SCHEDULE G I
CENTRSOURCE TERMS OF USE - CONSUMER
LAST REVISED AS OF FEBRUARY 2011
THIS IS A LEGALLY BINDING AGREEMENT (THE "AGREEMENT") BETWEEN YOU AND CENTRSOURCE (AS DEFINED BELOW). YOU MUST READ THE TERMS AND CONDITIONS OF USE SET OUT BELOW CAREFULLY BEFORE USING ANY CENTRSOURCE.COM WEBSITE. BY ACCESSING, BROWSING, REGISTERING FOR OR OTHERWISE USING THIS WEBSITE, YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS AMENDED FROM TIME TO TIME BY CENTRSOURCE IN ITS SOLE DISCRETION. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, DO NOT USE THIS CENTRSOURCE WEBSITE AND/OR ANY OTHER CENTRSOURCE PRODUCTS.
THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
Please note that we do not provide warranties for the Service. This Agreement also limits our liability. These terms are in sections 16 and 17 and we ask you to read them carefully.
1. APPLICATION
CentrSource is an Internet advertising service owned by CentrSource (Canada) Ltd. and operated in Canada in alliance with Canada Post Corporation as country sponsor (hereafter jointly referred to as "CentrSource", "we", "our" or "us"). "You", "your" or "consumer" means an adult user of the Service (as defined herein) acting independently or as parent or guardian for any minor whom you allow to access the Service and for whom you will be held strictly responsible.
The third party entity whose branding may appear on the banner section of the CentrSource website you are accessing (the “Community Publisher”) does not own or operate CentrSource or the CentrSource website. As such, the Community Publisher is released from any and all liability relating to the use of CentrSource.
By accessing or using any CentrSource and Community Publisher co-branded website ending in “.ca.centrsource.com” (the "Service”) you acknowledge that you have read, understand and agree to be bound by this Agreement, whether or not you are a registered member of Centrsource.
Please note that there is no legal partnership between the Community Publisher and CentrSource.
2. AMENDMENTS TO TERMS OF USE
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to the Agreement on the Service and will indicate at the top of this page the date the Agreement was last revised. Your continued use of the Service after any such change constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revisions, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly check the Service to determine if there have been changes made and to review such changes. We may modify or terminate our services from time to time, for any reason and without notice including the right to terminate with or without notice without liability to you, any other consumer or any third party.
3. MEMBERSHIP, REGISTRATION DATA, ACCOUNT AND SECURITY
Membership registration in the Service is void where prohibited. CentrSource does not accept membership registrations from consumers who are under 18 years of age. By registering with CentrSource, you represent that you are at least 18 years old.
Upon registration with the Service you will be issued a login and password (collectively, the "Account") in order to access certain sections of the Service and/or certain services available through the Service. In consideration of your use of the Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration or consumer information forms on the Service ("Registration Data);(b) maintain the security and confidentiality of your Account; (c) maintain and promptly update the Registration Data, and any other information you provide to CentrSource, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
You are solely responsible for all activities that occur through the use of your Account and are solely responsible for protecting the security and confidentiality of your Account. You agree to: (a) immediately notify CentrSource of any unauthorized use of your Account or any other breach of security; and (b) ensure that you exit from your Account at the end of each session. CentrSource will not be liable for any loss or damage arising from your failure to comply with this section or from unauthorized use of your Account. You may also be issued a new Account or required to change your Account from time to time in the sole discretion of CentrSource.
You acknowledge that we are acting in reliance on the Registration Data you provide to us and that we are not required to evaluate the truth, accuracy or currency of such Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or CentrSource has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CentrSource has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof).
4. LIMITED LICENSE
Provided that you are eligible for use of the Service, you are granted a limited, non-exclusive, non-transferable license to access and use the Service and to download or print a copy of any portion of the content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact (the "License"). You may not republish such content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Service content is strictly prohibited.
Such License is subject to terms and conditions of this Agreement and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Service or the content other than as specifically authorized herein, without the prior written permission of CentrSource, is strictly prohibited and will terminate the License granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise. The License is revocable at any time without notice and with or without cause.
5. PRIVACY POLICY
The personal information that you provide to us when you become a registered member of the Service is collected and used by us in accordance with this Agreement, which includes our Privacy Notice, and by agreeing to be bound by this Agreement, you hereby consent to that collection and use.
CentrSource adheres to the Canadian Marketing Association Code of Ethics and Standards of Practice.
6. SERVICE CONTENT
You acknowledge and agree that in using the Service, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language or containing mature subject matter. You agree to use the Service at your sole risk and that CentrSource shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.
7. USER CONDUCT
You acknowledge and agree that the Service is available for your personal, non-commercial use only.
You are solely responsible for all photos, messages, notes, text, information, and other content that you upload, publish or display (hereinafter "Post") on or through the Service, or transmit to or share with other consumers (collectively, the "Consumer Content). You understand and agree that CentrSource may, but is not obligated, to review and delete or remove, without notice, any Consumer Content in its sole discretion, including without limitation Consumer Content that, in the sole discretion of CentrSource violates this Agreement or which might be offensive, profane, illegal, or may violate the rights, harm, or threaten the safety of other consumers or others using the Service. You also agree that that your use of any Consumer Content Posted by another consumer is at your own risk.
By Posting Consumer Content to any part of the Service, you grant, and you represent and warrant that you have the right to grant, to CentrSource a non-exclusive, irrevocable, perpetual, royalty free, sublicensable right, in Canada, to (i) organize, reproduce, display and otherwise exercise the copyright, publicity and database rights you have in the Consumer Content you Post on any part of the current or future Service; and (ii) reproduce, transmit, publicly display and/or distribute your Consumer Content as part of the Service.
You acknowledge and agree that CentrSource may preserve Consumer Content and may also disclose Consumer Content if required to do so by law or as is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Consumer Content violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of CentrSource, its users and the public.
You covenant and agree that no Consumer Content submitted through your Account or otherwise Posted or shared by you via the Service will violate or infringe the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, or contain libellous, defamatory or otherwise unlawful material. You agree that you will not use the Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service.
You further covenant and agree that:
(i) you will not register for more than one Account, register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity;
(ii) you will not use the Service in a way that harms us or our advertisers, affiliates or any customer of ours or our advertisers or affiliates;
(iii) you will not upload, Post, transmit, share, store or otherwise make available any Consumer Content that is or may be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
(iv) you will not upload, Post, transmit, share, store or otherwise make available any Consumer Content or any link to a website landing page that contains images, text or representations that are suggestive of sexual activity or otherwise unsuitable for family audiences, in the discretion of CentrSource;
(v) you will not upload, Post, email, transmit or otherwise make available any Consumer Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
(vi) you will not impersonate any person or entity, including but not limited to a person or entity affiliated with CentrSource, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
(vii) you will not upload, Post, transmit, share, store or otherwise make publicly available on the Service any private or personal information of any third party, including, without limitation, addresses, phone numbers, email addresses, social insurance numbers, and credit card numbers;
(viii) you will not solicit personal information from anyone under 18 or solicit passwords or personal information for commercial or unlawful purposes;
(ix) you will not copy, modify, or distribute any content from the Service except for your own Consumer Content;
(x) you will not interfere with or disrupt the Service, or any of our other sites, servers, or networks, or disobey any requirements, policies, or regulations of networks connected to the Service;
(xi) you will not take any action to undermine the feedback or rating features of the Service or the SourcePoint$ program as described in section 8;
(xii) you will not take any action that imposes an unreasonably or disproportionately large load on our infrastructure;
(xiii) you will not distribute or post spam, chain letters or pyramid schemes on the Service;
(xiv) you will not use any automated process or service to access or use the Service ;
(xv) you will not use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Service;
(xvi) you will not resell or redistribute the Service, or any part of the Service; and
(xvii) you will not intentionally or unintentionally violate any applicable international, federal, provincial or municipal law while using the Service.
ANY ATTEMPT TO DELIBERATELY DAMAGE THE SERVICE OR ANY RELATED WEBSITE MAY BE A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, CENTRSOURCE RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO CRIMINAL PROSECUTION.
Without limiting other remedies, we may limit, suspend, or terminate any Account, prohibit access to the Service and legal steps to keep you off the Service if we think you are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of this Agreement. We also reserve the right to cancel Accounts that have been inactive for longer than one (1) year.
8. SOURCEPOINT$ PROGRAM
CentrSource maintains a loyalty program called “SourcePoint$” which is available only to registered consumers. Via the SourcePoint$ program, a registered consumer can earn SourcePoint$ while using the Service. Such SourcePoint$ may subsequently be redeemed for merchandise in the SourcePoint$ store.
SourcePoint$ are collected by registered consumers from Sellers or Community Publishers. Such Sellers or Community Publishers Offer SourcePont$ in their sole discretion and are solely liable for their use of the SourcePoint$ system and all disputes arising due to their use of the SourcePoint$ system.
Once collected by a registered consumer, SourcePoint$ are non transferrable. SourcePoint$ have no cash value.
9. OFFERS
You may be provided with opportunities to respond to various promotions or advertisements posted on the Service by Sellers (each, an “Offer”). The placement of Offers on the Service, the mechanism for responding to Offers and the required content of a response to an Offer are each in the sole discretion of the Seller placing the Offer. Responses to an Offer may be limited or restricted by the Seller placing the Offer, in such Seller’s sole discretion. You shall not circumvent such limitations or restrictions in order to secure any unintended benefit from responding to an Offer.
Any response to an Offer, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such Offer, are solely between you and the Seller placing the Offer. CentrSource assumes no liability, obligation or responsibility for any part of any Offer.
CentrSource may provide you with mechanisms to rate Offers and recommend Offers to other consumers. You shall not rate or recommend any Offer from which you may obtain a financial or other benefit.
10. TERM, TERMINATION AND MODIFICATION
The Term of this Agreement begins on the earliest of: the date that CentrSource accepts your registration with the Service; or the date on which you first access the Service, and continues until this Agreement is terminated either by you or by CentrSource in accordance with its terms.
CentrSource may in its sole discretion and at any time discontinue or modify the provision the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that CentrSource may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Service. Further, you agree that CentrSource shall not be liable to you or any third party for any termination of your access to the Service, or modification, suspension or discontinuance of the Service.
You agree that CentrSource, at any time and in its sole discretion, may terminate your Account (or any part thereof), remove and discard any Consumer Content within the Service or prevent you from accessing the Service for any reason, including, without limitation, for lack of use or if CentrSource believes that you have violated or acted inconsistently with the letter or spirit of the Agreement.
You may terminate this Agreement at any time by deleting your Account from the Service or ceasing to access the Service.
Sections 11, 12, 13, 16, 17, 18 and 19 of this Agreement survive termination.
11. PROPRIETARY RIGHTS IN SERVICE CONTENT
You acknowledge and agree that the Service and any software used in connection with the Service (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interfaces provided by CentrSource for use in accessing the Service.
CentrSource does not grant you any right or license, express or implied, in the Software. You acknowledge that CentrSource is and shall be the sole owner of all right, title and interest in and to any and all information, data, compilations and processes resulting from CentrSource's operation of the Service.
12. TRADEMARKS
“CENTRSOURCE”, “CANADA POST” and other Service graphics, logos, designs, page headers, button icons, scripts and service names, including those of the Community Publisher, are copyrighted and may be trademarked in the United States, Canada and/or other countries. The Canada Post logos used on the Service are on license from Canada Post. CentrSource's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of CentrSource.
13. COPYRIGHT INFRINGEMENT
If you believe that any material on the Service infringes upon any copyright which you own or control, you may send a written notification of such infringement to our designated agent as set forth below:
CentrSource
C/O Copyright Agent
Luce, Forward, Hamilton & Cripps LLP
11988 El Camino Real, Suite 200
San Diego, CA, 92130-2592
The notification must be a written communication that includes the following:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at that site;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(d) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
(e) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
14. REPEAT INFRINGER POLICY
In accordance with applicable law, Centrsource has adopted a policy of terminating, in appropriate circumstances and at Centrsource's sole discretion, consumers who are deemed to be repeat infringers.
Centrsource may also at its sole discretion limit access to the Service and/or terminate the Account of any consumer who infringes any intellectual property rights of others, whether or not there is any repeat infringement.
15. CONTENT LINKED TO CENTRSOURCE
The sites displayed or linked to CentrSource are developed by people over whom CentrSource exercises no control. CentrSource does not screen the source or sites of content before including them on the Service. CentrSource may link to sites and/or content that some people find objectionable, inappropriate, or offensive. CentrSource makes no representations or warranties of any kind regarding the content of such third party sites and does not guarantee that such content will not include unintended or objectionable content and assumes no responsibility for the content of any site included in our lists or otherwise linked to by CentrSource. CentrSource shall not be responsible for the availability of such external sites or resources, or endorse or be liable for any content, advertising, products, or other materials on or available from such sites or resources.
You acknowledge and agree that CentrSource shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked site or resource.
Please report any broken links or objectionable content to [email protected]
16. DISCLAIMER OF WARRANTIES
CENTRSOURCE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL DISPLAYED IN THE SERVICE. CENTRSOURCE DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. CENTRSOURCE DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL ON THE INTERNET THROUGH THE CENTRSOURCE SERVICE.
THE SERVICE, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE SERVICE ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. CENTRSOURCE AND ITS LICENSEES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND IMPLIED WARRANTIES AND CONDITIONS ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE.
CENTRSOURCE AND ITS LICENSEES DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE. CENTRSOURCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CENTRSOURCE AND ITS LICENSEES DISCLAIM ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES. CENTRSOURCE AND ITS LICENSEES DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED ON THE SERVICE. IN NO EVENT WILL CENTRSOURCE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICE.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
SOME STATES, PROVINCES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
17. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL CENTRSOURCE OR ITS LICENSEES BE LIABLE TO ANY CONSUMER ON ACCOUNT OF THAT CONSUMER'S USE OR MISUSE OF OR RELIANCE ON THE SERVICE. SUCH LIMITATION OF LIABILITY FOR ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF CENTRSOURCE OR ITS LICENSEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
SUCH LIMITATION OF LIABILITY APPLIES WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
THIS LIMITATION ALSO APPLIES WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE CENTRSOURCE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE.
THIS LIMITATION ALSO APPLIES, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICE.
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.
THIS LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Without limiting the foregoing, under no circumstances shall CentrSource or its licensees be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Regardless of the foregoing, if we are found to be liable, our liability to you or any third party is limited to $150 Canadian dollars.
18. INDEMNITY
You agree to indemnify, defend and hold harmless CentrSource and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees, from any damages, losses, costs and expenses (including legal fees), incurred in connection with any third party claim or demand alleging or based upon your breach of this Agreement or your violation of any law or the rights of such third party. CentrSource reserves the right but does not have any obligation, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate fully as reasonably required by CentrSource.
19. GOVERNING LAW
This Agreement and your use of the Service shall be governed and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein, excluding the application of any rule or principal of conflict of law that might otherwise refer the construction, interpretation or resolution of any dispute to the laws of another jurisdiction.
Any dispute arising under this Agreement shall be resolved exclusively by the courts located in Toronto in the province of Ontario. You agree not to bring any legal action against CentrSource in any jurisdiction except the province of Ontario and you shall submit and consent to such jurisdiction. If any provision of this Agreement shall be deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions.
20. GENERAL
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Agreement will be effective only if in writing and signed by CentrSource. If any provision of this Agreement shall be deemed unlawful, invalid, or unenforceable by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. Your use of the Service is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between you and Centrsource other than that of independent contractors.
This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
SELECTING “AGREE” WILL BE THE LEGAL EQUIVALENT OF YOUR SIGNATURE ON A WRITTEN CONTRACT, AND EQUALLY BINDING. YOU MUST AGREE TO THESE TERMS AND CONDITIONS IN ORDER TO CREATE AN ACCOUNT AND USE THE SERVICE.