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WEBSITE/MOBILE APP TERMS OF USE

Last Updated: May 15, 2022

These terms and conditions of use (the “Site Terms”) apply to your access to and use of any materials, content or services provided through or accessible on the websites and mobile applications (collectively, the “Site”), owned and operated by Squirrel Systems (U.S.) Inc., Squirrel Systems of Canada Ltd., and/or our corporate affiliates (“Squirrel”, “we”, “us”, “our”). By accessing and using the Site, you accept and agree to be bound by these Site Terms, and all applicable laws and regulations. By creating an account or accessing the Site, you expressly represent that you are legally competent to enter into this agreement and agree to be bound by these Site Terms, which represent a binding agreement between you and the applicable Squirrel entity. If you are entering this agreement on behalf of a company or organization, you represent that you have authority to bind the company or organization to these Site Terms.

IMPORTANT NOTICE: PLEASE READ THESE SITE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS, EXCLUSIONS AND INDEMNITIES. ADDITIONALLY, NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH BELOW, WHICH, SUBJECT TO SOME EXCEPTIONS, REQUIRES YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. PLEASE CAREFULLY REVIEW THE “DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE” SECTION BELOW FOR MORE DETAILS. Your use of the Site is subject to these Site Terms.  If you are not willing to be bound by each and every term and condition, or if any representation made by you herein is not true, you may not use, and must immediately cease accessing, the Site. If these Site Terms are not enforceable where you are located, you may not use the Site. If you have any questions about these Site Terms, please contact us through the methods provided in the “Questions and Concerns” section at the end of the Site Terms.

Updates to Site Terms

We reserve the right to amend these Site Terms at any time. We will use reasonable efforts to publish each amendment before it becomes effective.  We will publish the latest, fully-amended version of these Site Terms on the Site and when we do so, we will update the “Last Updated” date above.  You are responsible for regularly reviewing the Site to obtain timely notice of such amendments.  If you continue to use the Site after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of these Site Terms.

We shall have the right to immediately terminate these Site Terms with respect to any user which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Site Terms.

License to Use

Subject to these Site Terms, we grant you permission to access the Site under a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Site, provided that with respect to any materials obtained from the Site, you may not:

  1. Modify, translate, copy, reproduce or otherwise create derivate works or improvements, whether or not patentable, of the Site or any such materials, except as explicitly provided;
  2. Distribute or transmit the materials except as explicitly permitted;
  3. Publicly display, publish or perform the materials (for any purpose, commercial or non-commercial);
  4. Create derivate works from, transfer, or sell any materials;
  5. Attempt to decompile, disassemble, decode, reverse engineer or otherwise attempt to derive or gain access to the source code of any software or database contained in or accessed through the Site; or
  6. Remove, delete, alter or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notice from the Site, including any copy thereof or other proprietary notations,

without our prior, written consent.

Under this license, you may access and download information from the Site and print out a hard copy for your personal, non-commercial use, provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained thereon.

All rights not expressly granted to you are reserved by us and, if applicable, our licensors.  For greater clarity, you are permitted to refer to the Site through email, social media, or other similar methods, provided that you do not imply any affiliation between you and us, or you and the Site, or portray us or the Site in a false, misleading, derogatory or otherwise defamatory manner. You must not access the Site for the purposes of gathering business information for a competitor of Squirrel. This license is available to you as long as you are not barred from the Site by applicable law and your access is not terminated by us.

Your Intellectual Property Rights and License Grant

Some features on our Site, either now or in the future, may allow you to post or submit communications and content on or through the Site (“Your Content”). You retain ownership of any intellectual property rights to Your Content, but you automatically grant, or warrant that the owner of such content has expressly granted us a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display Your Content in any media or medium, or any form, format, or forum now known or hereafter developed. We may sublicense these rights through multiple tiers of sublicenses. You are responsible for Your Content, and acknowledge that once published, we cannot always remove it. We may, but have no obligation to, monitor or review Your Content or the content posted or submitted by other users of the Site. We reserve the right to remove or disable access to any such content for any or no reason. We may take these actions without prior notification.

Non-Confidentiality

Communications and content submitted on or through the Site shall not be deemed confidential and we shall not have any obligation to keep any such material confidential. We shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products incorporating such information.

Privacy Policy

You acknowledge that you have read the Site Privacy Policy as it may be updated from time to time (the “Privacy Policy”), and hereby consent to the collection, use and disclosure by us and our agents of your personal information  for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in these Site Terms and such Site Privacy Policy, which is incorporated herein by reference and forms an integral part hereof.

Your Account

Your use of the Site may require an account identifying you as a user (an “Account”).  When you create an Account, you will be asked to provide certain information which will be subject to our Privacy Policy.

In connection with your Account, you are solely responsible for (i) your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account; and (ii) any and all activities that occur under your Account, including all activities of any persons who gain access to your account, with or without your permission.

You must not register for an Account on behalf of any individual other than yourself or register for an account on behalf of any group or non-individual entity unless you are duly authorized to do so by such group or entity. You must not create or use an Account for the purposes of gathering business information for a competitor of Squirrel.

You agree to immediately notify us of (i) any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or (ii) any other breach of security with respect to your Account or any service provided through it, and (iii) you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account.

You agree to provide true, current, accurate and complete customer information as requested by us or our agents from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.

You agree we may update your information with information available to us. All such personal information is subject to the Privacy Policy.

We may assign to you, or you may create, a password and account identification to enable you to access and use certain portions of the Site. Each time you use a password or identification, you will be deemed to be authorized to access and use the Site in a manner consistent with these Site Terms and we have no obligation to investigate the authorization or source of any such access or use of the Site.

Updates

We may, from time to time, in our sole discretion develop and provide Site updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates“). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any features or functionality. Based on your device settings, when your device is connected to the internet either: (a) the Site will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Site or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Site and be subject to all terms and conditions of the Site Terms.

Export Regulations

The Site may be subject to local and international export and re-export control laws and sanctions regulations. You shall not, directly or indirectly, export, re-export, or release the Site to, or make the Site accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You agree to comply with all applicable export and re-export control laws, sanctions, rules, and regulations of the, the European Union, the United States of America, Canada or any other applicable jurisdiction (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Site available outside of your country of access.

Proprietary Rights

In these Site Terms, “Content” means all materials and content, including designs, editorial, text, graphics, logos, button icons, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work with respect to the Site and any and all integrations with our web portal and that site’s entire contents, features and functionality (including but not limited to all information, software, text, displays, images, and the design, selection and arrangement thereof).

Our Content – Except where expressly stated otherwise, all right, title and interest in, to and associated with the Site and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Site (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers and are protected by Canadian, U.S., and international copyrights, trademarks, patents, trade secrets and other intellectual property or other proprietary rights and laws, and may not be used or exploited in any way without our prior written consent. You agree that Our Content is licensed subject to these Site Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Site or these Site terms grants you any right, title or interest in, to or associated with Our Content except the limited right to use the Site as set out herein.  You may not modify, copy, record, publish, transmit, distribute, participate in the transfer or sale, create derivative works, or in any way exploit any of Our Content, in whole or in part without our written consent. Any unauthorized use of the Site or any of Our Content automatically terminates the limited licenses set forth in these Site Terms without prejudice to any other remedy provided by applicable law. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights and Our Content.

Third Party Content – Content accessed or available through the Site or the internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Site or these Site Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Site as set out herein.

Advertising – We shall have the right, without notice, to insert advertising data into the Site, so long as this does not involve our transmission of any of your personal information in contravention of the Privacy Policy.  If you elect to have any business dealings with any party whose products or services may be advertised on the Site, you acknowledge and agree that such dealings are solely between you and such advertiser and we will not be a party to, or have any responsibility or liability related thereto.  You acknowledge and agree that no such advertising may be construed as an endorsement by us of any such products or services advertised.

Feedback – All right, title and interest in and to comments, ideas, suggestions and impressions of the Site and our products given by you to us (collectively, the “Feedback”) is and shall be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.

Proprietary Notices

Copyright Notice – The Site and all Content is owned and copyrighted by Squirrel and/or its licensors, and is licensed to you in accordance with these Site Terms only.

Trademark Notice – The trademarks, logos, and service marks displayed on or through the Site are the property (whether registered or unregistered) of Squirrel, its licensors or other third parties. You are not permitted to use trademarks, logos and service marks for any purpose without our prior, written consent. Except as expressly indicated on the website, no endorsement, sponsorship, affiliation or other authorization is implied by any use of third party trademarks.

Infringer and Repeat Infringer Policy – We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers of intellectual property. We may also, at our sole discretion, limit access to the Site or terminate the Account of any user who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement.

Acceptable Use and Prohibitions

In addition to any other terms or conditions regarding your use of the Site in these Site Terms, we may require you to agree to specific terms for particular services, products or areas of the Site from time to time by confirming your agreement.  Any such additional terms which you agree to will be deemed incorporated into these Site Terms.

Proper Conduct (Things You Must Do) – Without limiting the generality of anything else contained in these Site Terms, you must ensure that:

  1. you only use the Site for lawful purposes; and
  2. if at any time you become aware of any violation, by any person or entity under your control, of any part of these Site Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation

Prohibited Conduct (Things You Must Not Do) – Without limiting the generality of anything else contained in these Site Terms, you agree that you will not, in connection with the Site, directly or indirectly do or permit any of the following:

  1. post, upload, reproduce, distribute or otherwise transmit any Content that:
    1. is unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited,
    2. contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component or other action that is designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment,
    3. interferes with or disrupts the Site, services connected to the Site, or otherwise interferes with operations or services of the Site in any way;
    4. is defamatory, infringing, or unlawful,
    5. is inappropriate, profane, obscene, or indecent or information without suitable or lawfully-required access controls (which controls shall in no event be our responsibility),
    6. gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation,
    7. constitutes a criminal offence, or otherwise engages in or assists others to engage in any criminal offence, including pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography; or
    8. incites discrimination, hate or violence towards one person or a group because of their belonging to a race, religion, nationality, sexuality, gender or other human rights-protected group of persons;
  2. engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity;
  3. scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;
  4. forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Site;
  5. impersonate or falsely represent your association with any person, including a representative of us;
  6. disrupt or threaten the integrity, operation or security of any service, computer or any Internet system;
  7. remove, disable or circumvent any access control, copy protection, rights management, security feature or related process or procedure established with respect to the Site;
  8. rent, lease, sell, lend, assign, publish, transfer, sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any purposes (except for your internal, personal, non-commercial purposes), any portion of, use of or access to, all of or any feature or part of the Site, except where expressly authorized by us;
  9. modify, translate, adapt or otherwise create derivate works or improvements, whether or not patentable, of the Site;
  10. infringe any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
  11. is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined in our sole discretion;
  12. harvest, scrape, extract, gather, collect, or store personal information about others without their express consent;
  13. harvest, scrape, or use any robot, spider, crawler, script or other automated means or interface not provided by us to access the Site or to extract data, collect information or otherwise interact with the Site;
  14. violates, or encourages anyone to violate these Site Terms or the Privacy Policy; or
  15. violates, or encourages another party to violate, any applicable local, state, national, or international law, regulation, or order.

Children

Our Site is not intended for children. If you are under the age of majority in your jurisdiction of residence, you are not allowed to use the Site or submit any personal information to us.

Termination

We may, in our sole discretion, suspend, restrict or terminate your use of the Site, including your Account, and Your Content, effective at any time, without notice to you, for any reason, including if the operation or efficiency of the Site or our or any third party’s equipment or network is impaired by your use of the Site, we have received a third party complaint which relates to your use or misuse of the Site, or you have been or are in breach of any term or condition of this Agreement

You acknowledge and agree that termination, curtailment, or suspension of these Site Terms for any reason may result in restrictions of, disruptions to or cessation of your or third party access to your Account and Your Content, and you hereby agree to release us from any and all liability and claims of loss resulting from restrictions, disruptions or cessations. If your use of the Site is suspended or restricted, we will have no obligation to forward any of Your Content to you or any third party.

Disclaimers, Limits of Liability and Indemnities

Limitations – Your use of the Site depends on mobile or wireless networks, including the internet, telecommunications networks, cabling, facilities and equipment that is not in our control; accordingly (i) we cannot guarantee any minimum level regarding performance, speed, reliability, availability, use or consistency, and (ii) data, messages, information or materials sent over the internet may not be completely private, and your anonymity is not guaranteed.

Customer Acknowledgement – You acknowledge and agree that (i) all use of the Site provided by us is at your own risk, (ii) the Content that you may access while using the Site may contain links to websites or third party applications which are provided solely as a convenience to you and the inclusion of any such links do not imply endorsement, investigation or verification by us of such websites or third party applications or the information contained therein, and (iii) all products and services provided under these Site Terms are provided on an “AS IS” and “AS AVAILABLE” basis.

Disclaimer of Warranties – TO THE FULLEST EXTENT PERMITTED UNDER LAW We make no conditions, warranties or representations about the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness or accuracy of the Site.  THE SITE AND THE CONTENT ON THE SITE ARE PROVIDED “AS IS” and on an as available basis TO THE EXTENT PERMITTED UNDER LAW We expressly disclaim all conditions, warranties and representations, express, implied or statutory, including implied conditions or warranties of merchantability, fitness for a particular purpose, durability, title and non-infringement, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SQUIRREL OR A REPRESENTATIVE SHALL CREATE A WARRANTY.

 

WE DO NOT GUARANTEE THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT IT IS ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SITE, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.

FURTHER, SQUIRREL DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SITE. UNDER NO CIRCUMSTANCES WILL SQUIRREL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

No Liability – Notwithstanding any other provision of these Site Terms, in no event will Squirrel, our subsidiaries, our affiliates, or our controlling parties, agents employees, suppliers, licensors, resellers or distributors be liable for any direct, indirect, special, incidental, consequential or punitive damages, or any other damages or losses whatsoever, including damages for loss of profits, goodwill, opportunity, earnings, use or data, arising directly or indirectly from or related to these Site Terms or the Site, or any Content or software in connection therewith whether arising in contract, warranty, tort, including negligence, product liability, or otherwise, regardless of the cause of action and even if one or more of us have been advised of the possibility of such damages or losses, or if such damages or losses would be reasonably foreseeable, including damages or losses arising from or in any way related to the following:

  1. sending, receiving, not sending, not receiving, loss, deletion or alteration of any transmissions, data or transactions entered into through or using the Site;
  2. any suspension, curtailment, restriction, termination or other limitation placed on your use of the Site, or your Account;
  3. any act or omission of you or any third party, including any threatening, defamatory, obscene, offensive or illegal conduct or any infringement of another’s rights, including intellectual property rights;
  4. any loss or damage to Your Content or other data arising directly or indirectly from your use or non-use of the Site or related components;
  5. the performance of the Internet or the Site;
  6. the content or accuracy of any material, information or data (including any software) related to these Site Terms or viewed, downloaded, accessed or transmitted using, over or through the Internet or the Site, including material that infringes the rights of others or otherwise violates laws or regulations; and
  7. delays, errors, interruptions, mistakes, omissions, non-delivery, incorrect delivery, viruses, Trojan horses, spyware, spam or defects in the transmission of any information, material or data over or through our systems or networks or the systems or networks of third parties.

To the extent that a province or jurisdiction does not permit the exclusion or limitation of liability as set forth in this paragraph, our liability is limited to the maximum extent permitted by the laws in such province, state or jurisdiction.

Applicability – Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability.  In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Site Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Site Terms consistent with such prohibitions.

Indemnity By You – You agree to indemnify and hold us harmless from all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any such action, or to satisfy a judgment, and expenses of any kind and character whatsoever incurred by us relating to or arising from (i) access to or use, by you or permitted by you, of the Site or your Account, or (ii) any of your acts or omissions, including breach or non-performance of these Site Terms and any violation of any third party rights.

Dispute Resolution and Agreement to Arbitrate

By using the Site, you and Squirrel agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Site or the breach, enforcement, interpretation, or validity of these Site Terms or any part of them (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:

 

  • Notice to Squirrel: You must send notice (1) by electronic mail to info@squirrelsystems.com and (2) by first-class or certified mail to Squirrel at 8585 Baxter Place, Burnaby, BC, Canada V5A 4V7 or
  • Notice to You: We will send notice by (1) first class or certified mail to the physical address we have on file for you (if any) and (2) by electronic mail to the email address we have on file for you (if any). If we do not have a physical or email address on file for you, or if we are, for any reason, unable to provide notice via the contact information on file, we reserve the right to provide notice by such means as we deem reasonable.

 

Both you and Squirrel agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.

IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.

All such Disputes shall be exclusively submitted to Judicial Arbitration and Mediation Services (JAMS) (www.jamsadr.com) for binding arbitration under its rules then in effect (as modified by this agreement to arbitrate), before one arbitrator to be mutually agreed upon by both parties. Any hearings will be held in a mutually convenient location agreed upon by the parties, provided that if the claim is for $10,000 or less, we may agree to have the arbitration conducted (1) solely on the basis of the documents submitted to the arbitrator or (2) through a non-appearance based hearing by teleconference or videoconference.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable. For the avoidance of doubt, you and Squirrel agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this agreement to arbitrate or the arbitrability of any claim or counterclaim. The arbitrator may award (on an individual basis) any relief that would be available in a court. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Notwithstanding the foregoing, in lieu of arbitration either you or Squirrel may (1) bring an individual claim in small claims court consistent with any applicable jurisdictional and monetary limits that may apply and (2) file an individual claim in court to enjoin the infringement or other misuse of its intellectual property rights, provided that any such claim is brought and maintained on an individual basis.

General Provisions

Interpretation – In these Site Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Site Terms, (ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all references to website addresses or URLs shall also include any successor or replacement websites containing substantially similar information as the referenced website(s).

Waiver of Rights and Remedies – Our failure to insist upon or enforce strict performance of any provision of these Site Terms will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice shall act to modify any provision of these Site Terms. Our rights, powers and remedies in these Site Terms, including without limitation the right to suspend, restrict or terminate your access to any portion of the Site, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

Severability – If any provision of these Site Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

Notifications – Subject to our Privacy Policy, we may provide you with notifications via email, in hard copy, through your Account, or through conspicuous posting of such notice on the Site, as we may determine in our sole discretion.

Governing Law and Jurisdiction – These Site Terms and the rights of the parties hereto are governed by, and will at all times be construed in accordance with, the laws in force in the Province of Ontario and the laws of Canada applicable therein, without reference to its conflict of laws principles.  You agree that any disputes not subject to the arbitration agreement in these Site Terms will be resolved by a court located in  the Province of Ontario and you hereby irrevocably consent to the jurisdiction of such courts.

Limitation on time to file claims – ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE APP TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Assignment and Inurement – We may at any time assign our rights and obligations under these Site Terms, in whole or in part, without notice to you. You may not assign these Site Terms without our prior, written consent. These Site Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

Survival – All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Site Terms shall survive termination or expiration of these Site Terms.

Relationship – You agree that no joint venture, partnership, employment or agency relationship exists between us and you as a result of these Site Terms or your use of the Site.

Entire Agreement – These Site Terms, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, constitutes the entire agreement between us and you with respect to the matters referred to in these Site Terms and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.

English Language – The parties have requested and agree that this agreement and all documents relating thereto be drawn up in English / Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

Questions and Concerns:

If you have any questions or concerns about these Site Terms, please contact us at info@squirrelsystems.com.