WEBSITE AND APP – TERMS AND CONDITIONS (“Website Terms”)

You are entering into a legally binding agreement, read the following terms and conditions carefully.

  1. INTRODUCTION AND OUR ROLE
    1. Company details: Sirved Mobile Solutions Inc. (“Sirved”, “we”, “our”, “us”) is a company registered in Ontario, Canada with registered company number 002433446, whose registered office is at 973 Erie Street East, Windsor, Ontario N9A 3Y9.
    2. Service: We provide a way for you to search and view restaurant information, including location, contact information, images, menus and third party reviews, (“Search”) and to communicate your orders (“Orders“) for products (“Products“) to delivery or takeaway restaurants (“Restaurants“) displayed on Sirved’s mobile application (the “App”) and or the www.sirved.com website (collectively, the “Website”) (the “Service“). Please see section 11 for important information regarding the legal relationship between you, Sirved and the Restaurants.
  2. WEBSITE ACCESS AND TERMS
    1. Website access:You may access some areas of the Website without making an Order or registering your details with us. In order to place an Order or register your details with us you must open an account (“Account”) with Sirved. In opening an Account you agree to be bound by the Account Terms and Conditions, which are incorporated into these Website Terms.
    2. Acceptance of terms:By accessing any part of the Website, you indicate that you accept these Website Terms. If you do not accept these Website Terms, you should leave the Website immediately, and you will not be able to order any Products through the Website.
    3. Revision of terms: We may revise these Website Terms at any time and without notice. You agree (i) to check the Website regularly to review the current Website Terms and (ii) your continued use of the Website indicates your acceptance of the then current Website Terms.
    4. Responsibility: You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your Internet connection are aware of these Website Terms and that they comply with them.
  3. YOUR STATUS
    1. Capacity and age: By placing an Order through the Website, you warrant that:
      1. You are legally capable of entering into binding contracts; and
      2. You are at least 18 years old.
  4. MAKING AN ORDER AND ORDER PROCESSING
    1. Ability to place an Order: Only individuals who have opened an Account and whose Account remains in good standing and who agree to these Website Terms are permitted to place an Order with Restaurants through the Website.
    2. Compiling your Order: Once you have selected the Products you wish to order from the menu of your chosen Restaurant and provided all required information, you will be given the opportunity to submit your Order by clicking or selecting the “proceed”, “place my order” or similar button. It is important that you check all the information that you enter and correct any errors before clicking or selecting this button; once you do so we will start processing your Order and errors cannot be corrected.
    3. Amending or cancelling your Order: Once you have submitted your Order and your payment has been authorised, you will not be entitled to change or cancel your Order, nor will you be entitled to a refund (please refer to section 4.5 for details of the process relating to rejected Orders). If you wish to change or cancel your Order, you must contact the Restaurant directly. Restaurants are under no obligation to accommodate any changes to your Order.
    4. Payment authorisation: Where any payment you make is not authorised, your Order will not be processed or communicated to the relevant Restaurant.
    5. Processing your Order and Restaurant rejections: On receipt of your Order, we will begin processing it by sending it to the relevant Restaurant and will notify you by push notification or otherwise that your Order has been received and is being processed. Please note that any confirmation page that you may see on the Website and any Order confirmation message that you may receive each merely indicate that your Order has been received and is being processed by us, and does not necessarily mean that your Order has been accepted by the Restaurant. We encourage all our Restaurants to accept all Orders and to communicate any rejection promptly, and we will attempt to notify you by push notification or otherwise as soon as reasonably practicable if a Restaurant rejects your Order. However, Restaurants have the discretion to reject Orders at any time because they are too busy, due to weather conditions or for any other reason.
    6. Delivery of your Order: Estimated times for deliveries and pick-ups are provided by the Restaurants and are only estimates. Neither we nor the Restaurants guarantee that Orders will be delivered or will be available for pick-up within the estimated times.
  5. PRICE AND PAYMENT
    1. Sales tax, delivery and online payment costs: Prices will be as quoted on the Website. These prices will have applicable sales taxes applied at checkout. Delivery charges and online payment administration charges, each if applicable, will be added to the total amount payable at checkout.
    2. Incorrect pricing: All descriptions of and pricing for the Products is the responsibility of and has been supplied by the associated Restaurant. This Website contains a large number of menus and it is possible that some of the menus may include incorrect prices. You agree that any disputes with respect to your Order, including without limitation pricing, is solely between you and the relevant Restaurant.
    3. Payment methods: Payment for Orders must be made by an accepted credit or debit card through the Website or by payment directly to the Restaurant at the point of delivery to or pick-up by you.
    4. Card payments: If you pay by credit or debit card, you may be required to show the card to the Restaurant at the time of delivery as proof of identification and so that they can check that the card conforms with the receipt data for the Order. Please note that from time to time there may be delays with the processing of card payments and transactions; this may result in payments taking up to sixty (60) days to be deducted from your bank account or charged to your credit or debit card.
    5. Rejected Orders: As a result of standard banking procedures, once you have submitted an Order that you are paying for by credit or debit card and your payment has been authorised, your bank or card issuer normally will “ring-fence” the full amount of your Order. If your Order is subsequently rejected by the Restaurant (as described in section 4.5 above) or cancelled for any other reason, your bank or card issuer will not transfer the funds for the Order to us, and will instead release the relevant amount back into your available balance. However, this may take a period of days. You acknowledge and agree that neither we nor the relevant Restaurant will be responsible or liable to you in relation to any issue or delay by your bank or card issuer in the release of funds back into your account.
  6. CUSTOMER CARE
    1. General: If you have any questions or problems with your Order, we recommend that you try to contact the Restaurant directly in the first instance to discuss the issue. Our experience indicates that this is likely to be the most efficient way of resolving the problem. In the event you are unable to resolve any problems after contacting the Restaurant, you can contact our Customer Care team by clicking here or sending an email to [email protected] and one of our Customer Care advisors will attempt to contact the Restaurant and discuss a resolution. We make no guarantees or warranties whatsoever as to whether we will be able to reach the Restaurant or achieve a resolution. We shall endeavor to respond to you within 5 business days.
    2. Complaints or feedback: In the event that you are dissatisfied with the quality of any Products or the service provided by a Restaurant related to an Order, please consider providing feedback in the form of ratings, comments and reviews on the Website (together, “Reviews“) to reflect your experience. The Reviews are an important part of our quality control process.
  7. LICENCE
    1. Terms of permitted use: You are permitted to use the Website and print and download extracts from the Website for your own personal non-commercial use on the following basis:
      1. This Website shall be used solely to market, promote and facilitate the Services.
      2. You must not misuse the Website (including by hacking or “scraping”).
      3. Unless otherwise stated, the trademarks, copyright and other intellectual property rights in the Website and in material published on it (including without limitation photographs and graphical images) are owned by us, the Restaurants or our other licensors. These works are protected by copyright laws, trademark laws, and other intellectual property laws and treaties, both in Canada and around the world and all rights therein are reserved. For the purposes of these Website Terms, any use of extracts from the Website other than in accordance with section 7.1 is prohibited.
      4. You must not modify the digital or paper copies of any materials that you print off in accordance with section 7.1 and you must not use any pictures, photographs or any other graphics, video or audio sequences separately from any accompanying text.
      5. You must ensure that the status of Sirved and or the applicable Restaurants as the author of the material on the Website is always acknowledged.
      6. You are not allowed to use any of the materials on the Website or the Website itself for commercial purposes without obtaining a licence from us to do so.
    2. Limitation on use: Except as stated in section 7.1, the Website may not be used, and no part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service, without our prior written permission.
    3. Reservation of rights: Any rights not expressly granted in these Website Terms are strictly reserved.
  8. SERVICE ACCESS
    1. Website availability: While we try to ensure the Website is normally available twenty four (24) hours a day, we do not undertake any obligation to do so, and we will not be liable to you or any other party if the Website is unavailable at any time or for any period.
    2. Suspension of access: Access to the Website may be suspended temporarily at any time and without notice.
    3. Information security: The transmission of information via the Internet is not completely secure. Although we take the steps required by law to protect your information, we cannot guarantee the security of your data transmitted to the Website; any transmission is at your own risk.
  9. VISITOR MATERIAL AND REVIEWS
    1. General:
      1. Other than personally identifiable information, which is covered under our Privacy Policy, which is incorporated in these Website Terms, any material you post, upload or transmit or upload to the Website (including without limitation Reviews) (“Visitor Material“) will be considered non-confidential and non-proprietary. By posting, uploading or transmitting any Visitor Material, you warrant and represent that you own or otherwise have all necessary intellectual property and moral rights in and to such Visitor Material including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Visitor Material to the Website. Furthermore, you hereby grant to Sirved a non-exclusive, royalty-free, perpetual, irrevocable, transferable license to use, refrain from using, remove, reproduce, modify, edit, copy, adapt, publish, translate, create derivative works from, distribute, transmit, perform, display and otherwise use the Visitor Material, in whole or in part, worldwide in all manner and media whether now known or later developed, without any compensation whatsoever. If requested, you shall provide waivers in favor of Sirved with respect to any and all moral rights in the Visitor Materials held by any individuals who may be authors of such Visitor Materials.
      2. You represent and warrant that that any Visitor Material you post, upload or transmit does not and will not breach any of the restrictions in sections 9.2 to 9.3 below.
    2. Visitor Material Policy: You are prohibited from posting, uploading or transmitting to or from the Website any Visitor Material (including any Reviews) that:
      1. breaches any applicable local, national or international law;
      2. is unlawful or fraudulent;
      3. amounts to unauthorised advertising; or
      4. contains viruses or any other harmful programs.
    3. Visitor Reviews Policy: In particular (but without limitation), any Reviews that you submit through the Website must not:
      1. contain any defamatory, obscene or offensive material;
      2. promote violence or discrimination;
      3. infringe the intellectual property rights of another person;
      4. breach any legal duty owed to a third party (such as a duty of confidence);
      5. promote illegal activity or invade another’s privacy;
      6. give the impression that they originate from us; or
      7. be used to impersonate another person or to misrepresent your affiliation with another person.
    4. Removal of Reviews: The prohibited acts listed in sections 9.2 and 9.3 above are non-exhaustive. We reserve the right (but do not undertake, except as required by law, any obligation) and have the sole discretion to remove or edit at any time any Reviews or other Visitor Material posted, uploaded or transmitted to the Website that we determine breaches a prohibition in sections 9.2 and 9.3 above, is otherwise objectionable or may expose us or any third parties to any harm or liability of any type, or for any other reason.
    5. Use of Reviews: The Reviews and other Visitor Material contained on the Website are for information purposes only and do not constitute advice from us. Reviews and Visitor Material reflect the opinions of customers who have ordered through the Website or other third parties, and any statements, advice or opinions provided by such persons are theirs only. Accordingly, to the fullest extent permitted by law, we assume no responsibility or liability to any person for any Reviews or other Visitor Material, including without limitation any mistakes, defamation, obscenity, omissions or falsehoods that you may encounter in any such materials.
    6. Liability: You agree to indemnify us against any losses, damages and claims (and all related costs) incurred by or made against us by a Restaurant or any other third party arising out of or in connection with any Reviews or other Visitor Material that you provide in breach of any of the representations and warranties, agreements or restrictions set forth in this section 9.
    7. Disclosure to authorities and courts: You acknowledge that we will fully co-operate with any competent authority requesting or directing us to disclose the identity or location of anyone posting any Reviews or other Visitor Material in breach of sections 9.2 and 9.3 or any other applicable restriction and you release us to the fullest extent permitted by law from all liability in relation to such disclosure.
  10. LINKS TO AND FROM OTHER WEBSITES
    1. Third party websites: Links to third party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. We have not reviewed and do not control any of these third party websites (and are not responsible for these websites or their content or availability). We do not endorse or make any representation about these websites, their content, or the results from using such websites or content. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.
    2. Linking permission: You may link to the Website’s homepage (www.sirved.com, provided that:
      1. you do so in a fair and legal way which does not damage or take advantage of our reputation;
      2. you do not establish a link from a website that is not owned by you or in a way that suggests a form of association with or endorsement by us where none exists;
      3. any website from which you link must comply with the content standards set out in these Website Terms (in particular section 9 (Visitor Materials and Reviews));
      4. we have the right to withdraw linking permission at any time and for any reason.
  11. DISCLAIMERS
    1. Website information: While we try to ensure that information on the Website is correct, we do not promise and make no warranty whatsoever that it is accurate or complete. We may make changes to the material on the Website, or to the Service, Products and prices described on it, at any time without notice. The material on the Website may be out of date, and we make no commitment whatsoever to update such material.
    2. Allergy, dietary and other menu information: We try to accurately copy the item names, descriptions, prices, special offer information, heat and allergenic warnings and other information (“Menu Information“) from the menus that are provided to us by Restaurants. However, it is the Restaurants that are responsible for providing this Menu Information and ensuring that it is factually accurate and up-to-date, and we do not undertake or assume any such responsibility. If you are in doubt about allergy warnings, contents of a dish or any other Menu Information, we strongly recommend that you confirm with the Restaurant directly before ordering.
    3. Restaurant actions and omissions: The legal contract for the supply and purchase of Products is between you and the Restaurant with which you place your Order. We have no control over the actions or omissions of any Restaurant. Without limiting the generality of the foregoing, you acknowledge and accept the following by using the Website:
      1. We do not give any undertaking that the Products ordered from any Restaurant through the Website will be of satisfactory quality or suitable for your purpose and we expressly disclaim any such warranties.
      2. Estimated times for deliveries and pick-ups are provided by the Restaurants and are only estimates. Neither we nor the Restaurants guarantee that Orders will be delivered or will be available for pick-up within the estimated times.
      3. We encourage all the Restaurants to accept all Orders and to communicate any rejection promptly, and in the event your Order is placed through us we will notify you (generally by email) as soon as reasonably practicable if a Restaurant rejects your Order. However, we do not guarantee that Restaurants will accept all Orders, and Restaurants have the discretion to reject Orders at any time because they are too busy, due to weather conditions or for any other reason.
      4. The foregoing disclaimers do not affect your statutory rights against any Restaurant.
    4. Exclusion of terms: We provide you with access to the Website and Service on the basis that, to the maximum extent permitted by law, we exclude all representations, warranties, conditions, undertakings and other terms in relation to the Website and Service (including any representations, warranties, conditions, undertakings and other terms which might otherwise apply to the Website or Service, or be otherwise implied or incorporated into these Website Terms, by statute, common law or otherwise ).
  12. LIABILITY
    1. General: You agree that you are placing an Order with a specific Restaurant and that it is solely the obligation of the Restaurant to satisfy your Order.
    2. Exclusion of liability: You agree that under no circumstance whatsoever will Sirved be liable to you or any third party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if damages were foreseeable, arising under or in connection with the Service or the Website (including the use, inability to use or the results of use of the Service or the Website) for:
      1. any personal claim, damages, harm, or loss whatsoever;
      2. any loss of profits, sales, business, or revenue;
      3. loss or corruption of data, information or software;
      4. loss of business opportunity;
      5. loss of anticipated savings;
      6. loss of goodwill; or
      7. any indirect or consequential loss.
    3. Limitation of liability: Subject to sections 11, 12.1 and 12.2, if a court of competent jurisdiction makes a binding determination that Sirved is liable to you, you agree that our total liability to you in respect of any losses arising under or in connection with the Service or the Website, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed twice the value of your Order or C$100, whichever is lower.
    4. Additional costs: You assume full and sole responsibility for any additional or associated costs that you may incur in connection with or as a result of your use of the Website, including without limitation costs relating to the servicing, repair or adaptation of any equipment, software or data that you may own, lease, license or otherwise use.
    5. Indemnity: You agree to defend, indemnify and hold harmless Sirved, its licensors and their respective affiliates, and each of their directors, officers, agents, contractors, partners, representatives and employees, from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with your breach of these Website Terms or your violation of any law or the rights of any third party with respect to the Website or the Services. Sirved reserves the right, 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 as fully as reasonably required by Sirved.
  13. TERMINATION
    1. Grounds for termination: We may terminate or suspend (at our absolute discretion) your right to use the Website and the Services immediately by notifying you in writing (including by email) if we believe in our sole discretion that:
      1. you have used the Website in breach of section 7.1 (License);
      2. you have posted Reviews or other Visitor Material in breach of sections 9.2 and 9.3 (Visitor Material and Reviews);
      3. you have breached section 10.2 (Links to and from other websites); or
      4. you have breached any other material terms of these Website Terms.
    2. Obligations upon termination: Upon termination or suspension you must immediately destroy any downloaded or printed extracts from the Website.
  14. WRITTEN COMMUNICATIONS
    1. Applicable laws require that some of the information or communications we send to you should be in writing. When using the Website or ordering Products via the Website, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
  15. EVENTS OUTSIDE OUR CONTROL
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Website Terms that is caused by events outside our reasonable control (“Force Majeure Event“).
    2. A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
      1. strikes, lock-outs or other industrial action;
      2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
      3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
      4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
      5. impossibility of the use of public or private telecommunications networks; and
      6. the acts, decrees, legislation, regulations or restrictions of any government.
    3. Our performance under these Website Terms is deemed to be suspended for the period that any Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.
  16. ADDITIONAL TERMS
    1. Privacy Policy:We are committed to protecting your privacy and security. All personal data that we collect from you will be processed in accordance with our Privacy Policy, which is incorporated in these Website Terms. By using the Website you agree that you have reviewed and accepted our Privacy Policy.
    2. Severability: If any of these Website Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
    3. Entire agreement: These Website Terms and any document expressly referred to in them constitute the whole agreement between you and us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any contract.
    4. No waiver: Any failure or delay by you or us in enforcing (in whole or in part) any provision of these Website Terms will not be interpreted as a waiver of your or our rights or remedies.
    5. Assignment: You may not transfer any of your rights or obligations under these Website Terms without our prior written consent. We may transfer any of our rights or obligations under these Website Terms without your prior written consent.
    6. Headings: The headings in these Website Terms are included for convenience only and shall not affect their interpretation.
    7. Language: Where we may provide you with a translation of the English language version of these Website Terms or any other documentation, you agree that the translation may be provided solely for your convenience and that the English language versions of the Website Terms and any other documentation will govern the Website Terms and your relationship with Sirved and the Services. The parties have required that the Website Terms and all related documents be drawn up in English. Les parties ont demandé que ces modalités et conditions ainsi que tous les documents qui s’y rattachent soient rédigés en Anglais.
    8. Governing Law and Jurisdiction: These Website Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Disputes or claims arising in connection with these Website Terms (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario.

Date of Website Terms: 5, February 2019

ACCOUNT TERMS AND CONDITIONS

These Account Terms and Conditions are incorporated within the Website Terms. All capitalized terms not defined herein shall have the definition provided for in the Website Terms.

You are entering into a legally binding agreement.

Please read the Account Terms and Conditions carefully, as the registration of your account (“Account”) constitutes your acceptance of these Account Terms and Conditions. Do not register an Account if you are unwilling or unable to be bound by the Account Terms and Conditions.

  1. Purpose, Scope and Intent
    1. You agree that by registering an Account or by providing other information as part of the services provided by Sirved related to the Service you are entering into a legally binding agreement with Sirved based upon the terms of the Website Terms, inclusive of the Privacy Policy and these Account Terms and Conditions, as may be subsequently amended, revised, updated or replaced, which are hereby incorporated by reference. If you are registering an Account and using the Site on behalf of a company or other legal entity, you are nevertheless individually bound by the terms and conditions contained herein even if your company has a separate agreement with Sirved.
  2. Permitted Use and Your Obligations
    1. Your registration of an Account shall indicate your consent to be legally bound by, and comply with, all of the terms and conditions contained herein. By registering an Account, you represent and warrant that you have read the terms and conditions contained herein and that you have full right, power, and authority to execute, deliver and fully perform your obligations under the Account Terms and Conditions. At its sole discretion, Sirved may periodically modify and supplement these Account Terms and Conditions at any time and the notice provided to you, or the publication of any amendment or supplement in the Website. You are responsible for regularly checking the Account Terms and Conditions for revision. The posting date of each document will be set out at the end of the document. Your continued registration of an Account after such effective date signifies your consent and agreement to be legally bound by, and comply with, all of the modified Account Terms and Conditions.
    2. You represent and warrant that all information provided by you when creating an Account is true, accurate and complete and that you will maintain, at all times, true, accurate and complete information related to your Account. If your Account relates to a company or other legal entity, you represent and warrant that you have been properly authorized by this company or other legal entity to provide all information provided by you when creating and maintaining your Account. You agree to take full responsibility for maintaining the confidentiality of your Account, including without limitation its user name, password, and all related activity that occurs under your Account user name, to be carried out whether within or outside the Website. If you violate these Account Terms and Conditions, Sirved may, at its sole discretion, automatically, and without any responsibility nor liability nor the need of judicial authorization, terminate your account, remove or modify any account-related content or access, or take any other action that Sirved deems appropriate. We are under no obligation to retain a record of your Account or any data or information that you may have stored by means of the Account.
    3. You agree that you will only maintain one Account at any given time.
    4. You agree to: (1) keep your password secure and confidential; (2) not permit others to use your Account; (3) not use other’s accounts; (4) not to sell, trade or transfer your Account to a third party; and (5) not to charge anyone for access to all or any portion of your Account.
    5. You agree that you are solely responsible for anything that happens through your Account until you close down your Account in accordance with these Account Terms and Conditions or prove that your Account security was compromised due to no fault of your own. To close down your Account, please click here and follow the instructions provided.
    6. You agree to comply with the Account Terms and Conditions, as may be amended from time to time with or without advance notice.
    7. You agree that you have read the entire Website Term (which includes by reference the Privacy Policy and these Account Terms and Conditions) and that your decision to open an Account and provide information, statements, data or Visitor Material to Sirved is entirely voluntary on your part and that Sirved may process and utilize such information under the terms of the Website Terms.
  3. Your Right to Register an Account – A Limited License
    1. On the condition that you comply with all your obligations and be bound under the Website Terms, we grant you a limited, revocable, non-exclusive, non-assignable, non-sublicenseable license and right to register an Account on the Website through a generally available web browser, to view information related to your Account and maintain your Account on the Website that we provide on the Website’s webpages and in accordance with the Website Terms. The right to cancel, revoke or terminate such registration and use of the Website, shall be at our sole discretion.
    2. Any other use of your Account contrary to the Website Terms, including without limitation contrary to the Purpose, is strictly prohibited and a violation of the Website Terms.
  4. Account Availability
    1. From time to time and without prior notice to you, we may change, expand and improve the accounts on the Website. We may also, at any time, cease to continue operating part or all of the accounts on the Website or selectively disable certain aspects or portions of the accounts on the Website. Any modification or elimination of the accounts will be done in our sole and absolute discretion and without an ongoing obligation or liability to you, and your registration and maintenance of your Account does not entitle you to the continued provision or availability of your Account. The Account holder hereby acknowledges that the Website shall continue operating until Sirved, at its sole and absolute discretion may determine to be in its best interest to discontinue operation of the Website.
  5. Termination
    1. You are under no obligation to register or continue to maintain your Account and may at any time temporarily or permanently terminate your Account. To terminate your Account, you must close your Account pursuant to section 2.5.
    2. We may, at any time in our sole discretion, (i) suspend or terminate your access to and use of your Account or any of their features in response to a breach of the Website Terms, or for any other reason; (ii) move, edit, delete or destroy any information, data or materials that you provide or deliver in registering and maintaining your Account; (iii) access, preserve, or disclose any information, data or materials that you provide or deliver related to your Account; (iv) close your Account; or (v) take any other remedial action available at law in response to a breach of the Website Terms.
  6. Indemnification
    1. You agree to indemnify and hold Sirved, its members, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Website, (ii) your violation of the Account Terms and Conditions, or (iii) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. Sirved reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of Sirved. Sirved will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
  7. Warranty Disclaimer and Limitation of Liability
    1. Sirved shall have no liability whatsoever related to your Account or to Visitor Material, including without limitation to the registration, operation, use, availability and closing of your Account, whether by you or by third parties or related to the refusal to permit registration or re-registration of an account.
  8. Miscellaneous
    1. Amendment. We reserve the exclusive right to modify, supplement, amend or replace the terms of these Account Terms and Conditions, effective as provided for in section 2.1. You may terminate and close your Account at any time as provided for herein.
    2. No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Website or of your Account. Your sole right shall be limited to register and use your Account until revoked by Sirved at its sole and absolute discretion.
    3. Language. Where we may provide you with a translation of the English language version of these Account Terms and Conditions or any other documentation, you agree that the translation may be provided solely for your convenience and that the English language versions of the Account Terms and Conditions and any other documentation will govern the Account Terms and Conditions and your relationship with Sirved and the Services. The parties have required that the Account Terms and Conditions and all related documents be drawn up in English. Les parties ont demandé que ces modalités et conditions ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
    4. Governing Law. These Account Terms and Conditions and all actions contemplated by the same and by the Website Terms and Privacy Policy shall be governed by and construed and enforced in accordance with the internal laws of the Province of Ontario, Canada, including the principles of conflict of laws thereof. All acts involving the registration, use or operation of any Account or of the Website shall be deemed as accessed, entered, received, perfected or finally accepted, at the place of the location of Sirved’s headquarters. All acts shall be considered as lastly accepted and perfected by Sirved and at Sirved’s headquarters.

Date of Account Terms and Conditions: 5, February 2019