1. Agreement

Food Banks Canada, together with its subsidiaries and affiliates (hereinafter referred to as ‘us’, ‘we’ and/or ‘Food Banks Canada’) welcomes you to our website, www.foodbankscanada.ca, and any other website which we link to these Terms of Use (collectively ‘the Site’). 

By accessing and using this Site, you (and your parent/legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) signify that you have read, fully understand, and agree to be legally bound by these Terms of Use (the ‘Terms of Use’ or ‘Agreement’) and to comply with all applicable laws and regulations as they may change from time to time. IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY, OR COMPLY WITH, THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SITE. We suggest you print a copy of these Terms of Use for your records. 

We reserve the right, in our sole and absolute discretion, to modify all or a portion of these Terms of Use at any time without further notice and without incurring any liability or obligation. If we do this, we will post the changes to these Terms of Use on the Site and will indicate at the top of this page the date these Terms of Use were last revised. Your continued access to and/or use of the Site, after any such changes constitutes your (and your parent’s or legal guardian’s on your behalf, if you are under the age of majority in your jurisdiction of residence) acceptance of, and agreement to be legally bound by these Terms of Use, as revised. It is your sole responsibility to regularly check the Site to determine if there have been any changes to these Terms of Use and to review such changes. 

You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Site, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance. 

2. Website Use and Registration 

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.  

The safety and security of your information also depends on you. If and where applicable, users are responsible for obtaining their own access to the Site. Users are required to ensure that all persons who access the Site through a user’s internet connection are aware of these Terms and Conditions and comply with them. Certain features and/or portions of certain of our Sites may be password-protected and may require you to complete a registration process in order to obtain access and/or participate. When registering with us to use any such features and/or portions of the Site, you agree: (i) that you will provide complete and accurate information about yourself; and (ii) to update such information as it changes. In the event that you do not provide or update such information, or we have reasonable grounds to suspect that you have not provided or updated such information, we shall have the right, in our sole and absolute discretion, to disable your password and prevent you from using such portion or features of the Site. It is your responsibility to keep your password confidential and secure. In the event that your username or password is used without your consent or that you discover any other breach of security, you agree to promptly notify us at info@foodbankscanada.ca. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account or access to the Site after you have reported a breach of security to us. You are solely responsible for any and all activities, which occur under your user name and password.  

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to the Site. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Site. 

Your provision of registration information and any submissions you make to the Site through any functionality such as applications, forms, e-mail, message boards, personal, or interest group web pages, profiles, forums, bulletin boards, and other such functions (collectively, ‘Interactive Functions’) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy, found at https://foodbankscanada.ca/privacy-policy. 

3. Donations

Certain sections of our websites may permit you to make donations to support Food Banks Canada, our network of food banks, affiliated organizations, or other identified entities. Should you choose to make a donation, you agree to provide accurate and current information about yourself as required by donation process. In order to complete a donation on the Site, you will need to provide certain information that is required for the donation process, such as your name, a valid address, your email address, and the amount and timing of your donation. In addition, you will be required to provide your valid payment information, such as a valid accepted credit card number and expiration dates (‘Financial Information’) to facilitate payment. 

4. Code of Conduct

Certain features and/or portions of this Site may (or may in the future) permit you to upload, post, or otherwise transmit content that you have created (the ‘User Content’). 

1. You hereby agree that you shall not use the Site to upload, post, communicate, or otherwise submit or transmit through, or to, the Site any User Content that: 
   1. May, in the sole and absolute discretion of Food Banks Canada, degrade, tarnish, or deprecate Food Banks Canada and/or the public image or standing in the community of Food Banks Canada; 
   2. Is deemed, in the sole and absolute discretion of Food Banks Canada to be defamatory, trade libelous, pornographic, or obscene; 
   3. Is deemed, in the sole and absolute discretion of Food Banks Canada to contain, depict, include, discuss, or involve, without limitation, any of the following: nudity; alcohol/drug consumption or smoking; explicit or graphic sexual activity, or sexual innuendo; crude, vulgar or offensive language and/or symbols; derogatory characterizations of any ethnic, racial, sexual, religious or other groups; content that endorses, condones and/or discusses any illegal, inappropriate, or risky behaviour or conduct; personal information of individuals, including, without limitation, names, telephone numbers, and addresses (physical or electronic); commercial messages, comparisons, or solicitations for products or services other than products of Food Banks Canada; any identifiable third party products, trade-marks, brands, and/or logos, other than those of Food Banks Canada; or conduct other activities in violation of these Terms of Use; and/or any other content that is or could be considered inappropriate, unsuitable, or offensive, all as determined by Food Banks Canada in its/their sole and absolute discretion; 
   4. Contains any reference to or likeness of any identifiable third parties, unless consent has been obtained from each such individual and his/her parent/legal guardian if he/she is under the age of majority in his/her jurisdiction of residence (note: if you cannot obtain the consent of an individual appearing in your User Content, then his/her face must be blurred out and voice (if applicable) must be altered so as to be unrecognizable); 
   5. Is in any way disparaging, or might be seen to be disparaging, to Food Banks Canada; 
   6. Infringes, or might infringe, the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others or give rise to any claims for payment whatsoever; 
   7. Transmits or otherwise makes available any content that you do not have the right to disclose or make available; 
   8. Contains any viruses, trojan horses, time bombs, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 
   9. Contains (in any format or media) any music, logos, trademarks, or other copyrighted materials (e.g. photographs, pictures, texts, lyrics, etc.) unless you have first obtained consent from the owner of such materials 
2. You are prohibited from attempting to circumvent and from violating the security of this Site, including, without limitation:
   1. Accessing or collecting content and data that is not intended for you;  
   2. Attempting to breach or breaching the security and/or authentication measures which are not authorized;  
   3. Restricting, disrupting, or disabling service to users, hosts, servers, or networks;  
   4. Illicitly reproducing TCP/IP packet header;  
   5. Disrupting network services and otherwise disrupting Site owner’s ability to monitor the Site; 
   6. Using any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site;  
   7. Introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;  
   8. Attacking the Site via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and
   9. Otherwise attempting to interfere with the proper working of the Site 
3. Further, you hereby agree that you shall not engage in prohibited or unauthorized use of the Site or of Food Banks Canada systems, including, but not limited to, unauthorized entry into the systems, misuse of passwords, or misuse of any information on the Site. 

5. Intellectual Property Rights (Re: Site Content) 

The Site consists of various graphics, texts, icons, and buttons that have been provided by Food Banks Canada and/or other entities under our direction (e.g. site designers). All such content is owned by Food Banks Canada and/or the applicable third party entity. For greater certainty, Food Banks Canada and applicable third party entities hold all right, title, and interest in and to any and all content provided by such parties for the Site, including, without limitation, all such information in text, graphical, video and audio formats, images, icons, designs, trademarks, brand names, and software (collectively, the ‘Site Content’). 

You hereby acknowledge that the Site Content is protected by all copyright, trademark, and other applicable intellectual property laws. Your use of the Site does not grant, or transfer to you, any ownership or other rights in the Site Content, and except as expressly provided, nothing herein or within the Site shall be construed as conferring on you or any other person any license under any of Food Banks Canada, or any third party’s intellectual property rights, including, without limitation, any right to download, display, reproduce, distribute, modify, edit, alter or enhance any of the Site Content in any manner whatsoever. Any rights not expressly granted to you in these Terms of Use are expressly reserved by Food Banks Canada. For greater certainty, you agree that you will not take any action that is inconsistent with Food Banks Canada ownership of the Site and/or Food Banks Canada ownership of, or any third party’s ownership of, any Site Content. Without limiting the generality of the foregoing, users of this Site shall be entitled to copy Site Content contained within this Site only for their own personal and non-commercial use, but may not republish or reproduce any such Site Content in any manner without the prior written consent of Food Banks Canada. Food Banks Canada hereby grants each user of this Site a limited, non-exclusive and revocable license to make personal and non-commercial use of the Site and its Site Content. For greater certainty, this limited license only allows you to view, download, or print materials from this Site for your own personal and non-commercial use (provided all original copyright, trade-mark and other notices are preserved in their original form). This limited license does not include any rights not specifically enumerated herein, and, for greater certainty, does not include permission to copy, redistribute, reproduce or republish, in any form, any content contained within this Site. 

Certain names, graphics, logos, icons, designs, words, titles, or phrases contained within the Site may constitute trade names, registered or unregistered trademarks or service marks (collectively, ‘Trademarks’) of Food Banks Canada or other entities. Trademarks may be registered in Canada and in other countries as applicable. All Trademarks not owned by Food Banks Canada are the property of their respective owners, and, where used by Food Banks Canada is used under license or with permission. All Trademarks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trademarks, except as expressly provided for herein, without the expressed written consent of the applicable owner is strictly prohibited. Nothing contained herein or on this Site may be construed as granting, by implication, estoppel, or otherwise, any license to use any Trademark(s). You agree that you will not take any actions inconsistent with Food Banks Canada ownership of, or any third party’s ownership of, the Trademarks. 

6. License Granted by Site Users to Food Banks Canada (Re: User Content)

Certain features and/or portions of this Site permit you to upload, post, or otherwise transmit User Content. By using any such features and/or portions and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) are giving Food Banks Canada permission to forever use any User Content you submit on or through the Site. 

By using the Site and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby: (i) grant to Food Banks Canada a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive, and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate, and create compilations and derivative works from any and all User Content (in any format or media) that you post on, upload, or otherwise submit to or through, the Site; and (ii) waive all moral rights in and to all User Content that you post on, upload, or otherwise submit to or through the Site in favour of Food Banks Canada. For greater certainty, this means that, among other things, Food Banks Canada has the right to use any and all ideas you submit (including ideas about our products, services, publications, or advertising campaigns) in any manner that we choose, without any notice or obligation to you whatsoever. 

Without limiting the generality of the foregoing, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby grant to each user of the Site a worldwide, perpetual, irrevocable, royalty-free, non-exclusive license to share any and all User Content (in any format or media) that you post on, upload, or otherwise submit to or through the Site via any share functionality that may be available on the Site. 

7. User Waivers and Representations (Re: User Content)

By using the Site and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby acknowledge, agree, warrant, and represent to Food Banks Canada that any and all User Content (in any format or media) you post on, upload to, or otherwise submit to or through the Site: 

1. Is original to you and that you have obtained all necessary rights in and to the User Content and all of its components (if applicable) to post, upload, or otherwise submit it to or through the Site; and 
2. Does not violate any law; and 
3. Complies with these Terms of Use

Without limiting the generality of the foregoing, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) also hereby acknowledge, agree, warrant, and represent to Food Banks Canada that: 

1. You shall be responsible for all acts or transactions that occur under your user account, including, without limitation, for ensuring the accuracy, reliability or completeness of any and all User Content you upload, post, or otherwise transmit to or through the Site; 
2. We cannot (nor are we required to) guarantee the accuracy, reliability, or completeness of any User Content; and 
3. We do not generally screen or edit User Content, but that we reserve the right, in our sole and absolute discretion and at any time, although we are under no legal obligation to do so, to monitor, edit, or otherwise remove, without any notice and without obligation or incurring any liability, any User Content (or any portion of any User Content) on the Site 

8. Indemnification by User

By using the Site, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby agree to indemnify, defend, and hold harmless Food Banks Canada and each of its agents, employees, directors, successors, and assigns (collectively, the ‘Releasees’) from any loss, liability, claim, demand, damage, or expense asserted by any entity relating in any way to your use of the Site, User Content, and/or breach of these Terms of Use, including, without limitation, any and all claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trademark infringement, or any other cause of action. 

9. Notice of Infringing User Content

Food Banks Canada has the right, without provision of notice to: 

• Remove or refuse to post on the Site any User Submissions for any or no reason in our sole discretion 
• At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the Site and User Submissions and Site Content Standards or Terms and Conditions 
• Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Site 
• Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site 
• Terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms and Conditions 

YOU WAIVE AND HOLD HARMLESS FOOD BANKS CANADA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY FOOD BANKS CANADA AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER FOOD BANKS CANADA OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES. 

We have no obligation or responsibility to any party to monitor the Site or its use and do not and cannot undertake to review material that you or other users submit to the Site. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws. To complain about User Content and/or to provide notice of allegedly infringing materials on the Site, please contact us at: webmaster@foodbankscanada.ca. 

10. Disclaimer and Limitation of Liability

TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE SITE AND ALL INFORMATION CONTAINED ON OR ACCESSED FROM THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. 

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER FOOD BANKS CANADA NOR ITS AFFLIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, VOLUNTEERS, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS (COLLECTIVELY THE ‘RELEASEES’) MAKE ANY REPRESENTATION OR WARRANTY THAT: (I) THE SITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND SOFTWARE; (II) THE SITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS, OR OTHER DESTRUCTIVE, INTRUSIVE, OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE SITE WILL BE SECURE; (V) THE USE OF THE SITE WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE SITE WILL NOT CAUSE ANY DAMAGE TO YOUR COMPUTER SYSTEMS, SOFTWARE OR ELECTRONIC FILES. 

COMMENTS OR OPINIONS EXPRESSED ON THE SITE ARE THOSE OF THEIR RESPECTIVE SITE USERS ONLY. THE VIEWS EXPRESSED ON THE SITE AND IN USER CONTENT DO NOT NECESSARILY REPRESENT OR REFLECT THE VIEWS OF FOOD BANKS CANADA. THE RELEASEES ARE NOT RESPONSIBLE FOR, AND DISCLAIMS ALL LIABILITY IN RELATION TO, THE USER CONTENT POSTED, UPLOADED, OR OTHERWISE SUBMITTED TO OR THROUGH THE SITE. 

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE SITE ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. THE INFORMATION ON THE SITE IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION. 

THE RELEASEES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER ARISING FROM, CONNECTED WITH, OR RELATING TO THE SITE. YOU EXPRESSLY ACKNOWLEDGE THAT FOOD BANKS CANADA HAS ENTERED INTO THIS AGREEMENT WITH YOU (OR, WITH YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) AND MAKES THE SITE AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN YOU (OR, YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) AND FOOD BANKS CANADA. YOU (AND YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF A FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT. 

11. Electronic Transmissions

The transmission of data or information over the internet or other forms of networks may not be secure and is subject to possible loss, interception, or alteration while in transit. The Releasees do not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the internet or otherwise within the Site, such as transmissions involving the exchange of electronic messages of any kind (including those which may contain your personal information). In no event will the information you provide on, or through the Site, be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without your consent. While every effort is made to ensure that all software provided on the Site is suitable for use on a wide variety of computer systems, you should take reasonable and appropriate precautions to scan for computer viruses and ensure compatibility of the software with your specific computer system. You should ensure that you have a complete and current backup of the information contained on your computer system prior to installing any such software. 

12. Privacy

Without limiting the generality of these Terms of Use, your use of the Site is also subject to the terms of our Privacy Policy, which is hereby incorporated into and made part of these Terms of Use. Please carefully review our Privacy Policy. By using the Site, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) signify that you have read, fully understand, and agree to be legally bound by our Privacy Policy. 

13. Accuracy and Changes

Facts and information provided by Food Banks Canada on the Site are believed to be accurate when placed on the Site. Changes may be made at any time to the information at this Site without prior notice. Please consult us for complete and up-to-date information on products and services. 

The content on the Site is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on the Site. 

Although we make reasonable efforts to update the information on the Site, we make no representations, warranties, or guarantees, whether expressed or implied, that the content on the Site is accurate, complete, or up-to-date. Your use of the Site is at your own risk and neither Food Banks Canada nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the Site. 

The Site may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by Food Banks Canada, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Food Banks Canada. Neither Food Banks Canada nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials. 

14. Links

This Site may contain links to websites that are independently owned and operated by third parties. These other websites may have their own privacy policies and terms and conditions that are not governed by these Terms of Use. We are not responsible for the privacy practices or the content of any website(s) owned and operated by any such third parties. Other websites may collect and treat information collected differently, so we encourage you to carefully read and review the privacy policy for each website you visit. Any links from this Site to other websites, or references to products, services or publications other than those of Food Banks Canada, do not imply the endorsement or approval of such websites, products, services, or publications by Food Banks Canada. 

15. Termination

If you breach any provision of these Terms of Use or Privacy Policy, you may no longer use the Site. We may, in our sole discretion, change, suspend, or terminate, temporarily or permanently, the Site or any part thereof or any of its features at any time, for any reason, without any notice or liability to you or any other entity. If these Terms of Use or your permission to use the Site is terminated by us for any reason, the Agreement formed by your (or, your parent’s or legal guardian’s on your behalf, if you are under the age of majority in your jurisdiction of residence) acceptance of these Terms of Use will nevertheless continue to apply and be binding upon you in respect of your prior use of the Site and anything relating to or arising from such use. If you are dissatisfied with the Site or with these Terms of Use or Privacy Policy, then your sole and exclusive remedy is to discontinue using the Site. The Disclaimer and Limitation of Liability, Intellectual Property and Indemnity provisions in this Agreement shall survive any termination of this Agreement. 

16. Governing Law and Choice of Forum 

The Site and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.   

Any action or proceeding arising out of or relating to this Site and under these Terms and Conditions will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. 

17. General

If any provision of these Terms of Use is held invalid, or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions of these Terms of Use shall continue in full force and effect. No failure to exercise or delay in exercising any right, remedy, power, or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

These Terms of Use are binding upon you, your heirs, executors, beneficiaries, successors, and assigns and you may not assign this Agreement to any other party without our prior written consent, which consent may be withheld in our sole and absolute discretion.