Terms of Use

Effective Date: [ ], 2025

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1. Introduction

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The following sets out the terms and conditions of use (the “Terms of Use”) that apply to the use of the Websites (as herein defined) of [HEAL Group] and its subsidiaries and affiliates (collectively, “HEAL Group”, or “we”, or “us”, or “our”). For the purposes of these Terms of Use, the term “Websites” shall refer collectively to [www.healgroup.ca] as well as the other websites that HEAL Group operates and that link to these Terms of Use.

These Terms of Use constitute a legally binding agreement between you and us regarding your use of and access to the Websites. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE WEBSITES, YOU INDICATE THAT YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF USE. If you do not agree to the Terms of Use, in whole or in part, then you do not have the right to access or use the Websites. If the Terms of Use are being entered into by a corporation or other legal entity, you represent that you have the authority to enter into the Terms of Use to bind such entity and its affiliates to the Terms of Use as its authorized representative, in which case the terms “you” or “your” refer to such entity and its affiliates as well as you.

The purpose of the Websites is to provide information, products, and services relating to the HEAL Group’s mission, approach and initiatives. We intend for the Websites to be used by both providers and individuals seeking access to various health resources. Depending on which of these categories you fall into, your rights and obligations may vary hereunder. The Websites are not intended for use by minors (being individuals who are not of legal age in the jurisdiction in which they reside). If you are a minor, you should only use the Websites with the permission and under the supervision of a parent or guardian.

The contents of the Websites include, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork, graphics contained therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term Websites includes all of the Contents.

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These Terms of Use do not alter in any way the terms and conditions of any other agreement you may have with us (including without limitation any agreement related to subscription for products or services), unless otherwise agreed to in writing by us. If you breach any of these Terms of Use, your authorization to use the Websites automatically terminates and you must immediately destroy any Contents in your possession and discontinue all use of the Websites.

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2. Provision of the Websites

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You acknowledge and agree that the form and nature of the Websites may change from time to time without prior notice to you. You acknowledge and agree that we may stop (permanently or temporarily) providing the Websites (or any individual Website, or any features within a Website) to you or to users generally, at our sole discretion, without prior notice to you. You may stop using the Websites, or any of the Websites, at any time. Subject to your obligations regarding your account outlined in these Terms of Use, you do not need to inform us when you stop using the Websites, any individual Website, or any of their respective features.

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You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Websites, your account details, or any files or other content which is contained in your account.

In addition to any operating requirements, there are certain other circumstances that may limit the availability or effectiveness of the Websites. For example, each Website is intended for use only in the jurisdiction in which it is hosted. You are hereby prohibited from accessing or using a Website from any location where that Website (or any portion thereof) is prohibited or illegal. If you choose to access a Website other than in accordance with the above, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.

The Websites can be interrupted for any reason that disrupts internet access or GPS capabilities, including in the event of electrical power outages, natural disasters, electronic interference, an outage affecting the data transport service, failure of originating or terminating access lines, network congestion and/or reduced routing speed of our network or another network, compatibility issues, and equipment failures relating to your equipment or our equipment, including hardware or software failures or misconfiguration affecting us, our offices, data centers, and/or any of the Website hosts or providers.

YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT: (a) WE DO NOT AND CANNOT GUARANTEE THAT THE WEBSITES WILL BE CONTINUOUS OR ERROR-FREE. FOR EXAMPLE, THE WEBSITES MAY NOT BE AVAILABLE UNDER CIRCUMSTANCES SET FORTH ABOVE; and (b) IF YOUR MOBILE OR DATA PLAN SERVICES OR ACCESS TO THE INTERNET OR THE WEBSITES IS/ARE SUSPENDED, CANCELLED OR TERMINATED (E.G., AS A RESULT OF BILLING ISSUES OR OTHER BREACH), YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE WEBSITES.

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3. Use of the Websites by You

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Use of the Websites may include the ability for you to create an account with HEAL Group. If and when you create an account with us, you must provide us with information that is accurate, complete, and current at all times, and promptly correct, update, or complete this information as required. You agree and authorize us to take any necessary steps in order to verify the information you provide. If there are reasonable grounds to suspect any or all of the information you provide is inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your account and your current and future access to and use of the Websites.

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You agree that we may rely on the information you provide to send you information and notices regarding the Websites. If you register for any of our mailing lists, you agree that we may email you newsletters and promotional material. You may unsubscribe from the newsletters and other promotional material by following the unsubscribe link contained in such emails.

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You acknowledge and agree that you have obtained or will obtain on a timely basis any and all consents required for us to collect, use and disclose personal information pursuant to HEAL Group’s Privacy Statement. You acknowledge and agree that we will have no liability associated with or arising from your failure to obtain appropriate consents from others for such collection, use or disclosure of their personal information, or the failure to maintain and update personal information, including but not limited to your failure to receive any information with respect to the Websites.

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You will not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

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You are responsible for your account, including the confidentiality and security of your account and all passwords related to your account, and any and all activities that occur under your account, including all activities of any persons who gain access to your account with or without your permission. You agree to safeguard your password and not to disclose it to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account, and you agree to provide assistance to us, as requested, to remedy any breach of security related to your account

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Your use of the Websites and Content is subject to all applicable local, provincial, state, and federal laws and regulations. You may not use, allow, or enable others to use the Websites or Content, or knowingly condone use of the Websites or Content by others, in any manner that is, attempts to, or is likely to:

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be obscene, fraudulent, defamatory, libelous, indecent, discourteous, racially or ethnically offensive, harassing, threatening, abusive, pornographic or discriminatory;
affect us adversely or reflect negatively on us, the Websites, our goodwill, name or reputation or cause duress, distress, or discomfort to us or anyone else, or discourage any person, firm, or enterprise from using all or any portion, features, or functions of the Websites, or from advertising, linking, or becoming a supplier to us in connection with the Websites;
send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;
transmit, distribute, or upload content or programs that contain any viruses, Trojan horses, worms or other disabling devices or harmful components intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information;
modify, disrupt, impair, alter, or interfere with the use, features, functions, operation, or maintenance of the Websites or the rights or use and enjoyment of the Websites by any other user;
advocate or encourage any illegal activity;
infringe upon or misappropriate the copyright, patent, trademark, trade secret, publicity rights or other intellectual property or proprietary rights of HEAL Group or any third party;
violate the privacy of any individual, including users of the Websites; or
violate any applicable local, provincial, state or national laws or regulations (anywhere in the world).

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In order to access certain products and services or as part of the account registration process on the Websites, you may be required to provide information about yourself (such as identification or contact details). You agree that any registration information you give to us will always be accurate, correct and up to date.

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Unless you have been specifically permitted to do so in a separate agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Contents or any of our products and services for any purpose.

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You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) your use of the Websites and any breach of your obligations under these Terms of Use and for the consequences (including any loss or damage which we may suffer) of any such breach. ABUSE OF THE WEBSITES MAY SUBJECT YOU TO CIVIL AND CRIMINAL FINES AND PENALTIES.

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4. Purchases and Payment

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If you wish to purchase any product or service made available through the Websites or the Content (each, a “Purchase”), you may be asked to supply certain information relevant to the Purchase, including your name, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and (b) the information you supply to us is true, correct, valid, and complete. Please note that the payment information, including name and contact information, that you submit to us may be used and shared with our payment processing services provider and otherwise used in accordance with HEAL Group’s Privacy Statement. We reserve the right to refuse or cancel your Purchase at any time for reasons including but not limited to product or service availability, an error in the description or price of the applicable product or service, an error in your order, or other reasons. We reserve the right to refuse or cancel your Purchase if fraud or an unauthorized or illegal transaction is suspected. We will not be held responsible nor liable for any failure of a Purchase to complete, or any resulting loss or damages to you. Unless we agree or state otherwise in writing, all fees and charges associated with any Purchase are non-refundable

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When you make a Purchase, you shall pay us all fees, amounts and charges in relation to the cost of all products or services purchased by you (the "Fees"). The Fees are subject to change without notice from time to time. The Fees are in the currency specified by us at the time of the Purchase.

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You shall pay the Fees either:

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with the credit card associated with your account and the Fees will be charged to your credit card;
through an approved payment system company, such as PayPal or Stripe; or
by making a pre-payment of Fees which we may apply to your purchases.

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For purposes of calculating foreign currency rates, we utilize a risk-adjusted daily exchange rate. Rates are provided via a daily feed from a reputable exchange rate service.

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You shall pay any and all taxes, fees and duties that are paid or payable as a result of or otherwise in connection with the transactions contemplated in these Terms of Use, including federal, provincial and local, excise, sales, use, goods and services, harmonized, value added and any taxes or other amounts in lieu thereof (collectively "taxes"), except for any taxes based on our net income and certain non-value add taxes based on our gross receipts.

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Fees do not include any taxes which are or may be imposed by law on us, you or any affiliate, irrespective of whether we need to collect said taxes or you are required to account for said taxes and remit them, by any taxing authority or jurisdiction occasioned by, relating to or as a result of any other matter, product, or service provided for under or in connection with these Terms of Use.

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Where you fail to pay any amount in accordance with these Terms of Use, we shall have the right, in addition to any other rights or remedies available to us, to charge, and you shall pay, interest on such overdue amounts at the rate of one percent (1%) per month calculated daily, compounded monthly (12.68% per annum), both before and after any court judgement in respect of the same from the date such payment was due.

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5. Participation in the Websites

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The Websites and their Content allow you to post, link, store, share, and otherwise make available certain information, text, graphics, videos, or other material (the “Material”). In doing so, you grant us the right and license to use, modify, perform, display, reproduce, and distribute the Material on and through the Content. You retain any and all of your rights to any Material you submit, post or display on or through the Content and you are responsible for protecting those rights. You will be solely responsible for all Material, and we will not be liable in any way for any such Material submitted or shared by you.

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You represent, warrant, and covenant that you will not, nor encourage any other individual or person to:

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submit any Material which is harassing, abusive, threatening, harmful, libelous or defamatory, encourages conduct that could constitute a criminal offense or give rise to civil liabilities, or is unlawful in any other way;
submit any Material protected by intellectual property laws or by rights of privacy, unless you own the rights thereto or have received all necessary consents. You shall be solely liable for any damage resulting from any infringement of copyright, trademark or other proprietary rights;
submit any Material which contains a virus or other harmful components;
engage in activity that interferes with or disrupts the use of the Websites by other users;
submit any Material that encourages any illegal activities, or provides guidance or instructional activities about such illegal activities;
make any false representation, including impersonation of any person or entity or misrepresentation of your affiliation with any person or entity or the provision of misinformation;
make use of any Material for commercial purposes, such as advertising any products or services, reselling or publishing the information posted or transmitted;
use the Material or Content for any illegal purpose in violation of any applicable municipal, provincial, territorial, federal or international law or regulation, or in any way that could harm, damage, or disrupt the Websites, our products or services, or our business;
upload or otherwise disseminate, through the Material, any computer viruses, malware, or software that may damage the property of another; or
reverse engineer, or attempt to reverse engineer or disassemble any aspect of the Content, or violate the security of the Content through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network (nor encourage or enable any other individual or other person to do the same).

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When submitting ANY Material in ANY form to the Websites, whether it be via message service, events, news, or comments, you are solely responsible for the content of the Material you create or share. We do not pre-screen, monitor or edit the Material posted or submitted to the Websites, but reserve the right to edit, limit or remove any such Material in our sole discretion.

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We may establish additional procedures and practices relating to Material. Such procedures and practices may include limitations on the number of entries and the size of files that may be submitted, limitations on the number and type of Material submitted at any given time and the number of days content will be saved before deletion. We will not be responsible for any Material deleted by us or otherwise, or for your inability to submit any Material.

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We reserve the right to block or remove any Material that we determine, in our sole discretion, is in violation of these Terms of Use, and to remove, suspend, or block any user or account that engages in any breach of applicable law or the Terms of Use. We also reserve the right to investigate and/or prosecute any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law, and to impose limits on your use and storage of the Content at our sole discretion at any time. Without limiting the generality of the foregoing, you acknowledge that we have the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Content and the Websites, to access, review, preserve and disclose any Content, or to remove or disable access to the Content, the Websites, or any Material, if we believe in good faith that it is reasonably necessary: (a) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body); (b) to respond to claims asserted against us; (c) to enforce and to ensure a user’s compliance with the Terms of Use, including the investigation of potential violations; (d) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues; (e) to protect our rights, property or safety, or that of our users or members of the public; and (f) for the purpose of operating and improving the Content or the Websites (including for customer support purposes). You agree to cooperate with and assist us or our representative in good faith, in any such investigations, including by providing us with such information as we may reasonably request.

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6. Additional Terms

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We reserve the right to amend, modify and supplement these Terms of Use from time to time as we see fit with additional terms and conditions that govern certain information, content, products and services made available to you via the Websites (“Additional Terms”). By continuing to access and use the Websites, you accept and agree to comply with and be bound by such Additional Terms. Please review these Terms of Use from time to time to ensure that you are aware of and understand any Additional Terms.

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7. Click-Through Agreements

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Before you use certain areas of the Websites, you may be asked to indicate your acceptance of certain special terms and conditions by clicking on a button marked “OK” or “I agree”. Any special terms and conditions to which you agree will supplement these Terms of Use, and be considered Additional Terms.

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8. Links to Third-Party Websites

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Use of certain links on the Websites will direct you away from the Websites to third party websites. Such third party websites are not under our control, and we are not responsible for the contents of any such websites or any link contained in such websites. The third party links included on the Websites are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by us of any such websites or the products or services offered therein.

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We do not make any representation or warranty of any kind, express or implied, regarding any third party goods or services, including, without limitation: (a) any representation or warranty regarding the legality, use, accuracy, currency, reliability, completeness, efficacy, timeliness, applicability, performance, security, or availability of any information or content on or in such third party goods or services; (b) any representation, warranty or condition regarding the merchantability and fitness for a particular purpose of any third party goods or services; or (c) any representation or warranty that the operation of such third party goods or services will be uninterrupted or error free, that defects or errors in such third party goods or services will be corrected, or that such third party goods or services will be free from viruses or other harmful components. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit. Any opinions, advice, statements, services, offers, or other information made available by third parties, including program hosts, information providers, or any user of the Websites, are those of the respective author(s) or publisher(s) and not of us. WE DISCLAIM ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.

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9. Privacy and Personal Information

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The HEAL Group Privacy Statement is available at www.healgroup.ca/privacy-policy. Your access to and/or use of the Content is subject to this Privacy Statement, and we may use personal information that you provide or upload to the Websites in accordance with the Privacy Statement. You acknowledge that you have read the Privacy Statement, and you hereby consent to the collection, use, and disclosure of your personal information for the purposes therein identified. You also grant us permission to anonymize or combine your personal information, if any, with that of others in a way that does not identify you or any individual personally for any business reason in our sole discretion, including without limitation to improve the Websites.

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Our servers also collect information specific to how you use the Internet. Our servers note details such as the server you are logged onto and your IP address. This information is obtained solely for the purpose of maintaining the Websites' integrity and improving our service. We may ask you for more personal information from time to time in a survey format. This information is specifically used to ensure that the Websites is up-to-date and relevant, and that the products and services provided to you in advertising format are relevant and of interest to you.

We will employ a data measurement service for tracking the performance of an ad on behalf of the advertiser. The information collected will not contain personal elements, and will only be shared with that particular advertiser.

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We reserve the right to disclose your personal information as may be required by law and when we believe that disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order, or legal process served on us or any of the Websites; or to protect our company and our users. While we make every effort to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent third-party “hackers” from illegally obtaining this information.

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10. Ownership of Intellectual Property Rights

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The Websites, the Content, and all portions thereof are protected by copyright, trademark and other proprietary and intellectual property rights and laws. Such laws may be violated by unauthorized access and/or use of the Websites or the Content. You are solely responsible for ensuring that you comply with any applicable intellectual property laws, including copyright and trademark laws.

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Names, words, logos, designs, graphics, titles, phrases, trademarks and the like displayed on or in the Websites or the Content may constitute our registered or unregistered trademarks, or that of third parties that have granted us a license to use such marks. All Content, including all photos, images, descriptions and information presented as to our products and services is protected by the law of copyright.

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We do not grant any license or other authorization to you with respect to any of the Content, including without limitation any of our trademarks (or those of our licensors or affiliates) or any copyrightable material or other intellectual property, unless we otherwise expressly agree to so in writing. None of the Content may be copied, reproduced, distributed, posted, downloaded, photographed, screenshot, displayed, presented, transmitted, republished, modified, webscraped, or otherwise exploited or used in any form or by any means without our prior express written consent.

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You may display and copy, download or print portions of the material from the different areas of the Websites only for your own person and non-commercial use, or to make a Purchase with us. Any other use is strictly prohibited. You further agree not to remove, change or delete any proprietary notices from any materials displayed, copied, downloaded or printed from the Websites or the Content.

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No information or statement contained in these Terms of Use or the Websites shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trade-mark, or other intellectual property right of us or any third party. You must not alter, delete, or conceal any copyright or other notices contained on the Websites, including notices on any of the Contents that you are permitted to download, transmit, display, print, or reproduce from the Websites.

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You may not allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party websites), or otherwise use, any Content without the express prior written consent of us or its owner if we are not the owner.

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Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws.

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You may not create a link to the Websites without our prior permission. We may, however, if requested, grant you a limited, non-exclusive right to create a link to the Websites, provided that such link is to the landing page of the relevant Website and does not portray us or any of our activities or services in a false, misleading, derogatory, or otherwise negative manner.

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The limited rights granted to you under these Terms of Use may be revoked by us at any time for any reason whatsoever.

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11. No Warranty

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YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITES IS AT YOUR SOLE RISK AND THAT THE WEBSITES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

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IN PARTICULAR, WE AND OUR LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

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YOUR USE OF THE WEBSITES WILL MEET YOUR REQUIREMENTS,
YOUR USE OF THE WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE WEBSITES WILL BE ACCURATE OR RELIABLE, AND
THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE WEBSITES WILL BE CORRECTED.

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ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

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NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

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WE FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Nothing in the Terms of Use is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages, or exclusion of liability for loss or damage from death or personal injury. Accordingly, only the above exclusions, or limitations set forth in Section 12, in the Terms of Use that are lawful in your jurisdiction will apply to you, and our liability will be limited to the maximum extent required by law.

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12. Limitation of Liability

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YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

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ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND
ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
1. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITES;
2. ANY CHANGES WHICH WE MAY MAKE TO THE WEBSITES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE WEBSITES OR ANY INDIVIDUAL WEBSITE (OR ANY FEATURES WITHIN THE WEBSITES);
3. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY USER CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE WEBSITES;
4. YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION;
5. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

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NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DIRECT DAMAGES ARISING FROM OR RELATED TO THE TERMS OF USE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED CANADIAN DOLLARS (CDN$100). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, AND SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

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13. Termination

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We may terminate your use of the Websites and/or access to the Content, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.

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If you wish to terminate your account, you may simply discontinue using the Websites. We may terminate the Terms of Use at any time. Upon termination, you must cease to access and/or use the Websites and the Content. This includes, without limitation, the obligation to destroy all content, and all related documentation and all copies thereof, which you obtained from the Websites or the Content, whether under the Terms of Use or otherwise, and the obligation to take any additional or alternative reasonable steps that we may direct in respect of the termination.

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14. Indemnification

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You agree to indemnify, defend, and hold harmless us and our successors and assigns, and any of their respective officers, directors, employees, members, agents, representatives, licensors, advertisers, and suppliers from any liability, loss, claim, and expense (including reasonable legal fees) related to (a) your violation of these Terms of Use, and/or (b) your use of the Websites or the Content.

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We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement, or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as we may request.

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15. General

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These Terms of Use, together with any Additional Terms and the Privacy Statement, constitute the entire agreement between you and us relating to your use and our provision of the Websites.

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You agree that we may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on the Websites.

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You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

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If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.

Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Websites, and/or the provision of Content, products, services, and/or technology on or through the Websites, shall be governed by and construed exclusively in accordance with the laws of the Province of Ontario applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions.

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No e-mail address found on the Websites may be harvested or otherwise used for purposes of solicitation.

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16. Obtaining Our Consent

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To request the consent of us for any of the actions for which such consent is required under these Terms of Use, please send an e-mail to [insert email address]. We reserve the right to refuse any such requests in our sole discretion.