SAFE LAGOON SOFTWARE INCORPORATED SOFTWARE LICENSE
AND TERMS OF SERVICE
Last Modified: February 12, 2018
The following Safe Lagoon Software License and Terms of Service Agreement ("Terms" or the "Agreement") for the Safe Lagoon Software and Service is a legal contract between you, an individual subscriber ("You"), and Safe Lagoon Software Incorporated ("Company") regarding your use of the Safe Lagoon Software and Systems to provide parental control, analytics and notification service (the "Service").
PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING THE "INSTALL" BUTTON TO INITIATE THE INSTALLATION OF THE SAFE LAGOON SOFTWARE, YOU ACKNOWLEDGE THAT YOU ARE ACCEPTING A BENEFIT BY USING THE SERVICE, AND THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING THE REQUIREMENT OF BINDING ARBITRATION FOR ALL LEGAL DISPUTES. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD OR CLICK INSTALL AND THE SAFE LAGOON SOFTWARE WILL NOT BE INSTALLED ON YOUR DEVICE. IF YOU DO NOT AGREE TO THE TERMS, YOU MUST DESTROY, RETURN OR DELETE ALL COPIES OF THE SAFE LAGOON SOFTWARE IN YOUR POSSESSION.
THE SERVICE IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 21 OR TO ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY THE COMPANY.
By registering for, accessing or using the Service, you represent that you are at least 21 years of age and have not been previously suspended or removed from the Service by the Company.
1. The Service
1.1 Subscriptions. Safe Lagoon account holders can select their type of Service:
- Free Service: an ad-based, free-of-charge service with limited functionality;
- Premium Service: a subscription fee-based service;
You may choose whether to use the Free Service or Premium Service. If You choose to use the Free Service, then the Company may deliver third-party advertisements ("Advertisements") within the content of any web page accessed and/or in any of the Company’s Applications. If You choose to use the Premium Service, then the Company will not deliver any Advertisements. If you have received the Safe Lagoon Licence as a part of a Sponsored or Co-Marketing offer you may receive Advertisements within the content of any web page accessed and/or in any Safe Lagoon Application.
1.2 Trials. From time to time, we may offer trials of the Premium Service and/or new features or functionality for a specified period without payment (a “Trial”). The Company reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and to withdraw or to modify a Trial at any time without prior notice and with no liability.
For some Trials, we may require you to provide your payment details to start the Trial. At the end of such Trials, we may automatically start to charge you for the Premium Service on the first day following the end of the Trial, on a recurring monthly basis. By providing your payment details in conjunction with the Trial, you agree to this charge. If you do not want this charge, you must change your subscription to the Free Service through your Safe Lagoon account’s settings before the end of the Trial.
2. Payments, cancellations and cooling off. If you have purchased a Paid Subscription, you have the right to change your mind and receive a full refund within fourteen (14) days of purchase (the “Cooling-off Period”), but only if you have not logged in or started to use the service.
If you have a Paid Subscription, your payment to the Company will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through your subscription page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. However, if you cancel your payment and/or terminate the Terms after the Cooling-off Period is over (where applicable), and/or before the end of the subscription period, we will not refund any subscription fees already paid to us.
The Company may change the price for the Paid Subscriptions from time to time, and will communicate any price changes to you. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. By continuing to use the Paid Service after the price change takes effect, you accept the new price.
4. Additional Guidelines. When using the Service, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into these Terms.
5. Modification of these Terms. The Company reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms and any Guidelines periodically for changes. Your continued use of the Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the Service.
6. Digital Millennium Copyright Act. It is the Company's policy to respond to notices of alleged copyright infringement that company with the Digital Millennium Copyright Act.
7. The Safe Lagoon Software
7.1 Safe Lagoon Software License. Subject to the terms and conditions set forth in this Agreement, the Company grants You a limited, non-exclusive, personal, non-transferable license to install and use one (1) copy of the provided version of the Safe Lagoon Software in object code format, to access the Service for internal and personal purposes only, and on only the number of Devices as determined by your subscription (as defined in Section 1.1 above). The Safe Lagoon Software is "in use" on a computer when it is loaded into the temporary memory (e.g., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM or other storage device) of a Device.
7.2 Safe Lagoon Software License Restrictions. YOU MAY NOT (AND MAY NOT ALLOW A THIRD PARTY TO) RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN, USE FOR TIME SHARING OR SERVICE BUREAU PURPOSES OR OTHERWISE TRANSFER THE LAGOON SOFTWARE OR ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT. You may not (and may not allow a third party to): (a) reverse engineer, decompile, disassemble or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Safe Lagoon Software by any means whatsoever, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (b) remove or destroy any copyright notices or other proprietary markings; (c) attempt to circumvent any use restrictions; (d) modify or adapt the Safe Lagoon Software, merge the Safe Lagoon Software into another program or create derivative works based on the Safe Lagoon Software; or (e) use, copy or distribute the Safe Lagoon Software without the Company's written authorization, except that You may make one (1) copy of the Safe Lagoon Software for archival or backup purposes only.
7.3 Content Restrictions. YOU MAY NOT (AND MAY NOT ALLOW A THIRD PARTY TO) COPY, REPRODUCE, CAPTURE, STORE, RETRANSMIT, DISTRIBUTE, OR BURN TO CD (OR ANY OTHER FORMAT) ANY COPYRIGHTED CONTENT THAT YOU ACCESS OR RECEIVE WHILE USING THE SAFE LAGOON SOFTWARE OR SERVICE. YOU ASSUME ALL RISK AND LIABILITY FOR ANY SUCH PROHIBITED USE OF COPYRIGHTED CONTENT.
8. Access to the Service.
8.1 Availability. The Company agrees to allow You to use the Safe Lagoon Software solely to access the Service. A computer or other equipment enabled to access the Internet ("Device") is required to utilize the Service. You are solely responsible for ensuring that your Device is sufficient and compatible for use with the Service. The speed and quality of the Service may vary and the Service is subject to unavailability, including emergencies, third party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and maintenance and repair, and may be interrupted, refused, limited or curtailed. The Company is not responsible for any failures to maintain the confidentiality, security, accuracy or quality of your data, messages or pages whether or not related to interruptions or performance issues with the Service.
8.2 Denial of Access; Third Party Access. The Company reserves the right to modify or discontinue the Service at anytime without any notice for its convenience. The Company may deny access to the Service without any prior notice if you are in breach of this Agreement. You shall not allow any third party to access the Service from your Device.
8.3 Trusted Publisher. As part of the Service, the Company may install its own certificate as a Trusted Publisher. The Company reserves the right to make future installs or updates at anytime without any notice for its convenience.
9. Prohibited Conduct.
BY USING THE SAFE LAGOON SOFTWARE OR THE SERVICE YOU AGREE NOT TO:
9.1 use the Safe Lagoon Software or Service for any fraudulent, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person;
9.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the Service, Safe Lagoon Software or any Materials (as defined in Section 12, below);
9.3 delete the copyright or other proprietary rights on the Safe Lagoon Software or Service;
9.4 use the Safe Lagoon Software or Service for any illegal purpose, or in violation of any local, provincial, state, national, or international law;
9.5 use the Service or Safe Lagoon Software for any commercial use, it being understood that the Safe Lagoon Software and Service is for personal, non-commercial use only;
9.6 use the Administration Portal or install Safe Lagoon Software if You are under the age of 21 years old;
9.7 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Safe Lagoon Software or Service, features that prevent or restrict use or copying of the Safe Lagoon Software, or features that enforce limitations on the use of the Service;
9.8 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service or Safe Lagoon Software or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
9.9 modify, adapt, translate or create derivative works based upon the Safe Lagoon Software or Service or any part thereof, except and only to the extent foregoing restriction is expressly prohibited by applicable law; or
9.10 intentionally interfere with or damage operation of the Service, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
10. Third-Party Transactions.
10.1 Advertisements. If You are using the free Service, the Company may deliver third-party Advertisements within the content of any web page accessed or from the Safe Lagoon Software application. Advertisements may be injected into the top of the page, inserted directly into the page content, or even displayed to overlay the screen. You hereby acknowledge and consent that the Company may alter the content for the purpose of displaying Advertisements. The Company reserves the right to prevent any user's access to the product or continued use thereof if the user violated our terms by engaging in fraud, copyright infringement or employing an ad blocking product or other software or mechanism that prevents the user from participating in advertising programs, surveys, or other activities that involve monetization of the service. The Company does not endorse any information, materials, products, or services contained in or accessible through Advertisements. Accordingly, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service are solely between You and such advertiser. ACCESS AND USE OF ADVERTISEMENTS, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH ADVERTISEMENTS SITES IS SOLELY AT YOUR OWN RISK.
10.2 Using third-party products or services. If You choose to access web sites, services or content, or purchase products from third parties, including without limitation through third-party payment vendors while using the subscription-based Service or through Advertisements while using the free Service, your personal information may be available to the third-party provider. If you choose to visit or use any third-party products or services, please note that the Company’s policies will not apply to your activities or any information you disclose while using third-party products or services or otherwise interacting with third parties. How third parties handle and use your personal information related to their sites and services is governed by their security, privacy and other policies, if any, and not our policies. The Company has no responsibility for any third party's policies, or any third party's compliance with them.
11. Termination; Terms of Service Violations.
11.1 Safe Lagoon. You agree that the Company, in its sole discretion, for any or no reason, and without penalty, may terminate your use of the Service or the Safe Lagoon Software at any time. The Company may also in its sole discretion and at any time discontinue providing access to the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service may be effected without prior notice and You agree that the Company will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies the Company may have at law or in equity.
11.2 Remedy. Your only remedy with respect to any dissatisfaction with (i) the Service or Safe Lagoon Software, (ii) any term of this Agreement, or (iii) any policy or practice of the Company in operating the Service, is to terminate this Agreement. You may terminate this Agreement at any time by discontinuing use of any and all parts of the Service and certifying in writing to the Company that all copies of the Safe Lagoon Software have been destroyed or deleted from any of your Devices or other storage devices.
12. Ownership; Proprietary Rights. The Safe Lagoon Software and Service are owned and operated by the Company and its partners. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Service or Safe Lagoon Software provided by the Company (the "Materials") are protected by Canadian and International copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Safe Lagoon Software or Service (excluding any Materials on third-party websites) are the property of the Company or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to the Company or its affiliates and/or third-party licensors. Except as expressly authorized by the Company, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. The Company reserves all rights not expressly granted in this Agreement.
13. Indemnification. You agree to indemnify, save, and hold the Company, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Safe Lagoon Software or Service, any violation by You of this Agreement, or any breach of the representations, warranties, and covenants made by You herein. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify the Company, and You agree to cooperate with the Company's defense of these claims. The Company will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
14. Export. The Safe Lagoon Software and Service may be subject to Canadian export controls. You may not export or re-export the Safe Lagoon Software without: (a) the prior written consent of Safe Lagoon, (b) complying with any applicable export control laws, and (c) obtaining all appropriate permits and licenses.
15. Disclaimers; No Warranties.
15.1 No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 14 THE TERM “THE COMPANY” INCLUDES THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS OF SAFE LAGOON SOFTWARE INCORPORATED.
15.2 "As is" and "As available" and "With All Faults". YOU EXPRESSLY AGREE THAT USE OF THE SERVICE AND SAFE LAGOON SOFTWARE IS AT YOUR SOLE RISK. THE SERVICE, SAFE LAGOON SOFTWARE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITH NO ASSURANCES THAT THE SAFE LAGOON SOFTWARE OR SERVICE WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, BUGS, DISABLEMENTS OR OTHER CIRCUMVENTION. THE COMPANY, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
15.3 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD THE SAFE LAGOON SOFTWARE AND OTHERWISE OBTAIN OR TRANSMIT MATERIALS, DATA, OR OTHER CONTENT WHILE USING THE SERVICE AT YOUR OWN DISCRETION AND RISK.
16. Limitation of Liability and Damages.
16.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE OR SAFE LAGOON SOFTWARE, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE COMPANY'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
16.2 Limitation of Damages. IN NO EVENT WILL THE TOTAL LIABILITY OF THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE OR SAFE LAGOON SOFTWARE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SAFE LAGOON SOFTWARE AND SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
16.3 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS OFFERED ITS SAFE LAGOON SOFTWARE AND SERVICES, SET ITS PRICES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT BE ABLE TO PROVIDE THE SERVICE AND SAFE LAGOON SOFTWARE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
16.4 Limitations by Applicable Law. SOME 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.
16.5 (A) Warranties. This Section 15.5 applies only if You reside and use the Service and Safe Lagoon Software outside of Canada.
The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods for solely personal use otherwise than in the course of business outside of Canada. The limitations or exclusions of warranties, remedies or liability contained in this Agreement apply to You to only the extent such limitations or exclusions are permitted under the laws of the jurisdiction where You are located.
17. Dispute Resolution and Arbitration
17.1 Generally. In the interest of resolving disputes between You and the Company in the most expedient and cost effective manner, You and the Company agree that any and all disputes arising out of or relating in any way to this Agreement or your use of the Service shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms or the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17.2 Notwithstanding subsection 17.1, we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek a temporary restraining order or preliminary injunctive relief in a court of law in aid of arbitration, or (iv) to file suit in a court of law to address intellectual property infringement claims.
17.3 Arbitrator. Any arbitration between You and the Company will be governed by the CAA Arbitration Rules Revised 20 Jun 2016 ("CAA Rules") of the Canadian Arbitration Association ("CAA"), as modified by these Terms, and will be administered by the CAA. The CAA Rules and filing forms are available online at https://canadianarbitrationassociation.ca/ or by contacting Safe Lagoon.
17.4 Notice Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for You, by electronic mail ("Notice"). Safe Lagoon's address for Notice is: Safe Lagoon Software Incorporated, 28 Scollard Street, Toronto Canada, M5R-1E9. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, You or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or the Company shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, the Company shall pay you the greater of (i) the amount awarded by the arbitrator, if any, or (ii) the greatest amount offered by the Company in settlement of the dispute prior to the arbitrator's award, whichever is greater.
17.5 Fees. In the event that you commence arbitration in accordance with these Terms, payment of any fees shall be decided by the CAA Rules. Any arbitration hearings will take place at a location to be agreed upon in in Toronto, Canada. You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the CAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose, then the payment of all fees will be governed by the CAA Rules. In such case, You agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the CAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
17.6 No class actions. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and Safe Lagoon agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
18.1 Notice. the Company may provide You with notices, including those regarding changes to this Agreement, by posting the notice on the the Company’s website. Notice will be deemed given twenty-four hours after posting.
18.2 Waiver. The failure of the Company to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the Company.
18.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of Ontario, Canada, without giving effect to any principles of conflicts of law.
18.4 Jurisdiction. You agree that in the event of a dispute that is not subject to arbitration pursuant to Section 17, or if Section 17 is found to be unenforceable, any action at law or in equity arising out of or relating in any way to this Agreement or the Company will be filed only in the provincial or federal courts in Toronto, Canada, and You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
18.5 Severability. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
18.6 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by the Company without restriction. Any assignment attempted to be made in violation of this Agreement shall be void.
18.7 Survival. Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 7.2, 8.1, and 9 through 17.
18.8 Headings. The heading references herein are for convenience purposes only, do not constitute a part of the terms of this Agreement, and will not be deemed to limit or affect any of the provisions hereof.
18.9 Entire Agreement. This Agreement constitutes the entire agreement between You and the Company relating to the subject matter herein and will not be modified except in writing, signed by both parties.
18.10 Time Limit for Claims. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE OR SOFTWARE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
18.11 Disclosures. The Service and Safe Lagoon Software set forth hereunder are offered by Safe Lagoon Software Inc., 28 Scollard Street, Toronto, Canada M5R 1E9.
You may email the Company at: email@example.com.