TERMS OF USE

Menderist.com (“we,” “us,” or “our”), the Operators of this Website, welcome you. We provide our Website, menderist.com (the “Website”), as a public service to our users.

Please carefully review the following basic rules that govern your use of the Website. Note that your use of the Website constitutes your unconditional agreement to follow and be bound by these Terms and Conditions of Use and our Privacy Policy. If you (the “User” or “Visitor”) do not agree to them, do not use the Website, provide any materials to the Website or download any materials from them.

The Operators reserve the right to update or modify these Terms and Conditions without prior notice to the User. Your use of the Website following any such change constitutes your unconditional agreement to follow and be bound by these changed Terms and Conditions. For this reason, we encourage you to review these Terms and Conditions of Use whenever you use the Website.

These Terms and Conditions of Use apply to the use of the Website and do not extend to any linked third-party sites. These Terms and Conditions and our Privacy Policy, which are now incorporated by reference, contain the entire agreement (the “Agreement”) between you and the Operators concerning the Website. Any rights not expressly granted herein are reserved.

Any user who registers (subscribes) with us (each is considered to be a “Registered User”) is agreeing to the terms of this Agreement and any accompanying Terms and Conditions. 

THE SECTIONS BELOW, TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER,” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Capitalized terms not defined in these Terms of Use shall have the meaning outlined in our Privacy Policy.

1. Description and Use of Our Website

We provide Visitors and Registered Users with access to the Services described below.

Visitors. Visitors, as the term implies, are people who do not register with us but want to explore the Website. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Website and (ii) email us.

Registered Users. Registered Users (Subscribers) can do all the things that Visitors can do, plus: access exclusive content available only to Registered Users; sign up for our alerts and other notifications; and become part of the Menderist.com community.

Menderist.com is under no obligation to accept any individual as a Registered User and may accept or reject any registration in its sole and complete discretion. In addition, Menderist.com may deactivate any account at any time, including, without limitation, if it determines that a Registered User has violated these Terms of Use.

2. Community Guidelines

Menderist.com’s Twitter social media community (and its communities on other social media platforms), like any community, functions best when users follow a few simple rules. By accessing and/or using the Website, you agree to comply with these community guidelines (the “Community Guidelines”) and that:

You will comply with all applicable laws in your use of Menderist.com Community forums and will not use the Community for any unlawful purpose;

You may not upload or transmit any material that infringes or misappropriates any person’s copyright, patent, trademark, or trade secret or disclose via the Website any information, the disclosure of which would constitute a violation of any confidentiality obligations you may have.

You may not upload any viruses, worms, Trojan horses, or other forms of harmful computer code, nor subject the Website’s network or servers to unreasonable traffic loads, or otherwise engage in conduct deemed disruptive to the ordinary operation of the Website.

You are strictly prohibited from communicating, on or through the Website, any unlawful, harmful, offensive, threatening, abusive, libellous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort. This prohibition includes but is not limited to, any material that encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable local, state/province, national, or international law.

• You will not “stalk,” threaten, or otherwise harass another person;

• You will not spam or use the Website to engage in any commercial activities;

• If you post any Content, you will stay on topic;

• You will not access or use the Website to collect any market research for a competing business;

• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

You are expressly prohibited from using and compiling other Users’ personal information, including addresses, email addresses, telephone numbers, fax numbers, or other contact information that may appear on the Website, for the purpose of compiling or creating marketing and/or mailing lists and from sending other Users unsolicited marketing materials, whether by facsimile, email, or other technological means.

You are also prohibited from distributing Users’ personal information to third-party organizations for marketing purposes. The Operators shall deem the compiling of marketing and mailing lists using Users’ personal information, the sending of unsolicited marketing materials to Users, or the distribution of Users’ personal information to third parties for marketing purposes as a material breach of these Terms and Conditions of Use, and the Operators reserve the right to terminate or suspend your access to and use of the Website and to suspend or revoke your membership without refund of any membership dues paid.

The Operators note that unauthorized use of Users’ personal information in connection with unsolicited marketing correspondence also may constitute violations of various state/province and federal anti-spam statutes. The Operators reserve the right to report the abuse of Users’ personal information to the appropriate law enforcement and government authorities, and the Operators will fully cooperate with any authorities investigating violations of these laws.

• You will not use any automated means or any other automatic device, utility or manual process of any kind, such as a robot (“bot”), spider or scraper, extraction tool, or other automated means to access the Website for any purpose without our express written permission; however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials;

• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and

• You will inform us about inappropriate content of which you are aware. If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

In our sole and absolute discretion, we reserve the right to deny you access to the Website, or any portion of the Website, without notice and to remove any content that does not adhere to these Community Guidelines.

3. Sign-in Name; Password; Unique Identifiers

When subscribing to Menderist and/or contributing content, you must provide true, accurate, current, and complete information. Each Subscriber Name and/or Contributor Name can be used by only one Registered User, and sharing your access credentials with others (especially if they are using your credentials to access our proprietary content as defined below) is a material breach of this Agreement. You are solely responsible for the confidentiality and use of your Subscriber and/or Contributor Name and any Password or other Unique Identifiers, as well as for any use, misuse, or communications entered through the Website using one or more of them. You will promptly inform us of any need to deactivate a Sign-In Name or change any Unique Identifier. We reserve the right to delete or change your Subscriber or Contributor Sign-In Name or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.

4. Copyrights and Trademarks 

This Site’s materials, organization and layout are copyrighted and are protected by Canadian and international copyright laws and treaty provisions. You may access, download and print materials on this Website solely for your personal and non-commercial use; however, any printout of this Site, or portions of the Site, must include Menderist.com’s copyright notice. No right, title or interest in any of the materials contained on this Site is transferred to you as a result of accessing, downloading or printing such materials. You may not copy, modify, distribute, transmit, display, reproduce, publish, license any part of this Site; create derivative works from, link to or frame in another website; use on any other website, transfer or sell any information obtained from this Site without the prior written permission of Menderist.com.

Except as expressly provided under the sections above, you may not use, reproduce, modify, transmit, distribute, or publicly display or operate this Website without the prior written permission of Menderist.com. You may not use a part of this Website on any other Website without Menderist.com’s prior written consent.

Menderist.com respects the intellectual property rights of others and expects our Users/ users to do the same. The policy of Menderist is to terminate the accounts of repeat copyright offenders and other users who infringe upon the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us via email at hello @ Menderist.com

5. Registered User Content; Licenses

As noted above, the Website allows Subscribers to submit content. You expressly acknowledge and agree that once you submit your Registered Subscriber Content for inclusion into the Website, it will be accessible by others and that there is no confidentiality or privacy concerning such Registered Subscriber Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT MENDERIST.COM, ARE ENTIRELY RESPONSIBLE FOR ALL THE REGISTERED SUBSCRIBER CONTENT THAT YOU POST, EMAIL, OR OTHERWISE TRANSMIT VIA THE WEBSITE AND ANY SOCIAL MEDIA PLATFORMS.

Upon publishing with Menderist.com you grant us and our sublicensees:

– a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Registered Subscriber Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. 

– the right, but not the obligation, to use your Registered Subscriber Content, your Submitted Name, likeness, and photograph, if applicable, in connection with any use of the related Registered Subscriber Content permitted by the previous sentence and/or to advertise and promote the Website, Menderist.com and our products and services. 

Without limiting the preceding, you acknowledge and agree that uses of your Registered Subscriber Content, name, likeness, and photograph permitted by the preceding rights and licenses may include the display of such Registered Subscriber Content, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.

If you submit Registered Subscriber Content to us, each such submission constitutes a representation and warranty to Menderist.com:

• that such Registered Subscriber Content is your original creation (or that you otherwise have the right to provide the Content)
• that you have the rights necessary to grant the license to the Registered Subscriber Content under the prior paragraph, and 
• that it and its use by Menderist.com and its content partners as permitted by this Agreement does not, and will not, infringe or misappropriate the intellectual property or moral rights of any person or contain any libellous, defamatory, or obscene material or content that violates our Community Guidelines.

6. Unsolicited Submissions; Communications with Us

Menderist.com periodically posts a notice requesting submissions in our ‘Share Your Story’ page on the Website. Other than this Open Submission notifier, our employees and we do not accept, review, or consider any unsolicited ideas, suggestions, works, materials, proposals, or content (collectively “Unsolicited Submissions”). Please do not send or provide us with any Unsolicited Submissions in any form. Our company policy is to delete any such Unsolicited Submission without reading it.

The purpose of this Section is to avoid potential misunderstandings or disputes when our products, services, or content seem similar to an Unsolicited Submission you provided to us. If despite our request that you do not send us your Unsolicited Submissions, you still submit them, then regardless of what your correspondence says, the following terms will apply to your Unsolicited Submissions.

• You acknowledge that no fiduciary or confidential relationship now exists between you and us, and you further acknowledge that no such relationships are established between you and us because of your submission of any Unsolicited Submissions.

• You acknowledge that materials (or portions thereof) developed, created, acquired, licensed, or otherwise obtained by us, or third-party materials to which we have had access, may be similar or identical to the Unsolicited Submission (or portions thereof) in theme, idea, plot, format, and/or other respects. You agree that you will not be entitled to any compensation because of the use of any such similar or identical material. In this connection, you hereby release and absolutely and forever discharge us of and from all claims, damages, legal fees, costs, expenses, debts, actions, and causes of action of every kind and nature whatsoever — whether now known or unknown, suspected or unsuspected, asserted or unasserted, which you currently have, or at any time heretofore ever had or which you may have in the future, against us which in any way arise out of or in connection with any such similar or identical material.

• Although we encourage you to email us feedback and questions about our existing products and services, we do not want you to, and you should not, email us any content that contains confidential information. In addition, any such feedback and questions you send to us will be deemed non-confidential and not proprietary, and we shall be free to use and redistribute them unrestrictedly without compensation or attribution to you.

7. Warranty Disclaimer

THE WEBSITE AND ASSOCIATED MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE OPERATORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. THE OPERATORS MAKE NO REPRESENTATIONS OR WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO THE OPERATORS MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE. THE OPERATORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE WEBSITE.

IN NO EVENT SHALL THE OPERATORS OR ANY OF THEIR AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE, MISUSE OF OR INABILITY TO USE THE WEBSITE, EVEN IF THE OPERATORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR BUSINESS INTERRUPTION THAT RESULTS FROM THE DOWNLOAD OF CONTENT. THE OPERATORS SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED IN OR APPEARING ON THE WEBSITE. YOUR PARTICIPATION IN THE WEBSITE IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE OPERATORS OR THROUGH THE OPERATORS, THEIR EMPLOYEES, OR THIRD PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE, BY YOUR USE OF THE THE WEBSITE, THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK.

LIABILITY LIMITATION. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL THE OPERATORS OR ANY OF THEIR AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO USER OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE THE WEBSITE OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR FOR ANY INFORMATION OBTAINED THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE OPERATORS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

THE OPERATOR’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE WEBSITE WILL NOT EXCEED FIVE U.S. DOLLARS ($5.00). USER AGREES AND ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT THE OPERATORS WOULD NOT PROVIDE THE WEBSITE ABSENT SUCH LIMITATION.

8. External Sites

The Website may contain links to sites owned or operated by independent third parties. These links are provided for your convenience and reference only. We do not control such sites and, therefore, we are not responsible for any content posted on these sites. The fact that the Operators offer such links should not be construed in any way as an endorsement, authorization, or sponsorship of that site, its content or the companies or products referenced therein, and the Operators reserve the right to note its lack of affiliation, sponsorship, or endorsement on the Website. If you decide to access any of the third-party sites linked to by the Website, you do this entirely at your own risk. Because some sites employ automated search results or otherwise link you to sites containing information that may be deemed inappropriate or offensive, the Operators cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in third party sites, and you hereby irrevocably waive any claim against us with respect to such sites.

9. Representations; Warranties; and Indemnification

(a) If you are a Registered User (Subscriber), you hereby represent, warrant, and covenant that:

• You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your Registered User Content and any other works that you incorporate into your Registered User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder.

• Use of your Registered User in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and

• You shall not submit to the Website any Registered User Content that violates our Community Guidelines set forth above or any other term of this Agreement.

(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your breach of this Agreement; (ii) your misuse of the Content or the Websites; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

10. Compliance with Applicable Laws

The Website is based in Canada. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of North America. If you access the Website or the Content from outside of North America, you do so at your own risk. Whether inside or outside of North America, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

11. Termination of the Agreement

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability. The following sections shall survive any termination of this Agreement: “Intellectual Property,” “Registered User Content; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”

12. Digital Millennium Copyright Act

Menderist.com respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Menderist.com
5-18 Ringwood Drive, Suite 140
Stouffville, Ontario
L4A 0N2
hello@menderist.com

If you believe that your work has been copied on the Website in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including

1. a description of the copyrighted work that has been infringed, and the specific location on the Website where such work is located;
2. a description of the location of the original or an authorized copy of the copyrighted work;
3. your address, telephone number and email address;
4. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
5. a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
6. an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

13. CONTROLLING LAW

This Agreement and any action related thereto will be governed by the laws of the province of Ontario without regard to its conflict of laws provisions.

14. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, the Content, or the Website (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules www.adr.org and Procedures and in accordance with the Expedited Procedures in those rules,or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Canada. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 18 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

15. Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between you and us individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16. Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and provincial courts in the Province of Ontario for purposes of any such action by us.

17. Miscellaneous

Our failure to act on, or enforce, any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by you and us in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.