MERCHANT TERMS OF SERVICE

Last Updated: September 2, 2023

Introduction

These Merchant Terms of Service (these “Terms of Service”) govern your use of our websites, including, but not limited to, www.meemup.com any subdomain in which we use to host your online store or menu, our mobile applications and any the services provided on them by us (the websites, mobile applications and the services are collectively the “Platform”). 

By signing the Merchant Agreement with MeemUp or accessing the Platform, you agree to be bound by these Terms of Service, including the documents referred to in them.

We may revise these Terms of Service from time to time. We will notify you of any material revisions in accordance with the notice provision set out below. Any and all such revisions are effective on the date specified or, if not specified, immediately when posted on the Platform. By continuing to use the Platform after the revisions become effective, you agree to be bound by the revised Terms. 

Definitions

In these Terms of Service,

“Aggregated Statistics” means data and information related to Customer's use of the Platform, including Customer Data, that is used by MeemUp in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform.

“Alcohol” means “liquor” as defined under the Liquor Licence Act (Ontario) or such other similar law applicable in a jurisdiction outside of Ontario.

“Applicable Law” means all applicable laws, regulations, by-laws, legal requirements and generally accepted industry standards.

“Confidential Information” means all information that MeemUp discloses to you and which MeemUp considers confidential or proprietary, including, information consisting of, or relating to, MeemUp technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing (including all fees payable by you to us), information and analytics disclosed to you through the Platform and information with respect to which MeemUp has contractual or other confidentiality obligations. Confidential Information does not include information that (a) was rightfully known to you without restriction on use or disclosure before such information's being disclosed or made available to you in connection with the Terms; (b) was or becomes generally known by the public other than by non-compliance with the Terms by you or any of your representatives; (c) was or is received by you on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by you without reference to or use of any Confidential Information.

“Customer” means a person who places an Order for your Products through the Platform.

“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or you through the Platform.

“Drivers” means third-party drivers who are contracted by MeemUp to perform delivery and other services. 

“Food Product” means any Product sold for use as food or drink, chewing gum, and any ingredient that may be mixed with food or drink for any purpose.

“MeemUp”, “we”, “us” or “our” means MeemUp Inc.

MeemUp Parties” means MeemUp, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns.

“MeemUp IP” means the “MeemUp” name, logo, the Platform and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property of MeemUp. For the avoidance of doubt, MeemUp IP includes Aggregated Statistics, Customer Data and any information, data, or other content derived from MeemUp’s monitoring of Merchant’s access to or use of the Platform.

“Merchant”, “you” or “your” means, collectively, the individual who has accepted the Agreement, any corporations or other entities which you represent and which are described in the Merchant Agreement and all of your participating business locations;

“Merchant Content” means all content, material and other information which you submit to the Platform or provided to us for the purposes of adding to the Platform. 

“Liquor Licence” means a licence to sell Alcohol issued under the Liquor Licence Act (Ontario) or issued by the applicable regulatory body in any jurisdiction outside of Ontario.

“Order” means any order made by a Customer of a Product which is placed on the Platform.

“Privacy Policy” means MeemUp’s privacy policy accessible at [insert link to privacy policy].

“Product” means any product offered by you through the Platform.

“Product Addendum” means any additional terms which govern additional products or services provided by MeemUp to the Merchant.

“Prohibited Product” means any Product (a) whose sale is unlawful under Applicable Law; (b) which has not been prepared in accordance with Applicable Law or is otherwise unsafe in any way; (c) which is counterfeit, illegal, stolen or fraudulent; (d) which infringes any third-party intellectual property right or which you do not have the legal right to sell; (e) which is not permitted by any policy published or provided to you by MeemUp from time to time; (f) any cannabis product; (g) recreational drugs, drug paraphernalia or tobacco products; (h) weapons, ammunition and their components; (g) dangerous or hazardous items including, without limitation, any explosive, flammable or poisonous product; or (f) any other product which MeemUp, in its sole discretion, determines from time to time.

“Terms” means collectively, these Terms of Service, the Merchant Agreement, any Product Addendum which you enter into with us and any schedule, exhibit or other document referred to in any of the foregoing.

The Platform and Licence 

 Through the Platform, MeemUp provides Merchants with a suite of services including an online store to sell and deliver Products to Customers, digital menus, a POS system, gift cards, Customer loyalty campaigns and Customer marketing.

During the Term, and subject to these Terms of Service, MeemUp hereby grants the Merchant a non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable, right to access and use the Platform.

The Merchant shall not use the Platform for any purposes beyond the scope of the access granted in these Terms. The Merchant shall not at any time, directly or indirectly, and shall not permit any person to: (i) copy, modify, or create derivative works of the Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform; or (v) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law.

MeemUp reserves all rights not expressly granted to the Merchant in these Terms. Except for the limited rights and licences expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Merchant or any third party any intellectual property rights or other right, title, or interest in or to the MeemUp IP.

MeemUp Obligations

During the Term, MeemUp will, to the extent requested by the Merchant:

display the Merchant’s Products on the Platform; 

accept Orders from Customers on Merchant’s behalf; 

notify the Merchant of each Order; and 

request that a Driver deliver the Products. 

Merchant Obligations

During the Term, the Merchant shall:

update the status of each Order on the Platform so that each Order’s status is current and available to the Customer;

prepare and package each Order in accordance with the Merchant’s internal standards and standard practice together with any MeemUp marketing material which MeemUp supplies to Merchant to be added to an Order or packaging;

comply with Applicable Law relating to the Products including, without limitation, all Applicable Law concerning food safety and handling;

ensure all information provided to the Platform is accurate and up-to-date, including Product availability, Product pricing, address and hours of operation (including changes of hours, early closures and closures on holidays) and to immediately update or correct any information which is not accurate through the Platform or, where information cannot be updated through the Platform, to immediately notify MeemUp; 

remain open on the Platform at the same times as the in-store location; 

ensure that all employees, contractors and other staff of Merchant at each of Merchant’s locations comply with Merchant’s obligations under the Terms; 

display such sign board as MeemUp may provide to you from time to time at an accessible and prominent location to notify Drivers where to pick up their Order; 

verify that each Order is complete and correct;

verify that the correct Order number is provided to the Driver; and

immediately notify MeemUp of any issues concerning the Platform, including issues with the Merchant’s or a Customer’s account or in connection with an Order.

If the Merchant sells Alcohol through the Platform, Merchant:

shall ensure the sale of Alcohol complies with Applicable Law, including all packaging, labeling and pricing requirements;

shall ensure all Orders which include Alcohol also include food Product in accordance with Applicable Law; 

shall immediately notify us and cease selling Alcohol on the Platform if Merchant’s Liquor Licence is revoked or suspended or if the sale of Alcohol by the Merchant is otherwise not permitted under Applicable Law; and

acknowledges that we or our Driver’s may refuse to deliver Alcohol for any reason including, but not limited to, if either of us believes the delivery of Alcohol will not be in accordance with Applicable Law.

The Merchant shall be responsible for all Customer complaints concerning the Merchant’s Products. 

The Merchant shall be responsible for all issues related to delivery, including any additional charges where multiple deliveries are required, in connection with an Order.

Fees, Taxes and Payments

You agree to pay the fees as agreed in the Merchant Agreement and in any Product Addendum. All fees are payable in Canadian Dollars. 

You acknowledge and agree that MeemUp may, in its sole discretion, charge Customers a fee in connection with any Orders, and that MeemUp is solely entitled to all such fees.

You represent and warrant that, to the extent required by Applicable Law, you are, and will remain during the Term, registered for all applicable federal and provincial excise and sales taxes (including, as applicable, harmonized sales tax or goods and serves and provincial sales tax) and will remain registered at all times during the Term. You are solely responsible for all taxes, duties and other governmental charges on any Products and to remit such taxes, duties and other governmental charges to the appropriate authority. 

Payment processing services for Merchants on the Platform are provided by Stripe, Inc. (“Stripe”) and are subject to the Stripe Connected Account Agreement (available at https://stripe.com/connect-account/legal), which includes the Stripe Terms of Service (available at https://stripe.com/legal) (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Service or continuing to operate as a Merchant on the Platform, you agree to be bound by the Stripe Services Agreement, as modified by Stripe from time to time. As a condition of MeemUp enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorize MeemUp to share it and transaction information related to your use of the payment processing services provided by Stripe.

MeemUp will deposit into the Merchant’s bank account all amounts collected by MeemUp on behalf of the Merchant, less applicable fees, costs or other amounts payable by the Merchant to MeemUp, at regular intervals, generally within five (5) business days of the date an Order was processed through the Platform. MeemUp may also, from time to time, offer to provide you with more frequent deposits for an additional fee. You acknowledge and agree that, notwithstanding any intervals or dates which MeemUp provides to you in respect of deposits, such intervals and dates, in all cases, are estimates only. MeemUp is not responsible or liable to you for any delays in depositing such amounts as delays may arise for reasons including holds placed by financial institutions and delays by MeemUp’s third party payment processor.

You are solely responsible for any chargebacks, refunds or reversals and fraudulent transactions (collectively “chargebacks”) which are applied to an Order by any third party, including Stripe or any credit card provider. In the event any chargeback is applied to an Order, we shall have no liability to deposit the chargeback amount to you. If we have already deposited the chargeback amount to you and the chargeback amount is not deducted from your account, you shall immediately refund to us the amount of the chargeback, together with any applicable fees, and you agree that we may deduct such chargeback amount from amounts otherwise owing to you under the Terms.

You agree to promptly review all transactions in connection with the Platform, including all amounts deposited by MeemUp into your account, and to notify us in writing within sixty (60) days of any inaccuracy, error or issue with respect to a transaction (a “Transaction Issue”). Upon receipt of notice, the parties will in good faith attempt to resolve the Transaction Issue. In the event the Merchant fails to notify MeemUp in writing of any Transaction Issue within sixty (60) days, the Merchant shall be deemed to have waived any claim or objection to the Transaction Issue.

Gift and Loyalty Program.

MeemUp may permit you to offer certain loyalty rewards (“Rewards”) to your Customers. You are solely responsible for determining and honouring the terms of your Rewards.

MeemUp reserves the right, in its sole discretion, to suspend or cancel its Rewards offerings or any Rewards offered by you at any time.

Representations and Warranties 

The parties each represent and warrant to the other that each:

is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is registered; 

has all required power and capacity to enter into the Terms, to grant the rights and licences granted under the Terms and to perform its obligations under the Terms; and 

it has not entered into, and during the Term will not enter into, any agreement that would prevent it from entering into, complying with or performing its obligations under the Terms.

The Merchant represents and warrants to MeemUp that:

all information, including information concerning its Products, which its provides to MeemUp and/or the Platform is and will be in compliance with the Terms and all MeemUp policies in effect from time to time and is and will be accurate, current and complete, and not misleading, deceptive or fraudulent in any way;

it will comply with all Applicable Law including, without limitation, all laws relating to food safety and handling, product testing, labeling, pricing and packaging in connection with any Food Product and, if the Merchant sells Alcohol through the Platform, Alcohol;

if it offers any Food Products through the Platform, it will disclose common allergens in all of Merchant’s Food Products in accord with Applicable Law and best industry standards;

it has the legal right to sell all Products which it offers on the Platform; 

it will only sell Alcohol on the Platform pursuant to, and in accordance with, a valid Liquor Licence; and

it will not offer any Prohibited Product for sale on the Platform.

Security

MeemUp will employ security measures in accordance with generally recognized industry standards.

You are responsible for (a) ensuring that your account is only used by the individual identified in the Merchant Agreement (b) maintaining the security and use of your username, password and any information related to your access and use of the Platform; and (c) all access and use of the Platform through your account. You represent and warrant that you (a) will employ all physical, administrative and technical controls and security procedures and other safeguards to protect against the unauthorized access to, or use of, the Platform from your account; (b) will not share such information with any third party; and (c) will shall immediately notify us of any unauthorized access to or use of your account. 

If you require an additional user account to access the Platform, you may request one from us and we, in our sole discretion, may provide one to you.

Notwithstanding anything to the contrary in this Agreement, MeemUp may temporarily suspend Merchant's access to any portion or all of the Platform if: (a) MeemUp reasonably determines that (i) there is a threat or attack on any of the MeemUp IP, (ii) Merchant's use of the MeemUp IP disrupts or poses a security risk to the MeemUp IP or to any other customer or vendor of MeemUp, (iii) Merchant is using the MeemUp IP for fraudulent or illegal activities, (iv) subject to Applicable Law, Merchant has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (v) MeemUp's provision of the Platform to Merchant is prohibited by Applicable Law; or (b) any vendor of MeemUp has suspended or terminated MeemUp's access to or use of any third-party services or products required to enable Merchant to access the Platform (a “Service Suspension”). MeemUp shall use commercially reasonable efforts to provide written notice of any Service Suspension to Merchant and to provide updates regarding resumption of access to the Platform following any Service Suspension. MeemUp shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. MeemUp will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Merchant may incur as a result of a Service Suspension.

You agree that we may collect, use and disclose all information sent or transmitted to the Platform in connection with our Privacy Policy. 

Intellectual Property Ownership

Merchant acknowledges that MeemUp owns all right, title, and interest, including all intellectual property rights, in and to the MeemUp IP.

If Merchant or any of its employees or contractors sends or transmits any communications or materials to MeemUp by mail, email, telephone, or otherwise, suggesting or recommending changes to the MeemUp IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), MeemUp is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Merchant hereby assigns to MeemUp on Merchant's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in the Feedback, and MeemUp is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

The Merchant hereby grants to MeemUp, a limited, non-exclusive and non-transferable licence during the Term to use the Merchant Content, on a royalty-free basis, in connection with the Terms. By submitting the Merchant Content to the Platform or providing it to us for use in the Platform, you represent and warrant that you own or have the necessary rights to submit the Merchant Content and have the right to grant the licence hereof to us and the MeemUp Parties. You represent and warrant that that Merchant Content shall not in any manner violate any Applicable Law including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under Applicable Law.

Confidentiality

The Merchant agrees to not use or disclose MeemUp Confidential Information except, 

as necessary exercise its rights or to perform its obligations related to the Terms and under Applicable Law; and

to its employees or representatives who (i) need to know such Confidential Information for purposes of the Merchant’s exercise of its rights or performance of its obligations under and in accordance with the Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Merchant’s obligations; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth herein.

The Merchant agrees to safeguard the Confidential Information of MeemUp from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care.

If the Merchant is compelled by Applicable Law to disclose any Confidential Information, then, to the extent permitted by Applicable Law, the Merchant shall (i) promptly, and before such disclosure, notify MeemUp in writing of such requirement so that MeemUp can seek a protective order or other remedy or waive its rights under the Terms; and (ii) provide reasonable assistance to MeemUp in opposing such disclosure or seeking an injunction, a protective order or other limitations on disclosure.

Disclaimer of Warranties and Limitation on Liability

The Platform, including the MeemUp IP, is provided "as is" and MeemUp hereby disclaims all warranties and conditions, whether express, implied, statutory, or otherwise. MeemUp specifically disclaims all implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Without limiting the foregoing, MeemUp makes no condition or warranty of any kind that the Platform, or any products, services or results of the use thereof, will (a) meet Merchant’s or any Customer’s or other person's requirements; (b) operate without interruption; (c) achieve any intended result; (d) be compatible or work with any software, system or other services; or (e) be secure, accurate, complete, free of harmful code or error free. 

In no event will MeemUp be liable under or in connection with the Terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, aggravated, or punitive damages; (b) increased costs, diminution in value, or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether MeemUp was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will MeemUp’s aggregate liability arising out of or related to the Terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amounts paid to MeemUp by the Merchant under the Terms in the six (6) month period preceding the event giving rise to the claim net of any applicable processing or other charges which Merchant paid to MeemUp to reimburse MeemUp for costs which it incurred.

Indemnification 

Merchant shall indemnify, hold harmless, and, at MeemUp's option, defend MeemUp from and against any and all losses, damages, liabilities, costs (including legal fees) incurred by MeemUp arising out of, resulting from or related to (a) any third-party claim, suit, action, or proceeding (a “Third-Party Claim”) that the Merchant Data, or any use of the Merchant Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; (b) any Third-Party Claim involving the negligence or wilful misconduct of the Merchant, its employees, independent contractors or agents; (c) any Third-Party Claim involving bodily injury (including death) or damage to tangible or real property except to the extent caused by MeemUp, its employees, independent contractors or agents; (d) any use of the Platform in a manner not authorized by the Terms; and (e) any breach by the Merchant of any of the Terms. 

MeemUp will promptly notify the Merchant in writing of any claim, suit, action, or proceeding for which MeemUp believes it is entitled to be indemnified and will cooperate with the Merchant at the Merchant’s sole cost and expense. The Merchant may not settle any Third-Party Claim against MeemUp unless MeemUp consents to such settlement. The Merchant will immediately take control of the defence and investigation of any Third-Party Claim and shall employ counsel reasonably acceptable to MeemUp, at Merchant’s sole cost and expense; provided that MeemUp will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice, at Merchant’s sole cost and expense. MeemUp’s failure to perform any obligations under this paragraph will not relieve the Merchant of its obligations to indemnify MeemUp.

Set-Off

The Merchant agrees that MeemUp is entitled to retain funds and otherwise set-off any amounts owing by MeemUp to the Merchant on account of any fees, costs or other amounts owing by the Merchant to MeemUp arising out of or in connection with the Terms.

Term and Termination 

The Terms will be effective for the Term, as defined in the Merchant Agreement, unless terminated in accordance with the provisions of the Merchant Agreement or as set out below. 

Either may terminate the Terms for “cause” by written notice to the other party, if the other party [materially] breaches this Agreement and such breach is (a) incapable of cure; or (b) if capable of cure, remains uncured fifteen 15) days after the non-breaching party provides the breaching party with written notice of such breach.

Either party may terminate the Terms effective of written notice to the other party if the other party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Upon the expiration or termination of the Terms, the Merchant shall immediately discontinue use of the MeemUp IP and the Platform and shall delete, destroy, or return all copies of the MeemUp IP and certify in writing to MeemUp that the MeemUp IP has been deleted or destroyed. No expiration or termination will affect Merchant’s obligation to pay all fees or other amounts that may have become due before such expiration or termination.

Upon the expiration or termination of the Terms, MeemUp will provide the Merchant with a copy of all information related to the Merchants Orders, in such form as MeemUp reasonably determines.

MeemUp may terminate the Terms without notice if it determines, in its sole discretion, that the Merchant has breached any term or condition of the Terms. 

Sections 11, 12, 13, 14, 15, 16.4, 16.5, 17 and 18.7 shall survive any termination or expiration of this Agreement.

Dispute Resolution and Arbitration

Except to the extent prohibited by Applicable Law and except as provide in Section 17.3 below, in the event of any controversy, claim, action or dispute arising out of or related the Platform, or the breach, enforcement, interpretation, or validity of the Terms or any part of it ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party sixty (60) days in which to respond to or settle the Dispute. To the maximum extent permitted by law, both MeemUp and the Merchant agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration against the other party.

If MeemUp and the Merchant are unable to resolve the Dispute, the Dispute shall be determined exclusively by binding arbitration. The arbitration shall be conducted in the City of Toronto by a single arbitrator jointly selected by the parties. In the event of a Dispute in which the amount claimed is less than $100,000 CAD, the arbitration shall be resolved using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. or such other rules as may be agreed by the parties. The parties shall be responsible for their own legal costs and shall share the costs of the arbitration equally, subject to an award of the arbitrator to the contrary.

Notwithstanding anything to the contrary in this Section 17, Section 17 does not prevent MeemUp from applying to an appropriate court for an injunction or other similar remedy, to restrain the Merchant from committing any breach or anticipated breach of the Terms, and for consequential relief, or to enforce any security interest which it may have.

General

Each party is an independent contractor with respect to its performance of its obligations in the Terms. Nothing contained in the Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between MeemUp and the Merchant, and neither party shall have authority to contract for or bind the other party.

Any notice, demand or other communication permitted or required to be given in these Terms must be given in writing and may be effectively given if delivered in accordance with the requirements of the Merchant Agreement or, in the case of MeemUp, may also be displayed to you on the Platform or sent to you at the email address associated with your account. 

All headings used in the Terms are for convenience only and do not affect the interpretation of the Terms.

If any part of the Terms is unenforceable the enforceability of any other part of the Terms will not be affected. 

The waiver by either party of a breach of or a default under any provision of the Terms shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of the Terms, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

The Terms shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. 

Subject to the dispute resolution and arbitration provision, the parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario, situated in Toronto, to resolve any claims which may arise out of, or in connection with, the Terms.