or deletion of personal information upon termination of the service agreement.

15. NON-SOLICITATION.

Licensee shall not, whether as principal, agent, officer, director, employer, employee, consultant, partner, member or shareholder of any firm, corporation or other entity or group, or in any individual or representative capacity whatsoever or otherwise, directly or indirectly, solicit the trade of, or trade with, any customer, prospective customer, supplier, or prospective supplier of the Company or any of its affiliates for any business purpose other than for the benefit of Middle Men Ltd.

15a. CREATOR AND CLIENT RESTRICTION FOR PAYMENT

All payment must be done on Middle Men. We have this policy to keep the site free for all Creators and affordable for your Clients. If you receive payment off-site, we will remove your portfolio and deactivate your account as per our terms and conditions.

15b. Middle Men has the right to cancel subscriptions and remove members for making payments outside of the site as agreed to in our terms and conditions. To remain an affordable service for both Clients and Creators we have created this strict policy.

16. NO AGENCY

This Agreement gives no authority to the Licensee to act for the Company as its agent or make commitments on behalf of Middle Men Ltd. the Licensor unless in strict accordance within the purpose of this Agreement and with Licensor knowledge and written authorization.

17. CONTROLLING LAW AND SEVERABILITY. This License will be governed by and construed in accordance with the laws of Canada, and the province of Ontario excluding its conflict of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you are a consumer based in the United Kingdom, this License will be governed by the laws of the jurisdiction of your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

18. COMPLETE AGREEMENT; Governing Language. This License constitutes the entire agreement between you and Middle Men Ltd. relating to the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Middle Men Ltd. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.

MIDDLE MEN LTD.  Creative USER LICENSE AGREEMENT

The terms of service (the “Terms”) govern the relationship and serve as an agreement between _____________ (“you”, “you” or “your”) and Middle Men Ltd. (“Middle Men” or “us”) and set forth the terms and conditions by which you may access and use [•] (“the Platform”) and our related websites, services, applications, products and content (collectively, the “Services”). 

1. Accepting Terms
   1. You may use our Service only if you can legally form a binding contract with the Platform and only in compliance with these Terms and all applicable laws. When you create your account, you must provide us with accurate and complete information. 
   2. Any use or access by anyone under the age of nineteen (19) is prohibited. If you open an account on behalf of a company, organization, or other entity, 
      
      1. “you” includes you and that entity; and 
      2. you represent and warrant that you are authorised to grant all permissions and licenses provided in these Terms and bind your company, organization or the entity to these Terms, and you agree to these Terms on the company, organization or entity’s behalf.
   3. Part of our Service may include software that is downloaded to your computer, phone, tablet or other device. You agree that we can update that software automatically and that these Terms will apply to any updates.

1. Changes to Terms
   1. We reserve the right to modify, suspend or terminate the Services for any reason, without notice at any time.
   2. We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so elect.
   3. We will use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on our Platform, however, you should look at the Terms regularly to check for such changes.
   4. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms.

1. Assigning Terms
   1. You may not transfer any of your rights or obligations under these Terms without our consent.

1. License 
   1. Subject to these Terms and our policies, we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Service.
   2. You may not copy, modify, distribute, sell, or lease any part of our Services.

1. Intellectual Property
   1. Our services let you upload, post, send, receive, and store content. When you do any of the foregoing, you retain whatever ownership rights in that content you had to begin with, but you grant us an irrevocable, perpetual, royalty free licence to use that content.

1.   Customer Use of Service 
   1. You are solely responsible for your conduct and any data, text, information, screen names, graphics, photos, profiles, audio and video clips, links that you submit, post, and display on the Planform and/or Service. 
   2. You are responsible for keeping your password secure.
   3. You must not violate any laws in your jurisdiction (including but not limited to copyright laws).
   4. We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames.

1.   Removal of Content
   1. We reserve the right to, at any time and without prior notice, remove content and accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.

1.  Account Responsibilities 
   1. To access or use our Services you must create an account with us. When you create this account, you must provide accurate and up-to-date information. You agree to maintain and promptly update your details and any other information you provide to us, to keep such information current and complete.

1. Safety 
   1. We accept no liability in respect of any content submitted by users and published by us or by authorised third parties. By accessing the Platform and using the Service, you agree that:
      1. you will not use the Services for any purpose that is illegal or prohibited in these Terms.
      2. You will not post content that contains pornography, graphic violence, threats, hate speech, or incitements to violence.

1. Rights of Other Users & Use of Content Generated by Other Users
   1. The Services contain content of users and other Platform licensors. Except as provided within this Agreement, you may not do any of the following: 
      1. violate or infringe the Platform’s copyrights, trademarks, or other intellectual property rights.
      2. copy, archive, download, upload, distribute, syndicate, broadcast, perform, display, make available, or otherwise use any portion of the Services or the content on the Services without our authorization.
      3. use the Services, any tools provided by the Services, or any content on the Services for any commercial purposes without our consent.

1. Third Party Links
   1. Our website may contain links to third party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by the Platform. We don’t endorse or assume any responsibility for any such third party websites, information, materials, products, or services. If you access any third party website, service, or content from the Services, you do so at your own risk and you agree that Middle Men has no liability arising from your use of or access to any such third party website, service, or content.

1. User-Provided Content
   1. You irrevocably grant us perpetual, royalty-free and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit any content uploaded by you on the Services and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody any content uploaded by you on the Services, whether in whole or in part, and whether as provided or as modified.
   2. If you choose to submit comments, ideas or feedback (collectively, “Feedback”), you agree that we are free to use them without any restriction or compensation to you, regardless of what your accompanying communication may say. We are under no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason.

1. Termination
   1. We reserve the right to refuse access to the Services to anyone for any reason at any time.
   2. We may terminate, suspend, or restrict your right to access or use this Service for any reason with appropriate notice. To the extent permissible by law, we may terminate, suspend, or restrict your access or use immediately and without notice if we have good reason.
   3. You may terminate your account at any time. 

1. Content after Termination/Deactivation
   1. Following or during, as applicable, the termination, suspension or deactivation of your account, or if you remove anything that you have posted or otherwise made available (User Content) on the Services, we may retain your User Content indefinitely for backup, archive or audit purposes.
   2. If you permanently deactivate your account, you will not be able to access information provided or generated by you once your account is terminated.

1. Entire Agreement & Severability 
   1. These Terms make up the entire agreement between you and us and supersede any prior agreements.
   2. If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

1. No Waiver
   1. Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right.

1. Security 
   1. We do not guarantee that our Services will be secure or free from bugs or viruses. While we prohibit harmful conduct and content on the site we cannot be responsible for the content posted on the web site. You may be exposed to such materials and you agree to use the Service at your own risk. 

1.  Jurisdiction
   1. Any dispute arising from these terms will be determined under laws of the Province of Ontario and the federal laws of Canada applicable therein.  You submit to the non-exclusive jurisdiction of the courts of the Province of Ontario and waive any objection which you may have at any time to the venue of any suit, application or proceeding relating to or arising as a consequence of these Terms brought in such courts, any claim that any such suit, application or proceeding has been brought in an inconvenient forum and the right to object that such courts do not have jurisdiction over it.

1.   Arbitration and Dispute Resolution
   1. You agree to contact us to remedy any potential disputes informally. If the dispute is not resolved through informal channels, you agree to settle all claims and disputes arising out of or relating to these Terms or the use of the Services through binding arbitration. To the extent permitted by law, all claims and disputes between us arising out of or relating to these Terms or the use of the Services will be finally settled under [•].
   2. If you do not wish to agree to this clause, you must not use the Services. 

1.   Limitation of Liability 
   1. Nothing in these terms shall exclude or limit our liability for losses which may not be lawfully excluded or limited by applicable law.
   2. Subject to the paragraph above, we shall not be liable to you for:
      1. Any loss of profit (whether incurred directly or indirectly); 
      2. Any loss of goodwill; 
      3. Any loss of opportunity; 
      4. Any loss of data suffered by you; or 
      5. Any indirect or consequential losses which may be incurred by you. 
      6. Any changes which we may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);
      7. The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services;
      8. Your failure to provide us with accurate account information; or
      9. Your failure to keep your password or account details secure and confidential.
      10. To the fullest extent permitted by law, any dispute you have with any third party arising out of your use of the services, including, by way of example and not limitation, any carrier, copyright owner or other user, is directly between you and such third party, and you irrevocably release us and our affiliates from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
   3. We only provide our platform for domestic and private use. You agree not to use our Platform for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, loss of goodwill or business reputation, business interruption, or loss of business opportunity.

1.   Warranties / Exclusions
   1. Nothing in these terms shall affect any statutory rights that you cannot contractually agree to alter or waive and are legally always entitled to as a consumer.
   2. The Services are provided “as is” and we make no warranty or representation to you with respect to them. In particular we do not represent or warrant to you that:
      1. Your use of the Services will meet your requirements;
      2. Your use of the Services will be uninterrupted, timely, secure or free from error; 
      3. Any information obtained by you as a result of your use of the Services will be accurate or reliable; and
      4. Defects in the operation or functionality of any software provided to you as part of the Services will be corrected.
   3. No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the terms. We may change, suspend, withdraw or restrict the availability of all or any part of our platform for business and operational reasons at any time without notice

1. Indemnity 
   1. You agree to defend, indemnify, and hold us and each of our officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representation and warranties under these Terms.