Last Revised: June 14, 2023
CompareHealth Inc. (“CompareHealth”) owns the Website and such services and applications, or contracts with third parties to provide them to you. CompareHealth serves only as the platform provider, and any decisions regarding the marketing and purchase of insurance products are solely those of the insurer, Brokerage, Advisor and Client (as those terms are defined below) and not CompareHealth.
In consideration for your right to access and use the Website and the Services, you agree to the terms and conditions set out below.
As used in this Agreement, “you” means (and “your” refers to) the user of the Services, “we” means (and “us”, “our”, and “ours” refer to) CompareHealth, and “Services” means any and all services and products that are made available on or through the Website or apps we offer from time to time, unless otherwise provided herein. The effective date of this Agreement is when you accept it, in accordance with the terms and conditions that are set out below.
IMPORTANT! YOUR ACCESS TO COMPAREHEALTH AND THE SERVICES IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU PROCEED. ACCESSING AND USING THE SERVICES IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT USE THE SERVICES.
Part 1 – Brokerages and Advisors
Part 1 applies only to Brokerages and Advisors (as those terms are defined below in this Part). As used in this Part, "you" and “User”, as that term is defined below, means (and "your" refers to) an Advisor or Brokerage, as the case may be.
CompareHealth is an online platform that makes quoting and comparing personal health and replacement health insurance plans easy for Users and Additional Users (as those terms are defined below) and their customers or prospective customers (collectively “Clients”) in Canada by generating Client quotes for these health insurance products, on-demand.
User Accounts: Users enroll for a monthly subscription, which provides direct access to CompareHealth. Users and Additional Users can directly generate a maximum number of Generated Client Quotes (as that term is defined below) each Billing Period (as that term is defined below) outlined in the chosen Tier (as that term is defined below).
The maximum number of Generated Client Quotes available to a User and Additional Users in a Billing Period is based on the subscription available for an account through our Website (“Tier”). Users of an Administrator Account (as that term is defined below) may upgrade or downgrade their Tier or the Tier for Additional Users (as that term is defined below) to accommodate usage at any time. Any unused Generated Client Quotes available in a Tier do not carry forward to the subsequent Billing Period and cannot be shared between accounts. A Tier may also provide additional benefits not available in other Tiers or may not be publically displayed on the Website.
Each “Generated Client Quote” is based on the Client’s province, sex and date of birth. CompareHealth will assign a unique alphanumeric ID (“Quote ID”) for each Generated Client Quote. Users and Additional Users may modify other comparison criteria in the Generated Client Quotes, such as the Client’s family details and specific benefits, which are requested by the Client, without further charge, for up to sixty (60) days. CompareHealth allows Users and Additional Users to create and manage quotes, manage account details, input unique commission links for provinces and insurance providers to be credited for sales, and access Tier-specific features such as allowing Clients to generate their own quotes (“Client Quoter”). The Client Quoter will be available in a future release. The “Administrator Account” provides Users access to manage provinces and providers for the User account and the accounts of all Additional Users, view subscription payments, and add Additional Users.
To register, insurance agencies with more than one affiliated Advisor or a managing general agent (MGA), collectively “Brokerages”, and insurance brokers who are independent or affiliated with a Brokerage or insurer (“Advisors”), collectively “Users”, must sign up and create an account using the Services. Users must authorize one affiliated individual, which could be themselves, to access the Administrator Account and use its features.
Creating accounts for Additional Users is done by the User of the Administrator Account only. “Additional Users” are affiliated individuals, such as Advisors and employed staff of an organization, authorized by a User to access their account and to use its features. You may not create an account for any parties outside of your organization.
Creating an Administrator Account and accounts for Additional Users requires submitting certain information, including a name, email address and password. When you register an Administrator Account or an account for additional Additional Users, you agree to provide accurate, current, and complete information about your organization and update it as necessary.
We reserve the right to refuse registration of accounts, or to cancel any existing accounts, that we deem inappropriate, in our sole discretion. If you use the Services, you are solely responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activity that occurs under your account and the activities of all Additional Users. If the Tier includes access to the Client Quoter, you or any Additional User must hold the applicable licenses in the selected provinces to use this feature. You are responsible for all activity, including the activities of all Additional Users that use this feature. We are not responsible for updating your account. When you provide information to us, you represent and warrant that you have legal authority to do so. In particular, you represent and warrant that: you are entitled to submit the information to us; the information is accurate; and the information is not confidential, in violation of any contractual restrictions or third-party rights.
We provide you and Additional Users with the opportunity to provide quotes for insurance products and services to potential unique clients as identified by province, sex and date of birth (collectively, “Clients”), but you and Additional Users are ultimately responsible for your decision to pursue a particular opportunity with a potential Client. We take no part in any communication you and Additional Users have with other Brokerages, Advisors and Clients, and we are not responsible for, or a party to, any agreements you and Additional Users may enter into with these people, including, but not limited to, the offering of insurance products.
TERMS OF PAYMENT: Terms of payment are as set out below and on the Website from time to time.
PRICE: The Services provided to you are sold on the following basis:
These prices (and any other charges in connection with your use of the Services, collectively referred to as the “Fees”) will be as set out on the Website or otherwise in the Services, from time to time. At any time, in our sole discretion, we reserve the right to change the Fees, provided at least fourteen (14) days' notice is provided to you. Any changes to the Fees which involve a monthly subscription fee will take effect in the Billing Period immediately following our notice to you. Your use of the Services after notice is given confirms your acceptance of such terms.
BILLING SCHEDULE: Users are each billed a monthly fee in advance for access to the Services, commencing on the day you sign up for an Administrator Account and on the same date for each subsequent month thereafter during the term of this Agreement (“Billing Period”). Monthly fees for Additional Users will be based on the same date each month that the User in the Administrator Account enrolled each Additional User. Users with access to the Administrator Account can select a different Tier for each Additional User. The Billing Period of any User or Additional User may change for Tier upgrades or downgrades.
TIER UPGRADES AND DOWNGRADES: Users may upgrade or downgrade their subscription Tier and the subscription Tier of any Additional Users anytime in the Administrator Account.
When you upgrade or downgrade any subscriptions you manage, you will be charged the new subscription amount starting on the date you upgrade or downgrade that subscription. You will not receive any monetary credit or refund for the remaining Billing Period of any existing subscription. The starting date of your new Billing Period for the new subscription will change to the date you upgrade or downgrade that subscription.
Any unused Generated Client Quotes for that subscription will carry over for the next Billing Period only and will be automatically forfeited at the start of the next Billing Period. Promo codes cannot be applied to any subscription upgrades or downgrades.
FREE SERVICES AND TRIALS: We may offer, in its entirety or any portion thereof, our Services at no charge to you from time to time, and, in our sole discretion, we reserve the right to limit or terminate your use of any free Services at any time without notice. Free Services, used on a trial basis, will terminate thirty (30) days after the initial sign-up date of your Administrator Account. We will not be liable for any damages from using our free Services.
DISCOUNTS: We may also offer, in its entirety or any portion thereof, our Services at a discounted Fee to you, and, in our sole discretion, we reserve the right to limit or terminate your use of any discounted Services at any time without notice. We will not be liable for any damages from the utilization of our discounted Services.
CANCELLATION AND REFUNDS: You may cancel your subscription any time by contacting us at firstname.lastname@example.org or in the Administrator Account. Any unused portion of the monthly subscription fee that has already been paid will not be refunded. However, you will have access to your account until your current Billing Period ends. The Fees are payable regardless of whether or not the Client ultimately enters into a contractual relationship regarding insurance products and services. Users who repeatedly sign up and cancel their subscriptions may be refused registration.
RENEWALS: Your monthly subscription will automatically renew for successive one (1) month periods, at our then-current prices as set out on the Website or through the Services, from time to time until you cancel your subscription upon fourteen (14) days' written notice to us.
ACCESS TO SERVICES: To access the Services, you will be required to activate your payment method by entering your credit card information (or such other payment methods as we may offer to you from time to time). If your payment method is declined or becomes invalid, your account will be locked until such time your payment method is activated with a valid credit card.
CURRENCY: Unless stated otherwise, all prices quoted are payable in Canadian currency.
CHARGEBACKS AND DISPUTES: You agree to indemnify and hold harmless CompareHealth and its officers, directors, subsidiaries, affiliates, employees, partners, representatives, agents, licensors and their respective successors and assigns (collectively, its "Others"), against any chargeback costs (plus any related fees) which we are required to pay, as a result of a payment dispute with you or in relation to a payment you have made to us through the Website or the Services.
TAXES: The cost of all applicable taxes arising from your use of the Services shall be added to the Fees that you are responsible for paying us.
THIRD PARTY PAYMENT PROCESSOR: Payment of the Fees is processed by and through a third party payment processor, made available to you through the Website. The processing of your payment is therefore conducted by an entity wholly separate from and independent of CompareHealth, and we hereby disclaim absolutely any and all liability, whether direct, indirect, vicarious or otherwise, for the processing of your payment. You acknowledge and agree that we provide access to such third-party payment processors "as is" without any warranties, representations or conditions of any kind. Your use of third-party payment processors is entirely at your own discretion, and you should ensure you are familiar with, and approve, the terms on which such services are provided by the relevant third-party payment processors. We do not have access to your personal credit card details, and your personal details are subject to the security policies and systems employed by the third-party payment processor. As such, you are advised to familiarize yourself with such security policies and systems. Other payment methods may be made available in the future, and you should read this Agreement periodically for the methods that are available.
NO CIRCUMVENTION: You may not use any method, equipment, device, software or other means to (or designed to) circumvent the pricing structure set out in this Agreement and which otherwise applies to the use of the Services. Without limiting the generality of the foregoing, Users and Additional Users may not work in concert with other account holders for the purpose of sharing login account details or any details of Generated Client Quotes that contain the same identifying elements of another Client. You agree that we have the right to monitor and audit your use of the Services, and that, as part of that right, we may, on fifteen (15) days' notice to you, inspect your records, systems and facilities, to verify that your use of the Services conforms to the terms and conditions of this Agreement (including the pricing provisions thereof). You agree to promptly pay any fees which we determine, acting in our sole discretion, acting reasonably, ought to have been charged to your account. In addition to such payment rights, we reserve the right to seek any other remedies available at law or in equity, whether under this Agreement or otherwise, including, without limitation, immediately terminating your access to the Services without any refund. Users who repeatedly sign up and cancel their subscriptions may be refused registration. Do not create an account for any individual or party outside of your organization.
You agree that you will only use the Services for the purpose of generating Client quotes for Clients. The Services may require you to input detailed information regarding Clients, including information about their health. We do not request a Client’s name or any identifying information in your account, nor is it required for the purposes of the Services. In any event, you represent and warrant that you have permission from each Client to input their information for use in the Services, including, but not limited to, the use of the Client Quoter feature.
If your Tier includes access to the Client Quoter (as set out on the Website), a Client would voluntarily provide their name, phone number and e-mail to access comparison details. The Client’s contact details are only shared by e-mail with you and not stored in your account.
You also agree that you will only use the Services to cause quotes and other commercial electronic messages to be forwarded to individuals with whom you have an “existing business relationship”, an “existing non-business relationship”, a “personal relationship” or a “family relationship”, as those terms are defined in the statute known as An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (“CASL”), or that you otherwise have valid consent to send commercial electronic messages to the recipient in a manner that conforms to CASL’s requirements:
Part 2 - General Terms and Conditions
Part 2 applies to all users of the Services, including Clients and other individuals who access the Website.
When you visit the Website, use the Services or send an email to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
We may revise this Agreement, at any time, by updating this posting. We may provide notice to you of such revisions by means of a general notice on the Website. Your continued use of the Services after such revisions are posted will signify your agreement to these revised terms. Therefore, you should visit this page periodically to review this Agreement.
Our Content: Except for Your Content (which is discussed below), all materials displayed or otherwise accessible on the Website or through the Services, including, without limitation, text, photographs, images, illustrations, graphics, icons, code (collectively, "Our Content") and the selection and arrangement of Our Content on the Website are protected by copyright, pursuant to Canadian copyright laws, international conventions and other copyright laws. We either own the intellectual property rights, including copyright, or have acquired the necessary rights or licences, in Our Content. Portions of Our Content may have been licensed to us or otherwise been made available from third parties. Any reproduction, modification, publication, transmission, transfer, sale, distribution, display or exploitation of the Website or Our Content, other than for the purpose of generating Client quotes for Clients, whether in whole or in part, without our express written permission, is strictly prohibited. The display of Our Content does not imply that you have been granted a license by us or other entities with respect to it.
Trademarks: Certain words, phrases, names, designs or logos on the Website may constitute trademarks, services marks, or trade names that are owned by us or others. The display of such marks on the Website does not imply that you have been granted a licence by us or others with respect to them.
If you believe in good faith that any material that is made available on the Website infringes your copyright, or if you have any other complaints about your use of the Services, please contact us at email@example.com. You can also contact us if another Member provides content or otherwise uses the Services in a way that you find objectionable. While we are not responsible for how others use the Services, we will make commercially reasonable efforts to make your use of the Services enjoyable.
Subject to the terms and conditions of this Agreement, you are granted a limited personal, non-exclusive, non-transferable, revocable license to access, view and use the Website, including a limited license to download, print and store single copies of Our Content from the Website, for your personal use, provided that you maintain all copyright and other notices contained in such items and you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, in the Website. Except for the purpose of providing Generated Client Quotes to your Clients, Our Content must not be reproduced, republished, or disseminated in any manner or form without our prior written consent or the prior written consent of the third parties from which such information was collected, as the case may be.
Any person who is found or reasonably suspected to have violated the rules of conduct provided above may be barred from using the Website, in our sole discretion, and may be subject to other legal remedies.
Storage or Deletion of Content: You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any information maintained by us, including, without limitation, Your Content and Our Content. We will provide you access to Your Content, through your use of your account, but we are not responsible for copying, extracting or otherwise transferring Your Content to you.
Limits on Storage: We retain the right to create limits on use and storage, at our sole discretion, at any time, with or without notice.
Our Access to Stored Content: We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary, including, without limitation, Your Content, to: (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce this Agreement, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect our rights, property or safety, our users or the public. We will not be responsible or liable for the exercise or non-exercise of our rights under this Agreement.
Industry Analysis: We reserve the non-expiring right to use, disclose and transfer for value (for commercial purposes or otherwise) the textual and numerical statistical portion of all data in the Services at any time, provided that such data shall not be singularly isolated and labeled as a particular Brokerage, Advisor of Client’s data.
We may make customer service features available to you, as a courtesy only. We are not obliged to provide customer service to you and our decision to do so shall not create an obligation to provide additional customer service to you.
No Endorsement or Responsibility: The Website may include links to other websites, solely as a convenience to users. We do not endorse any users, linked websites or the information, material, product, services or opportunities created by, listed in, or contained on linked websites or accessible through other users or linked websites. We make no express or implied warranties with regard to the information, material, product, services, or opportunities that are contained on or accessible through other users and linked websites.
Linking to the Website: Please request permission to link to the Website prior to linking to the Website. We reserve the right to cancel and revoke any permission we may give to link to the Website at any time, for any reason, without any notice, and without any liability to you or any other person.
NO WARRANTY: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE TRANSACTIONS, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
Use at Your Own Risk: Access to the Services is provided "as is" and without warranties of any kind, either express or implied. By accessing and using the Services, you acknowledge and agree that it is entirely at your own risk. We are not responsible for your reliance on the Services. While we try to keep the Services available without interruption, we are not responsible for ensuring the Services are available or that they will convey information to anyone, on your behalf. We recommend that you review each insurance provider’s website and other information provided by that insurer, before you provide any Generated Client Quotes to a Client and / or conclude any purchase of insurance products.
Agreements and Interaction with Others: The Services allow you to Generate Client Quotes for the purposes of selling insurance products and services to Clients. WE DO NOT SELL OR ENDORSE INSURANCE AND WE ARE NOT A PARTY TO ANY RELATIONSHIPS OR AGREEMENTS YOU MAY HAVE WITH CLIENTS AND ANY INSURERS, AND AS SUCH, YOU ARE SOLELY RESPONSIBLE FOR ALL AGREEMENTS AND ARRANGEMENTS YOU ENTER INTO, AND INTERACTION YOU HAVE, WITH CLIENTS AND ANY INSURERS, INCLUDING, BUT NOT LIMITED TO: (A) SUITABILITY FOR A PARTICULAR PURPOSE; (B) ACCURACY OF DATA OR INFORMATION; AND (C) ANY CONDUCT OF ANY OTHER CLIENTS AND INSURERS. YOU AGREE THAT YOU WILL HAVE NO RECOURSE OR REMEDY AGAINST US, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT. WE DO NOT CONDUCT BACKGROUND CHECKS OR INVESTIGATIONS ABOUT CLIENTS OR INSURERS, OR VERIFY ANY STATEMENTS THEY MAKE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS ABOUT, AND DO NOT GUARANTEE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR THE QUALITY OR SUFFICIENCY OF ANY INSURANCE PRODUCTS AND SERVICES.
Third Party Information: WE TAKE NO RESPONSIBILITY FOR AND DO NOT ASSUME ANY OBLIGATION TO REVIEW OR PRE-SCREEN ANY INFORMATION FROM THIRD PARTIES THAT IS MADE AVAILABLE THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, INFORMATION CONTAINED WITHIN A GENERATED CLIENT QUOTE. WE SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS OR USEFULNESS OF THIRD PARTY INFORMATION. WE ARE NOT RESPONSIBLE FOR ANY MATERIALS OR INFORMATION ON THE WEBSITE OR ANY LINKED WEBSITE THAT YOU MAY FIND OFFENSIVE, UNDESIRABLE OR OBJECTIONABLE.
Verification: We are not responsible for verifying your identity, the identity of anyone who uses your account, or the identity or legitimacy of any other user, posting, resume, or profile.
No Endorsement: WE DO NOT ENDORSE ANY INSURANCE PRODUCTS AND SERVICES. Although we may undertake additional checks and processes designed to help ensure information included in Generated Client Quotes is accurate, we do not make any representations about, confirm, or endorse any insurance products and services. We do not offer professional advice, including, but not limited to, legal, financial, insurance, or accounting advice.
THIS SECTION LIMITS OUR LIABILITY TO YOU AND PROVIDES FOR A RELEASE AND AN INDEMNITY, FROM YOU, IN FAVOUR OF US. PLEASE READ IT CAREFULLY.
LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL YOU BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES FROM US, ARISING DIRECTLY OR INDIRECTLY FROM: (A) ANY BREACH OF THIS AGREEMENT, FUNDAMENTAL OR OTHERWISE; OR (B) ANY OF OUR NEGLIGENCE, ACTS OR OMISSIONS; OR (C) ANY PROVISION, DUTY OR REQUIREMENT OF ANY STATUTE; OR (D) THE CONDUCT, ONLINE OR OFFLINE, OF ANY USER, OR (E) ANY DUTY AT LAW OR IN EQUITY. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY TO YOU FOR DIRECT DAMAGES YOU SUFFER ARISING OUT OF, RELATED TO OR CAUSED BY THIS AGREEMENT OR YOUR USE OF THE WEBSITE OR THE SERVICES EXCEED A MAXIMUM AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID BY YOU TO US WITHIN THE TWELVE (12) MONTHS’ PERIOD PRECEDING THE CLAIM, OR $1,000 (WHICHEVER IS LESSER). YOU ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 12 REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
RELEASE: EXCEPT AS SET OUT IN THIS SECTION 12, YOU AGREE TO RELEASE, REMISE, ACQUIT AND DISCHARGE US FROM ANY CLAIMS, ACTIONS, DEMANDS, COSTS AND EXPENSES OF ANY KIND WHATSOEVER, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, AT LAW OR IN EQUITY, OR BY STATUTE OR OTHERWISE, HOWSOEVER CAUSED, WITH RESPECT TO YOUR USE OF, OR OUR OPERATION OF, THE WEBSITE AND THE SERVICES.
INDEMNITY: YOU AGREE TO INDEMNIFY, SAVE AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS, DEMANDS, JUDGMENTS, AWARDS, DECLARATIONS, ORDERS, SETTLEMENTS, DAMAGES (INCLUDING GENERAL, SPECIAL, PUNITIVE, AGGRAVATED OR EXEMPLARY DAMAGES), LIABILITIES, LOSSES, COSTS, CHARGES, INTEREST AND EXPENSES, OR PROCEEDINGS OF ANY KIND WHATSOEVER WHICH MAY BE INITIATED OR PRESENTED BY ANY OTHER PERSONS, INDIVIDUALS OR OTHER LEGAL ENTITIES, AND WHICH ARISE DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE WEBSITE AND THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY AGREE TO PAY ALL COSTS, FEES AND EXPENSES, ON A SOLICITOR AND OWN CLIENT BASIS, WHICH MAY BE INCURRED BY US, RELATING TO YOUR USE OF THE WEBSITE AND THE SERVICES.
SINCE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES OR LIABILITY, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 12 MAY NOT APPLY TO YOU.
FOR THE PURPOSE OF THIS SECTION 12, THE TERMS “WE”, "US" AND "OUR" SHALL INCLUDE OUR AFFILIATES AND OURS AND OUR AFFILIATES' RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS.
Application of Manitoba Laws: We are physically located, and all activities with respect to the Services and the Website take place, within the Province of Manitoba, Canada. This Agreement will be governed by the laws of the Province of Manitoba and the laws of Canada applicable therein and shall be treated in all respects as a Manitoba contract, without reference to the principles of conflicts of law. In the event of a dispute, you agree to submit to the exclusive jurisdiction of Manitoba’s courts.
Laws Excluded: We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and The International Sale of Goods Act (Manitoba), C.C.S.M. c. S11, as amended, replaced or re-enacted from time to time.
Waiver of Rights: You agree to waive any right you may have to: (a) a trial by jury; and (b) commence or participate in any class action against us related to your use of the Services, the exchange of electronic documents between us or this Agreement and, where, applicable, you also agree to opt out of any class proceedings against us or our licensors.
Agreement in English: The parties hereto have required that this Agreement and all documents relating thereto be drawn up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
Unless otherwise specified, the Website and the Services are presented solely for the purpose of providing products and services in Canada. We make no representation that the Website, the Services, Our Content and all other materials on the Website are appropriate or available for use in any particular location. Those who choose to access the Website do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
We will not be liable for failure or delay in our performance of our obligations under this Agreement due to any cause beyond our reasonable control, including, but not limited to: (a) acts of God; or (b) failure or disruptions in third-party-controlled or operated communications facilities; or (c) worms, viruses and other disabling or disruptive software, communications or files.
Suspension of your Use of the Website by you: You may terminate this Agreement at any time, by cancelling your account. Your termination will be effective when we receive notice of your termination.
Suspension of your Use of the Website by us: If you breach any provision of this Agreement, you may no longer use the Website. We may at any time and for any reason, with or without cause, and in our sole discretion, immediately suspend or terminate (in whole or in part) your permission to use the Website or the Services, all without any notice or liability to you or any other person.
No Refunds or Rights on Termination: Except as otherwise set out expressly in this Agreement, we shall not be responsible for refunding or otherwise paying any funds, amounts or credits that we may owe to you if we have suspended or terminated your permission to use the Website or any part thereof. We reserve the right to cease, suspend or interrupt operation of or access to the Website or any part thereof, and shall not be required to provide any notice in respect of such cessation, suspension or interruption of access, nor shall we have any liability for such cessation, suspension or interruption of access.
Survival: The provisions of Sections that are by their nature intended to survive termination of this Agreement shall survive termination of this Agreement including, but not limited to, Sections 1, 2, 2, 4, 8, 10, 11, 12, 13, 14, 17 and this Section 16.
Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign this Agreement without restriction. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations and warranties with respect to such subject matter. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
If you have any questions about this Agreement, or the Services generally, please contact us at: