The following Terms and Conditions govern the user’s (“you” or “your”) use of, membership, and/or access to, the website: www.femaleescortstoronto.com (“Site” or “we”).
IMPORTANT! These Terms and Conditions also govern your membership to the Site if you become a member. By accessing, using, viewing, reading, printing, installing, or downloading any material from the Site, or becoming a member to the Site, you agree to be bound by these Terms and Conditions. This Agreement is intended to be governed by the Electronic Signatures in Global and National Commerce Act (E-Sign Act). You manifest your agreement to these Terms and Conditions by any act demonstrating your assent thereto, including clicking any button containing the words “I agree” or similar syntax. You may submit a paper copy of this transaction and print this form for your personal records. You have the right to withdraw your consent to use the E-Sign Act by emailing us. Your consent to use the E-Sign Act is limited to providing the information on this form. Access to this electronic record requires a simple browser program such as Internet ExplorerTM or NetscapeTM and a computer. These Terms and Conditions are subject to change by the Site at any time in its discretion. Your use of this Site after such changes are implemented constitutes your acknowledgment and acceptance of the changes. If you do not agree to be bound by these Terms and Conditions, you may not enter the Site, you must exit the Site immediately and you may not use or access the Site or print or download any materials from them. You may use and access the Site only in accordance with these Terms and Conditions. You agree to consult these Terms and Conditions regularly and read them carefully before using the Site. You affirm that you have read this Agreement and understand, agree and consent to its Terms and Conditions.
You are solely responsible for obtaining access to the Site and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Site.
1. Images and Content.
This Site contains images and content, including but not limited to text, software, images, data, messages, or any other information (collectively, “Materials”). All Materials displayed on this Site are protected by the First Amendment rights to Free Speech, Free Expression and Freedom of the Press. The Site firmly believes that the best judge of appropriate information retrieval is you, not the government or third parties. We therefore offer you access to the Materials posted on the Site, and allow our users to decide for themselves what information they desire to receive and review. The Site is merely a venue for the dissemination of information, and is therefore considered an “Internet Access Provider” under Section 230 of the Communications Decency Act of 1996. Therefore, this Site and its owners and agents are immune from all claims and suits based on the content of the communications passing through our Site. You acknowledge that the Site may offer online content that could be deemed “adult” or “erotic” in nature. Additionally, you are on notice that some of the Materials presented on the Site may contain graphic depictions and descriptions of explicit, offending, or disturbing activities. You acknowledge that you are aware of the nature of the Materials provided by this Site, that you are not offended by sexual or adult oriented material about erotic private dancers, escorts, massage experts, strippers, sensual adult entertainers or any other adult oriented material, and that you access the Site freely, voluntarily and willingly. You are further aware of the community standards of your community, and you will only access the content on this Site if you believe, upon diligent investigation, that the content on this Site does not offend the community standards prevalent in your community. You further agree not to use or access this Site if doing so would violate the laws of your state, province or country.
2. Age of Majority and Membership.
A. Age of Majority. You represent and warrant you are at least 18 or 21 years of age, depending on the age of majority in your jurisdiction, and that you have the legal capacity to enter into this Agreement. If you are not at least 18 or 21 years of age, depending on the age of majority in your jurisdiction, you must exit the Site immediately and may not use or access the Site or print or download any Materials from it. You may be asked to verify your birth date on the Birth Date Verifier™ form as a condition of entry onto the Site, pursuant to 28 U.S.C. §1746. Additionally, the Site does not assume any responsibility or liability for any misrepresentations regarding a user’s age.
B. Fraudulent Membership. Membership may not be transferred or sold to a third party. The Site and its affiliates disclaim any and all liability arising from fraudulent entry and use of the Site. If a user fraudulently obtains access, the Site may terminate membership immediately and take all necessary and appropriate actions under applicable federal, provincial and international laws.
C. Acceptance/Suspension/Termination of Membership. Membership in the femaleescortstoronto.com site is limited and based on a background check and strict adherence to our membership criteria. Submission of an application and payment of membership fees do not guarantee admission as a member of femaleescortstoronto.com; either as a customer or entertainer. You acknowledge that membership decisions are completely discretionary on the part of the Site, and that applicants can be rejected for any reason, or no reason whatsoever. In the event the Site receives information suggesting that an existing member is or was affiliated with law enforcement or otherwise fails to meet our current conditions for membership, that member’s membership status may be suspended or terminated, as specifically set forth in Section 8. Such member may thereafter be identified as “Reputed L.E.O.”, “Unsatisfactory”, “Unacceptable”, “Undesirable” or similar cautionary identifier, depending on the circumstances.
3. No Child Pornography.
If you seek any form of child pornography, you must exit this Site immediately. You acknowledge that all Materials on the Site are protected and that the Site contains no child pornography. We take a strong and definite stand against child pornography and only allow images and Materials that are protected by the First Amendment. If you identify any images, real or simulated, depicting minors engaged in sexual activity within the Site, please report the images to our customer support. Include with your report any appropriate evidence, including the date and time of identification. All reports will immediately be investigated and the appropriate action will be taken. We enthusiastically cooperate with any law-enforcement agency investigating child pornography. If you suspect other outside websites are participating in unlawful activities involving minors, please report them to www.asacp.org. Users should implement parental control protections, such as computer hardware, software, or filtering services, which may help users to limit minors’ access to harmful material.
4. Third Party Information and Release of Liability.
A. Reliance on Third Party Information. Our Site acts as a venue to provide verification of individuals’ identities and reputations in the adult entertainment/escort industries. The Site may also allow third parties to offer, sell, and buy particular services as set forth in this Site from anywhere, in a variety of formats, including a fixed price format. All Advertiser content contained in this Site is provided to femaleescortstoronto.com by individuals for the purposes of paid advertisements. The content of all advertisements are the sole responsibility of the individual advertisers. The Site assumes no responsibility and cannot be held liable for any claims arising from the content of third party advertising. We are not involved in the actual transaction between buyers and sellers of products or services advertised on the site by third parties. As a result, we have no control over the quality, safety or legality of these products or services advertised, the truth or accuracy of the listings, or the ability of sellers to sell services or the ability of buyers to buy services. We cannot ensure that a buyer or seller will actually complete a transaction. The Site uses good faith efforts to verify the identity and reputation of its users and Advertisers, based on reasonable investigation. Even if the Site verifies the identity or reputation of a particular service provider or customer, it is merely relying on information provided by third parties, which may be inaccurate, incomplete or dated. Therefore, we specifically disclaim any and all liability associated with transactions, purchases or meetings arising from the information or recommendations provided by the Site. You hereby release the Site, and its representatives, from any and all liability associated with verification of the identity and reputation of the Site’s users and Advertisers, including but not limited to claims relating to libel, slander, or any form of defamation. As with all commercial transactions, we encourage the buyer to beware.
B. Release. Because we are not involved in the actual transaction between buyers and sellers, in the event that you have a dispute with one or more users or advertisers, you release the Site and our officers, directors, agents, subsidiaries and employees from any and all allegations, claims, debts, demands and damages both actual and consequential of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
C. Information Control. We do not control the information provided by other users which is relied on by the Site, or made available through our system. You may find other user’s information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using our Site. Please note that there are also risks of dealing with people acting under false pretenses.
D. Disclaimer of Liability. The Site expressly disclaims all liability that may arise from damages incurred in using this Site including, without limitation, false representations made by parties, the theft or misuse of any personal information, any financial loss not due to the fault of the Site, missed meetings, unmet expectations, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Site, unavailability of the Site, its functions and/or services and any other technical failure that may result in inaccessibility to the Site. By using this Site and in consideration of the access provided by the Site to users of this Site, you do hereby agree to hold the Site harmless for all damages, claims and controversies that may arise from using this Site.
5. Access and Interference to Site.
A. Access. To access the Site or some of the resources it has to offer, you may be asked to provide certain registration details or other information. In order to verify your identity or reputation, some of this information may be personal, private or detailed. It is a condition of your use of this Site that all information you provide will be correct, current, and complete. If the Site believes the information you provide is not correct, current, or complete, the Site has the right to refuse you access to the Site or any of its resources, and to terminate or suspend your access at any time. While we use reasonable efforts to protect the personal information of others from inadvertent release or misappropriation, we are not responsible for the intentional or criminal acts of third parties such as hackers or “phishers.” Subject to these Terms and Conditions and in consideration of using this Site, the Site hereby grants you a limited, nonexclusive, nontransferable personal license to access and use the Site and the Materials contained therein. You hereby agree to be the sole, authorized user of your account. Should you suspect that any unauthorized party may be using your account, you do hereby agree to contact the Site immediately. Provided that you are a member in good standing to the Site, you may cache the Materials onto a single computer for your personal, non-commercial internal use only. All Materials on the Site shall be for private use only, and all other uses are strictly prohibited. You agree to prevent any unauthorized copying of any of the Site, or any of the Materials contained therein. Any unauthorized use of the Site or any of the Materials contained therein terminates this limited license effective immediately. This is a license to use and access the Site for its intended purpose and is not a transfer of title. Violators of this limited license may be prosecuted to the fullest extent under the applicable law.
B. Interference. User hereby agrees not to use any automatic device or manual process to monitor or reproduce the Site, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site or any communications on it.
6. Purchases of goods and services.
Purchases are not retractable or refundable except in exceptional circumstances such as when the seller/advertiser materially changes the services description after your purchase, or a clear typographical error is made. By using this Site and/or purchasing services offered herein, you are warranting and certifying that you are eighteen (18) years of age or older and have the legal right to purchase such services. Failure to remit payment to either the Site or to the Advertiser will result in suspension from the Site.
7. Restrictions on Use of Site.
You may use the Site only for purposes expressly permitted by the Terms and Conditions of the Site. You may not use the Site for any other purpose, including any commercial purpose, without the Site’s express prior written consent. Without the express prior written authorization of the Site, you may not: (a) duplicate the Site or any of the Materials contained therein (except as expressly provided in this Agreement); (b) create derivative works based on the Site or any of the Materials contained therein; (c) use the Site or any of the Materials contained therein for any public display, public performance, sale or rental; (d) re-distribute the Site or any of the Materials contained therein; (e) remove any copyright or other proprietary notices from the Site or any of the Materials contained therein; (f) frame or utilize any framing techniques in connection with the Site or any of the Materials contained therein; (g) use any meta-tags or any other “hidden text” using the Site’s name or marks; (h) “deep-link” to any page of the Site (including the homepage); (i) circumvent any encryption or other security tools used anywhere on the Site (including the theft of user names and passwords or using another person’s user name and password in order to gain access to a restricted area of the Site); (j) use any data mining, robots or similar data gathering and extraction tools on the Site; (k) decompile, reverse engineer, modify or disassemble any of the software aspect of the Materials except and only to the extent permitted by applicable law; (l) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials or any of your rights to access and use the Materials as granted in this Agreement; or (m) bookmark any page of the Site beyond the registration log-in screen. You understand that bookmarking to a page on this server/Site whereby this warning page is bypassed shall constitute an implicit acceptance of the foregoing terms set forth herein. You agree to cooperate with the Site in causing any unauthorized use to cease immediately. At any time, if the Site provides a service enabling users to share information or communicate with other users, you hereby agree not to publish, disseminate or submit any defamatory, offensive or illegal material while using the Site or other services included on the Site. You are solely responsible for submitting any material that violates any Canadian or International laws even if a claim arises after your service is terminated, and, by doing so, your actions shall constitute a material breach of this Agreement and the Site shall terminate all your rights under this Agreement. If you share information and communicate with other users, you agree that all Materials you submit will be accessible to other users and will not be secure or private. You hereby agree that you have been noticed that all communications submitted to the Site can be accessed by agents, operators, and other users, regardless if they are the intended recipients of the messages.
Some of the services provided by the Site involve evaluation of users’ and Advertisers’ reputations in the adult entertainment industry, as customers or entertainers, respectively. In that regard, most users and Advertisers consider past or present association with law enforcement as a negative indicator with respect to reputation. While we take no official position on this matter, our Site does label users or Advertisers suspected of being previously or currently associated with law enforcement as ‘Reputed L.E.O.’ Since we rely on information provided by third parties in making this designation, we specifically disclaim any liability for inaccuracy or incompleteness of such information. Users and Advertisers are encouraged to verify any claims relating to reputation, for themselves, and to utilize information provided by the Site only as a starting point in their investigation.
Without limiting other remedies, the Site may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your use of the Site and refuse to provide our services to you, with or without advance notice, if: (a) if the Site believes that you have breached any material term of this Agreement or the documents it incorporates by reference; (b) if we are unable to verify or authenticate any information you provide to us; (c) if we believe that your actions may cause legal liability for you, our users or us; (d) we learn, through reasonable investigation or information provided by third parties, that you are presently or previously associated with a local, provincial or federal law enforcement agency; or (d) if the Site decides to cease operations or to otherwise discontinue any part of the Site. Further, you agree that neither the Site nor any third party acting on our behalf shall be liable to you for any termination of your access to any of the Site. The Site has no interest in arranging sexual activity between users and advertisers. This activity is illegal in most areas of Canada and using our Site for that purpose constitutes a material breach of these terms, and may be criminal in nature. Both users and Advertisers that are reported as using the Site to arrange sexual activity will be immediately terminated from using the Site.
10. Links and Linking.
11. Disclaimer of Warranty.
YOU EXPRESSLY AGREE THAT USE OF THE SITE OR ANY OF THE MATERIALS CONTAINED THEREIN IS AT YOUR OWN AND SOLE RISK. THE SITE AND ALL MATERIALS CONTAINED THEREIN ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SITE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE OR ANY MATERIALS CONTAINED THEREIN WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THE SITE MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SITE OR ANY OF THE MATERIALS CONTAINED THEREIN. YOU ALSO UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR ANY OF THE MATERIALS CONTAINED THEREIN IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. SITE MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTION ENTERED INTO THROUGH THE SITE AND IS NOT RESPONSIBLE FOR ANY USE OF CONFIDENTIAL OR PRIVATE INFORMATION BY SELLERS OR THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12. Hold Harmless.
OUR SITE ACTS ONLY AS A VENUE TO ALLOW ANYONE TO OFFER, SELL, AND BUY PARTICULAR SERVICES. THE PROVISION OF ANY SERVICES WHICH IS IN VIOLATION OF ANY LAWS IS STRICTLY PROHIBITED. IF WE DETERMINE THAT YOU OR ANY USER HAS PROVIDED OR INTENDS TO PROVIDE ANY SERVICES IN VIOLATION OF ANY LAW, YOUR MEMBERSHIP WILL BE TERMINATED IMMEDIATELY. WE DO HEREBY DISCLAIM ANY LIABILITY FOR DAMAGES THAT MAY ARISE FROM ANY USER PROVIDING ANY SERVICES FOR ANY PURPOSE THAT VIOLATES ANY LAW. YOU DO HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS FROM ANY LIABILITY THAT MAY ARISE SHOULD YOU VIOLATE ANY LAW. YOU DO ALSO HEREBY AGREE TO DEFEND AND INDEMNIFY US SHOULD ANY THIRD PARTY BE HARMED BY YOUR ILLEGAL ACTIONS OR SHOULD WE BE OBLIGATED TO DEFEND ANY CLAIMS INCLUDING, WITHOUT LIMITATION, ANY CRIMINAL ACTION BROUGHT BY ANY PARTY NOT AFFILIATED WITH THIS SITE. OUR SITE CONTAINS MATERIAL THAT MAY BE OFFENSIVE TO THIRD PARTIES. YOU DO HEREBY AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ANY LIABILITY THAT MAY ARISE FROM REVIEWING SUCH MATERIAL AND WARRANT AND AGREE TO CEASE REVIEW OF THE SITE SHOULD YOU FIND IT OFFENSIVE. BY PROVIDING A VENUE FOR THE SERVICES FOUND AT OUR SITE, WE DO NOT ENDORSE OR ENCOURAGE THAT ANY PARTY BECOME AFFILIATED WITH OUR SITE. FOR A FEE, WE ASSIST PARTIES IN OFFERING THEIR SERVICES FOR SALE ONLY. WE DO NOT HAVE ANY AFFILIATION, EITHER LEGAL OR OTHERWISE, WHATSOEVER WITH ANY USERS OF THE SITE AND EXPRESSLY DISCLAIM ANY LIABILITY FROM THE FULFILLMENT AND/OR PROVISION OF THEIR SERVICES. IF YOU ARE SEEKING SERVICES THAT ARE IN VIOLATION OF ANY APPLICABLE LAWS WHATSOEVER, YOU MAY NOT USE THIS SITE AND DO HEREBY AGREE TO EXIT IT IMMEDIATELY.
13. Liability Limit.
IN NO EVENT SHALL THE SITE (OR ITS LICENSORS, AGENTS, SUPPLIERS, RESELLERS, SERVICE PROVIDERS, OR ANY OTHER SUBSCRIBERS OR SUPPLIERS) BE LIABLE TO YOU, OR ANY OTHER THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, OR GOODWILL, WHICH MAY ARISE FROM ANY PERSON’S USE, MISUSE, OR INABILITY TO USE THE SITE OR ANY OF THE MATERIALS CONTAINED THEREIN, EVEN IF THE SITE HAS BEEN ADVISED OF THE PROBABILITY OF SUCH DAMAGES. THIS IS FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF THE SITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE SITE’S MAXIMUM TOTAL AGGREGRATE LIABILITY HEREUNDER FOR DIRECT DAMAGES EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU FOR USE OF THE SITE FOR A PERIOD OF NO MORE THAN ONE (1) MONTH FROM THE ACCRUAL OF THE APPLICABLE CAUSE OR CAUSES OF ACTION OR $10.00, WHICHEVER IS GREATER. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold harmless the Site, its officers, directors, shareholders, employees, independent contractors and agents, from and against any and all claims, actions, liabilities, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from your, or you under another person’s authority including without limitation to governmental agencies, use, misuse, or inability to use the Site or any of the Materials contained therein, or your breach of any of these Terms and Conditions. The Site shall promptly notify you by electronic mail of any such claim or suit, and cooperate fully (at your expense) in the defense of such claim or suit. The Site may participate in the defense of such claim or defense at its own expense, and choose its own legal counsel, but is not obligated to do so.
15. Legal Compliance.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, purchase, solicitation of offers to purchase, and sale of services. IF WE DETERMINE, OR THE LEGAL AUTHORITIES INFORM US, THAT YOU INTEND TO USE THIS SITE FOR ANY ILLEGAL PURPOSES, WE EXPRESSLY RESERVE THE RIGHT TO TERMINATE YOUR MEMBERSHIP OR ACCESS TO THIS SITE IMMEDIATELY AND PERMANENTLY WITHOUT REIMBURSEMENT.
16. No Agency.
Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, joint venture or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein.
A. Notice. Any notice required to be given under this Agreement may be provided by email to a functioning email address of the party to be noticed, or personal delivery by commercial carrier such as FedEx or Airborne.
B. Change of Address. Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of the Agreement.
C. When Notice is Effective. Notices shall be deemed effective upon delivery. Notices delivered by overnight carrier shall be deemed delivered on the business day following mailing. Notices mailed, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient’s business hours, or 9:00 a.m. (recipient’s time) the next business day. Either Party may, by giving the other Party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder.
D. Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the Party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server, or overnight delivery service.
18. Trademark Information.
The terms “femaleescortstoronto.com” and “Females Escorts Toronto” are service marks and/or trademarks of the Site. The Site’s logo, domains, service marks, and trademarks may not be used publicly except with the Site’s written permission. We aggressively defend our intellectual property rights. Other manufacturers’ product and service names referenced herein may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners. The Site’s marks may not be used publicly except with express written permission from the Site, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits the Site.
19. Copyright Information.
The Materials accessible from the Site, and any other World Wide Web site owned, operated, licensed, or controlled by Site is the proprietary information and valuable intellectual property of the Site and the Site retains all right, title, and interest in the Materials. Accordingly, the Materials may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of the Site, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Materials except as expressly provided in these Terms and Conditions violates the Site’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to the Site. All Materials included on the Site, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software is the property of the Site or its content suppliers and is protected by Canada and international copyright laws. The compilation of all Materials on the Site is the exclusive property of the Site or its content suppliers and protected by Canada and international copyright laws, as well as other laws and regulations.
20. Force Majeure.
The Site shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond our reasonable control, including but not limited to acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, including Y2K errors or omissions.
21. General Provisions.
A. Governing Law and Venue. These Terms and Conditions and all matters arising out of or otherwise relating to these Terms and Conditions shall be governed by the laws of Ontario, excluding its conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms and Conditions. The parties hereby submit to the personal jurisdiction of the province and federal courts of the province of Ontario. Exclusive venue for any litigation or arbitration permitted under this Agreement shall be with the province and federal courts located in Ontario, Canada.
B. Binding Arbitration. If there is a dispute between the Parties arising out of or otherwise relating to this Agreement, the Parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the Parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either Party may submit the issue to binding arbitration in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. Arbitral Claims shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, provincial or local law, statute, or regulation, excepting only claims under applicable worker’s compensation law, unemployment insurance claims, actions for injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be conducted in Ontario, Canada and conducted by a single arbitrator, knowledgeable in Internet and e-Commerce disputes. The arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of these Terms and Conditions; and shall be bound by governing and applicable law. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.
C. Assignment. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned or otherwise transferred, in whole or in part by you.
D. Severability. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.
E. No Waiver. No waiver of the Site shall be deemed a waiver of any subsequent default of the same provision of this Agreement. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.
F. Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
G. Complete Agreement. This Agreement constitutes the entire understanding of the parties in connection with your access and use of any of the Site and any Materials contained therein, and revoke and supersede all prior agreements between the parties and are intended as a final expression of the terms and conditions upon which you may access and use the Site. This Agreement shall take precedence over any other documents which may conflict with them regarding your access and use of the Site.
H. Modifications. The Site reserves the right to change any of the provisions posted herein and you agree to review this Agreement each time you visit the Site. Your continued use of the Site following the Site’s posting of any changes to this Agreement constitutes your acceptance to such changes. The Site does not and will not assume any obligation to provide you with notice of any change to this Agreement.
I. Government Rights. The software elements of this Site have been developed at private expense and are “commercial computer software” or “restricted computer software” within the meaning of the FARs, the DFARs, and any other similar regulations relating to government acquisition of computer software. Nothing contained herein will be deemed to: (1) grant any government agency any license or other rights greater than are mandated by statute or regulation for commercial computer software developed entirely at private expense, or (2) restrict any government rights in any extensions or custom solutions provided hereunder and developed at government expense.
J. Other Jurisdictions. The Site makes no representation that the Site or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content may be illegal or is otherwise prohibited. Those who choose to access the Site from such locations do it on their own initiative and are solely responsible for compliance with all applicable local laws.
K. Attorney’s Fees. In the event any Party shall commence any claims, actions, formal legal action, or arbitration to interpret and/or enforce the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorney’s fees and costs incurred in connection therewith, including attorney’s fees incurred on appeal.
L. Rights to Injunctive Relief. Both parties acknowledge that remedies at law may be inadequate to provide an aggrieved party with full compensation in the event of the other party’s breach, and that an aggrieved party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.