Terms of Use by the Customers of Synapse’s Services

Get Synapse, Inc. (the “Company”),

410 Adelaide St W Suite 610, Toronto, ON M5V 1S8,

General

These are the terms and conditions (the “Terms”) which apply to and govern a person, firm or corporation (the “Customer”) who/which buys from the Company any service or services, software, web site or sites (individually a “Service” and collectively the “Services”) and/or uses any Service or Services.

Unless otherwise expressly agreed in writing by the Customer and the Company, subject to the terms set out in any agreement specifically negotiated and entered into between the Company and a particular customer, any agreement the Customer enters into for the purchase or use of a Service shall be deemed to be upon and subject to these Terms, which are incorporated by reference into any such agreement.

Wherever used in these Terms, “the Company” includes the Company’s subsidiaries and affiliates and “the Customer” includes the Customer’s subsidiaries and affiliates, and each party represents and warrants that it has the legal power and authority to enter into the Terms. No joint venture, partnership, employment, or agency relationship exists between the Customer and the Company as a result of the Terms or use of the Services.

Provisions Applicable to a Potential Customer (the “Potential Customer”) who Registers for a Free Trial of the Company’s Services

Except for the payment provisions of the Terms, all of these Terms which apply to the Customer, also apply to the Potential Customer who registers for a Free Trial of the Services.

A Free Trial shall be available to the Potential Customer during, and the Potential Customer may use a Free Trial only for, the time period (the “Free Trial Period”) which the Company, from time to time, makes applicable to Free Trials. The Free Trial Period may be changed by the Company, and Free Trials may be suspended or terminated as an offering, without notice and at any time in the Company’s sole discretion.

Upon the expiration of the Potential Customer’s Free Trial Period, the Potential Customer must stop using the Services, unless the Potential Customer has exercised his/her/its option to purchase, and has purchased and paid for, the Services.

The Potential Customer may only maintain one Free Trial account.  The Company reserves the right to refuse a Free Trial to the Potential Customer where, in the sole opinion of the Company, the Potential Customer is abusing the right to a Free Trial in any way which is to the detriment of the Company.

If/when a Potential Customer chooses to end the Free Trial Period, whether by purchasing the Services or by terminating the Free Trial, the applicable Free Trial Period for the Potential Customer will end, irrespective whether some time remains before that Free Trial Period expires on its terms.  Note that if the Potential Customer chooses to terminate a Free Trial, or if the Potential Customer refuses to exercise his/her/its option to purchase and pay for the Services upon the expiration of the Free Trial Period, the Potential Customer may permanently lose content, features or capacity of the Potential Customer’s account, and the Company has no responsibility for any such loss.

Accepting the Terms

The Customer is not permitted to use any Service unless the Customer first agrees to and accepts the Terms by actually using a Service.  Such use by the Customer constitutes his/her agreement to, and acceptance of, the Terms effective from the time he/she begins to use the applicable Service.

The Customer cannot use the Service, or agree to and accept the Terms if (i) the Customer has not reached the age of majority in his/her place of residence, or (ii) pursuant to the laws of the place of residence of the Customer or of the place in or from which the Customer intends to use the Service, he/she is not permitted to use the Service or to agree to and accept the Terms.

The Customer’s Use of the Services

The Company grants the Customer a non-exclusive, worldwide, non-transferrable, license to use the Services in accordance with the Terms hereunder. The Customer agrees that he/she will only use the Services for the purposes permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from any relevant countries).

The Customer may have one or more login account associated with the Services (each an “Individual Account“).  As such, the Customer’s employees or affiliates are not permitted to share their username and/or password of an Individual Account with any other person, firm or corporation.

The Customer understands that he/she may not gain access to or attempt to gain access to any Services by any means other than through the interface that is provided by the Company unless he/she specifically has been permitted to do so in a separate agreement with the Company.  The Customer specifically agrees not to gain access or attempt to gain access to any of the Services using or through any automated means including, without limitation, using web crawlers or scripts or otherwise. The Customer agrees not to engage in any action or activity which interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

Unless and until the Customer has been specifically allowed to do so in a separate agreement with the Company, the Customer agrees with the Company that he/she will not reproduce, duplicate, copy, sell, transfer, trade, dispose of, exchange or resell a Service or the Services for any purpose and agrees that he/she alone is responsible for (and that the Company has no responsibility to him/her or to any third party for) any breach of his/her obligations under the Terms and for the consequences (including any loss or damage which the Customer or any other person, firm or corporation may suffer) resulting from any such breach.

The look, feel, and function of the Service is copyrighted. The Customer and/or the Potential Customer may not duplicate, copy, or reuse any portion of the Service, including without limitation, any visual design element or concept without express written permission from the Company. The Customer will not (and will not permit or direct any third party to), directly or indirectly for whatever purpose, (a) analyze, reverse engineer, decompile, disassemble or otherwise attempt to discover any part or parts of the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data (“Software”) related to the Services for any purpose(s), (b) access the Services to monitor the Services’ availability, or functionality, or for any other benchmarking or competitive purpose(s), and/or (c) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted or authorized by the Company).

The Customer acknowledges that the Company’s ability to deliver and to continue to deliver the Services in a timely manner may be dependent upon the Customer’s ongoing cooperation and assistance, as advised by the Company to the Customer. Accordingly, the Customer agrees to supply to the Company, on a timely basis, all information, material and assistance which the Company reasonably requests from the Customer as necessary for the Company to be able to deliver, or continue to deliver, as the case may be, the Services to the Customer including obtaining content and any additional information, material, or assistance identified by the Company and, if applicable, by the Customer.

Confidentiality of the Customer and the Company

In the case of information and/or assistance provided by the Company to the Customer, or by the Customer to the Company, each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, financial or other information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of the Company includes non-public information regarding features, functionality, and performance of the Services.  Proprietary Information of the Customer includes non-public data (the “Customer Data”) provided by the Customer to the Company to enable the provision to the Customer by the Company of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by the Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to the Receiving Party without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) the Disclosing Party has expressly agreed in writing with the Receiving Party that the Receiving Party may release or make known or (f) is required to be disclosed by law.

Security: the Customer’s Personal Information

The Company shall maintain (and shall ensure that any third party responsible for the host server maintains) a data privacy and information security program that meets industry-accepted standards and practices, including physical, technical, administrative, and organizational safeguards that are designed to (a) ensure the security and confidentiality of the Customer Data, (b) protect against any anticipated threats or hazards to the security or integrity of the Customer Data, including without limitation accidental loss or destruction of, or damage to, the Customer Data, (c) protect against unauthorized disclosure, access to, or use of the Customer Data, (d) ensure the proper disposal of the Customer Data,  and (e) ensure that access to the Customer Data is restricted to employees, agents, and contractors of the Company who have a business need to access the Customer Data, if any, and will comply with all of the foregoing. If the Company discovers or is notified of any: (1) unauthorized destruction, loss, alteration of or access to the Customer Data, or (2) actual breach of security of the Customer Data (each a “Security Incident”), the Company will in the most expedient time possible under the circumstances and without unreasonable delay, within 72 hours after the Company has become aware of the Security Incident, (a) notify the Customer of such Security Incident by email or phone after the Company has become aware of the Security Incident, and (b) whether the Customer Data was in the Company’s or its third-party service provider’s possession at the time of the Security Incident.  The Company shall (i) investigate, and take appropriate actions to remediate the effects of, and mitigate the risks associated with, the Security Incident, (ii) provide the Customer with a written report on the outcome of its investigation including any risk to the Customer or the Customer Data, the corrective action the Company will take, or has taken, to respond to the Security Incident, (iii) take all commercially reasonable actions to ensure the circumstances that gave rise to the Security Incident are resolved in the most expedient time possible under the circumstances, and (iv) provide the Customer with a final report once the Security Incident has been remedied, including steps taken to prevent a recurrence of the Security Incident.

To the extent required by applicable law, either party may disclose the occurrence of a Security Incident involving nonpublic personal information to customers, governmental authorities, law enforcement agencies, or any other notice required by law or deemed necessary or prudent in either party’s reasonable discretion including, as applicable, any substitute notice required by law (“Security Notifications”), but will never expressly mention the name of the Customer in Security Notifications.

Privacy: the Customer’s Personal Information

The Company’s Privacy Policy (the “Privacy Policy”) describes how the Company collects, deals with, uses, sends, transmits and discloses Personal Information.  That Privacy Policy applies to the Customer unless he/she gives the Company explicit notice to the contrary.  When the Customer accesses, browses or uses a Service or the Services, registers to use a Service or the Services, uploads any material to the Service or the Services, or obtains any material or application furnished by a Service, the Customer thereby acknowledges and agrees that he/she has read, understood, and agreed to be bound by the Privacy Policy. If the Customer does not agree to be bound by the Privacy Policy, the Customer should not use or register to use Services, upload materials or obtain any materials by way of the Services.

Proprietary Rights to the Services

The Customer or its licensors shall own and retain all right, title and interest (including all copyright and other intellectual property rights) in and to the Customer Data and content created by the Customer as a user of the Services, excluding any portion that embodies any inventions or developments made by the Company (including all software, trademarks, trade secrets, patents and any other intellectual property rights).

The Company or its licensors own and retain all right, title and interest in and to (a) the Services and the software related to the Services, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing which subsist in the Services and wherever in the world those rights exist.

Notwithstanding anything to the contrary, the Company shall not access the Customer Data except to provide the Services or to prevent or address service or technical problems or to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Customer Data and data derived therefrom), and  the Company will be free during and after the term set out on or in the Order Form (the “Order Form”) which together governs the Customer’s use of the Services, to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other offerings, and (ii) disclose such information and data solely in aggregate or other de-identified forms in connection with its business.  No other rights or licenses are granted except as expressly set out herein.

The Customer and Third-Party Content

The Customer can electronically retrieve or delete his/her content through the options provided by the Services. Despite this, the Customer’s content may still be stored by the Services, backup tapes, drives, and/or other backup media. The Company has no responsibility to attempt to recover any deleted Content.

In using the Services, the Customer agrees that he/she will not engage in any unauthorized use of any intellectual property (including without limitation any trade name, trademark, logo) of any other firm or corporation or use any such intellectual property in a way which does or may cause confusion as to the identity of the owner or authorized user of such intellectual property and which does not expressly provide any proper and required copyright and other attribution. The Customer recognizes, acknowledges and agrees that the Company does not pre-screen any content which the Customer may input or provide in relation to the Customer’s use of the Services, whether in a Free Trial or otherwise.

The Company does not knowingly permit copyright infringing activities and infringement of intellectual property rights on its website, or in the use of its Services and the Company will remove all content and third-party submissions if properly notified that such content or third-party submission infringes on another’s intellectual property rights in accordance with the Company’s Digital Millennium Copyright Act Policy (“DMCA Policy”). The Customer agrees that the Company, in its sole discretion, has the right to refuse or remove any content which is available in relation to the Services, without any liability to the Customer for so doing. The Customer recognizes and agrees with the Company that Customer will fully indemnify and save harmless the Company from and against any cost, loss or damage (including court costs and legal fees and related costs) which the Company may suffer or incur or be required to pay to the extent that it arises out of Customer’s Content. The Company does not endorse any third-party submission or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all liability in connection with third-party submissions.

Software Updates and Service Level

The Software which the Customer uses may automatically download and install updates from time-to-time from the Company. These updates are designed to improve, enhance and further develop the Services and may take any form, including without limitation, bug fixes, enhanced functions, new software modules, and completely new versions. All Customers agree to receive such updates (and permit the Company to deliver the updates to them) as part of their use of the Services.

The Company shall use reasonable efforts consistent with prevailing industry standards to provide the Services in a manner which minimizes errors and interruptions with at least 99.9% availability excluding time for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail to the Customer of any scheduled service disruption it experiences.

Prices, Payments, Cancellations, and Refunds

Services are billed to and payable in advance by the Customer, for the length of term, which is applicable to the Customer’s purchase of Services and is set out in the Order Form.  The Customer will pay the Company’s then-applicable service fees (the “Fees”) for the Services in accordance with the terms set out on or in the Order Form which together with these Terms govern the Customer’s use of the Services. All Fees are exclusive of any applicable taxes whether federal, state, provincial, national, withholding and/or VAT taxes and applicable customs duties or tariffs (collectively “Taxes”).  The Customer is responsible for the payment of all Taxes applicable to the Services.  If the Company has the legal obligation to pay or collect any Taxes for which the Customer is responsible under the Terms, the Company will invoice the Customer for the applicable amount which the Customer hereby agrees to pay to the Company forthwith unless the Customer provides the Company with a valid tax exemption certificate issued by the applicable and competent taxing authority.

The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company as indicated on the Order Form after the mailing or transmission date of the applicable invoice.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination by the Company of the Services. In order to have and maintain accurate billing by the Company to the Customer for the Services, the Customer agrees to provide and maintain complete and accurate billing and contact information in that regard.

Unless otherwise described in the Terms, all transactions between the Company and the Customer are final and all payments by the Customer to the Company are final.  If the Customer cancels, upgrades or downgrades the Customer’s Services contract with the Company, the Company will not provide any refund to the Customer or credit for any unexpired time which remains on the Customer’s term of use of Services at the time the Customer cancels, upgrades or downgrades that contract with the Company. The Company does not issue refunds for transactions or Services that have been paid for by the Customer, except as otherwise agreed to in writing.

Marketing

The Customer and the Company both grant to each other the right to use each other’s name, mark, and logo in marketing materials provided, however, that any such use must be pre-approved in writing. The Customer further agrees that Synapse® and Learning Design System (LDS)® or similar marks may appear in forms, web pages, and other outputs of the Services.

Assignment

The Company has the right to sell, assign, transfer, and convey any or the Customer payments to it under the Terms and the Order Form, or transfer any or all rights, title, property and interest that the Company may have in providing the Services under the Terms, including all the Company rights and remedies on the Company’s own behalf, to an assignee (“Assignee”) who can take all proceedings, legal, equitable or otherwise that the Company may otherwise take, under the Terms or otherwise.

Agreement Termination

Subject to earlier termination as provided in these Terms, which length of term is applicable to the Customer’s purchase of Services as specified in the Order Form (“Initial Service Term”), shall be automatically renewed for an additional period of one (1) year (each a “Renewal Term”), unless either party requests termination at least ninety (90) days prior to the end of the then-current term by written notice actually given to the other party.

Except as otherwise provided in the Order Form, the amount of the Fees during any Renewal Term shall be the same as that during the prior term unless the Company has given the Customer written notice of any proposed Fee change at least sixty (60) days before the expiration of the Initial Service Term or the then-current Renewal Term, as the case may be.

Upon termination, cancellation or expiration of the Customer’s right to Services, if the Customer does not enter into a longer-term agreement, the Company will provide the Customer with the ability to export the Customer Data for sixty (60) days from the time of such termination, cancellation or expiration, and any of the Customer Data that is exported may be used at no additional cost to the Customer, and the Company shall convey, at no additional cost to the Customer, all rights necessary (including irrevocable, perpetual licenses if necessary) for the Customer and its affiliates to have indefinite use of the Customer Data. After that sixty (60) days, the Company may, but is not obligated to, delete all the Customer Data from the Company’s records and/or storage, and the Customer will not be able to access the Customer Data.

In addition to any other remedies it may have, the Company may terminate its agreement with the Customer, upon thirty (30) days written notice (i) if the Company is required to do so by law (for example, if its provision of the Service or Services to the Customer of the Services is, or becomes, unlawful and the Company for any reason no longer can offer a Service or no longer can offer the Services in the Customer’s country of residence), and/or (ii) if it is no longer commercially desirable or feasible for the Company to continue to offer or provide the Service or Services to the Customer, and/or (iii) without notice, in the case of nonpayment by the Customer to the Company of any Fees.

Either party may terminate their agreement with the other, if (a) the other party materially breaches or fails to perform any of its obligations under the Terms and has not cured the breach in accordance with the Terms herein, or (b) becomes insolvent or ceases to carry on business. In the case of any such termination, the Customer will pay the Company immediately and in full for the Services up to and including the last day on which the Services are provided to the Customer or the Company will refund the Customer for any prepaid fees covering the remainder of the term of their agreement.

When the Customer’s agreement with the Company comes to an end, whether through cancellation, expiration or otherwise, all of the legal rights, obligations and liabilities that the Customer and the Company have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

All sections of the Terms which create or impose rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability shall survive the termination, cancellation or expiration of the Customer’s agreement with the Company.

Exclusion of Warranties

SUBJECT TO ANY APPLICABLE LAW WHICH LIMITS THE COMPANY’S EXCLUSION OR LIMITATION OF WARRANTY OR LIABILITY FOR LOSSES, THE CUSTOMER ACKNOWLEDGES TO AND AGREES WITH THE COMPANY THAT HIS/HER USE OF THE SERVICE OR SERVICES IS AT HIS/HER OWN AND SOLE RISK AND THAT THE SERVICES ARE FIT FOR THE CUSTOMER’S PURPOSES OR WILL MEET HIS/HER REQUIREMENTS. THE CUSTOMER IS PURCHASING THE SERVICES AND HAS MADE HIS/HER PURCHASE DECISION BASED UPON THE FEATURES WHICH WERE MADE AVAILABLE IN THE FREE TRIAL (WHETHER OR NOT THE CUSTOMER ACCESSED THE FREE TRIAL) AND THE COMPANY AND ITS LICENSORS MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND AND EXPRESSLY DISCLAIM ALL WARRANTIES, GUARANTEES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES ARE OR WILL BE ERROR-FREE, AND AS SUCH, THE SERVICES ARE PROVIDED “AS IS” AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, GUARANTEES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY TO ANY THIRD PARTY.

Indemnification, Limitation of Liability and Release by the Customer of the Company

Notwithstanding anything to the contrary, the Company will defend the Customer against any claim, demand, suit or proceeding made or brought against the Customer by a third-party alleging that the Service infringes or misappropriates such third-party’s intellectual property rights (the “Claim Against Customer”), and will indemnify the Customer from any damages, attorney fees and costs awarded against the Customer as a result of such claim, or for amounts paid by the Customer under a settlement approved by the Company and the Customer in writing of, the Claim Against Customer, provided the Customer (a) promptly gives the Company written notice of the Claim Against Customer, (b) gives the Company sole control of the defense and settlement of the Claim Against Customer (except that the Company may not settle the Claim Against Customer unless it unconditionally releases the Customer of all liability), and (c) gives the Company all reasonable assistance, at the Company’s expense. If the Company receives information about an infringement or misappropriation claim related to the Service, the Company may in its discretion and at no cost to the Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching the Company’s warranties, (ii) obtain a license for the Customer’s continued use of the Service in accordance with the Terms, or (iii) terminate the Terms and refund the Customer for any prepaid fees covering the remainder of the Customer’s agreement with the Company.

The parties understand and agree that subject to applicable law, neither party and its licensors shall be liable for direct, indirect, incidental, special, consequential or exemplary damages which are or may be incurred, however caused, and under any theory of liability. Without limiting the generality of the foregoing limitation, the Company is not liable to the Customer for any direct or indirect loss of profit, any loss of goodwill or business reputation, any loss of data, cost of procurement of substitute Services, or other intangible loss). For the avoidance of doubt, none of the limitations contained in this paragraph applies to the Company’s Indemnification obligations herein.

The Service or Services may include hyperlinks to other web sites or content or resources.  The Company may have no control over any web sites or resources which are provided by companies or persons other than the Company. The Customer acknowledges and agrees that the Company is not responsible for the availability of any such external sites or resources, and does not endorse (and is not responsible in any way for or respecting) any advertising, products or other materials on or available from such web sites or resources. The Customer acknowledges and agrees that the Company is not liable for any loss or damage which may be incurred by the Customer as a result of the availability of those external sites or resources, or as a result of any reliance placed by the Customer on the completeness, accuracy or existence of any advertising, services or other materials on, or available from, such web sites or resources.

The Customer acknowledges, releases and agrees to hold harmless, the Company, the Company’s parent, related and affiliated companies, and each of their respective officers, directors, shareholders, employees and agents (collectively, the “Releasees”) from and against any and all liability whatsoever for any injuries, losses or damages of any kind, including death or property damage or personal injury and any claims based on personality, privacy rights or defamation (including, without limitation, any and all liability for any damage or damages whether direct,) occurring at or in any way in connection with the Services, or the accessing or utilization by the Customer of the Services.

Changes to the Terms and the Services

If the Customer requests a change in scope of the Order Form, including without limitation, platform improvements and any other mutually agreed-upon changes, such changes (and any resulting charges) will not be binding unless set out in writing (a “Change Order“) executed by both parties. Any change Order must set out the amount or amounts of charges, if any, which will be charged by the Company to the Customer in respect of the change or changes referred to in the Change Order, and when any such charges are payable by the Customer to the Company.

The Company has the right, in its sole discretion, to change, modify, terminate, or discontinue these Terms, at any time and from time to time.  The amended or new Terms will be available to the Customers on the Company’s website and, if applicable, on, within or through any applicable Service.  If the Customer uses the Service or Services on or after the time and day on which the Company changes these Terms, that Service use by the Customer constitutes his/her acceptance of the amended or new Terms.

Force Majeure

In the event that, in the Company’s sole opinion, the Company is impeded or prevented from continuing to offer a Service or the Services as planned or intended by any event beyond the Company’s control, including, but not limited to, fire, flood, natural or manmade epidemic or crisis, earthquake, explosion, labour dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared), any federal, state, provincial, territorial or local government law, order or regulation, public health crisis, the order of any court or jurisdiction, or by any other cause not reasonably within the Company’s control, then subject to any governmental approval which may be required, the Company shall have the right to modify or suspend or terminate its offer of and provision of the affected Service or Services. The Company shall not be liable for any delay or failure to perform any of its obligations under these Terms if such delay or failure is due to causes beyond its control including, without limitation, the incidents and causes referred to in this Force Majeure provision of these Terms.

The Company’s Fairness and Non-discriminatory Practice Policy

The Company is committed to complying with all applicable laws respecting fairness and non-discrimination and, without limiting the generality of the foregoing, has a policy of equal opportunity and freedom from harassment, recognizes it is important to deal fairly and does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, or sexual orientation or, if and where applicable, military status, in any of its activities or operations.

Severability and Invalidity

The invalidity or unenforceability of any provision of these Terms or the Order Form shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms or the Order Form shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Headings and captions are used in these Terms and in the Order Form solely for ease of reference, and shall not be deemed or considered to affect in any manner the meaning or intent of these Terms, of the Order Form, or any provision thereof.

Applicable Law

All issues and questions concerning the construction, validity, interpretation, and enforceability of these Terms and the Order Form or the rights and obligations as between the Customer and the Company in connection with the provision and use of the Services shall be governed by and construed and interpreted in accordance with the federal laws of Canada, and in accordance with the internal laws of the Province of Ontario, Canada, including the procedural provisions of those Ontario laws, without giving effect to any choice of law or conflict of law rules or provisions that would cause or bring about the application of any other jurisdiction’s laws. The Company and the Customer and all other parties hereby attorn to the jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, Ontario, in respect of the determination of any matter or dispute arising under or in respect of the Terms and the Order Form and agree that any such determination shall be brought solely and exclusively before such courts in the Province of Ontario.

Notices

Any notice given under or pursuant to the Terms must be in writing, and will be deemed to have been duly given when actually received by the party to whom the notice is being given, if personally delivered; when receipt by the party to whom the notice is being given is electronically confirmed as having been received, if transmitted by the party giving notice to the facsimile or e-mail address last known to the party giving the notice; and if sent by the party giving the notice, for next day delivery by recognized overnight delivery service, on that next day; and upon actual receipt by the party to whom the notice is being given, if sent by certified or registered mail, return receipt requested.

© 2019 Get Synapse, Inc.

Last Updated: April 11, 2019.