Terms of Use
LAST UPDATED: January 15, 2010
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY
Saint Elizabeth Health Care, its affiliates and their successors and assigns (collectively referred to as “SEHC”) make this web site (the “Site”) available to you subject to these Terms of Use.
1. YOU
2. ACCEPTANCE OF TERMS
3. SIGNING UP FOR CERTAIN FEATURES OR ACTIVITIES
4. USE OF THE SITE
5. PRIVACY
6. SUBMITTING CONTENT
7. USING CONTENT
8. SCREENING, RESPONSIBILITY FOR CONTENT AND MONITORING
9. DISCLAIMER REGARDING THIRD PARTY CONTENT AND LINKED SITES
10. FEEDBACK
11. WARRANTIES
12. LIMITATION OF LIABILITY
13. INDEMNITY
14. INTELLECTUAL PROPERTY INFRINGEMENT
15. CHANGES
16. VIOLATIONS OF THESE TERMS OF USE
17. TERM AND TERMINATION
18. OTHER
1. YOU
1.1 For the purposes of these Terms of Use, the word “you” means the individual accessing the Site, and, if applicable, includes any other legal entity on behalf of which an individual is accessing the Site. As an individual, you agree not to access the Site on behalf of any other legal entity unless you have the authority to bind that legal entity to these Terms of Use.
1.2 You represent and warrant that: (i) you have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside; and (ii) your use of the Site will not violate any applicable law or regulation in the province, state, territory or country from which you are accessing the Site.
1.3 If you do not have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside, do not use the Site unless your parent or guardian enters into these Terms of Use on your behalf and consents to your use of the Site. SEHC encourages parents to take an active role in their children's use of the Internet, to be available to explain content from the Site to them and to inform them of the potential dangers of providing information about themselves over the Internet.
2. ACCEPTANCE OF TERMS
2.1 By using the Site, you agree, without limitation or qualification, to be bound by and to comply with these Terms of Use. If you do not agree, without limitation or qualification, to be bound by and to comply with these Terms of Use, discontinue using the Site.
2.2 Please note, before being allowed to access certain features of the Site or participate in certain activities being run via the Site, you may be required to: (i) register as “User” of the Site; and (ii) confirm your acceptance of these Terms of Use by placing a checkmark in the “I AGREE” box on the registration page. If you disagree with any term or condition of these Terms of Use, do NOT place a checkmark in the "I AGREE" box and discontinue using the Site.
2.3 Please note, certain services and activities available through the Site may require you to agree to further terms and conditions. Unless such terms and conditions expressly set out otherwise, if there is any inconsistency between those terms and conditions and these Terms of Use, these Terms of Use shall prevail.
2.4 SEHC suggests that you print or save a local copy of these Terms Use for your future reference.
2.5 If SEHC provides you with a translation of these Terms of Use and there is any inconsistency between the English version and the translated version, the English version shall prevail.
2.6 If SEHC believes that you have breached these Terms of Use, SEHC reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Site and terminate any licenses granted to you pursuant to these Terms of Use without prior notice and without liability.
3. SIGNING UP FOR CERTAIN FEATURES OR ACTIVITIES
3.1 When signing up to access certain features of the Site or participate in certain activities run via the Site, you represent and warrant that any information you provide about yourself is true and that you will maintain and promptly update such information to keep it true and current.
3.2 If you are given a username and/or a password for the purpose of accessing certain features of the Site or participating in certain activities run via the Site, you are responsible for all activities conducted under that username or password, and you will take all necessary steps to ensure that no one other than you uses that username or password and that that password is kept confidential. If you have any reason to believe that any password assigned to you has become known to or been used by any other person, you will inform SEHC immediately.
3.3 You will be asked to suggest one or more usernames when you register with the Site. Please note that the assignment of a username to you is in SEHC’s sole discretion. As well, SEHC may, at any time, change any username or password assigned by SEHC to you. SEHC will notify you when it does so.
4. USE OF THE SITE
4.1 Except as expressly permitted in section 4.3, you may use the Site only for your own personal, non-commercial use.
4.2 You will not:
(a) Use the Site or any service or tool provided on the Site for a commercial purpose;
(b) seek to gain access to any portions of the Site you are not authorized by SEHC to access;
(c) use the Site to impersonate or falsely state or otherwise misrepresent your affiliation with any person or entity including but not limited to SEHC;
(d) when posting any materials to the Site, forge headers or otherwise manipulate other identifiers in order to create the impression that another person posted the materials;
(e) use the Site to either directly or indirectly interfere with, disrupt or damage the Site, the server(s) on which it hosted, the networks connected to them or any other user’s access to the Site;
(f) access the Site through any automated means (for example, bots or web crawlers);
(g) access services or tool made available on the Site using an interface other than the one made available on the Site by SEHC;
(h) adapt, translate, modify, decompile, disassemble, or reverse engineer any aspect of: (i) the Site; (ii) any software or technology used in connection with the Site; or (iii) downloaded from the Site;
(i) violate any applicable local, provincial, state, national or international law or regulation (including any laws relating to the export of data or software); or
(j) collect or store personally identifying information about other users of the Site for any purposes unrelated to the Site or that are illegal or unlawful.
4.3 Organization Profiles
(a) You may create a profile on the Site to promote a charitable, not-for-profit, business or other commercial organization whose focus is related to health care (a “Permitted Organization”). An administrator’s username and password will be created for each Permitted Organization. SEHC may, at any time, change any such username or password. SEHC will notify you if it does so. You will be responsible for all activities conducted under the administrator’s user name and password for any Permitted Organization that you create. If you have any reason to believe that any such password has become known to or been used by any other person, you will inform SEHC immediately. You acknowledge that your personal username and password may be disabled if you breach these Terms of Use while using the administrator’s username and password associated with any Permitted Organization for which you are responsible.
(b) By creating a profile Permitted Organization, you: (i) agree to administer the profile for the Permitted Organization so that it contributes to the Site in a positive manner and is not disruptive; and (ii) represent and warrant to and covenant with SEHC that you are authorized to do so by the Permitted Organization. Additionally, you acknowledge that SEHC may remove any Organization Profile that you create at any time and for any reason.
5. PRIVACY
5.1 Please note that SEHC controls the Site from within Canada, and the Site is hosted in Canada.
5.2 SEHC’s use and disclosure of any personal information about you that it collects in association with the Site is subject to SEHC’s privacy policy, which is available at http://www.saintelizabeth.com/page/privacy-accessibility. You have read the privacy policy and consent to the use of your personal information as described therein.
5.3 SEHC reserves the right to communicate with you regarding your use of the Site. You consent to SEHC’ use of any contact information that you provide to SEHC in doing so. The content included in any such communication is deemed to be Content made available on the Site by SEHC.
6. SUBMITTING CONTENT
6.1 The contents of the Site, including any and all information, content, links, reports, data, databases, tools, e-mail, code, photographs, pictures, video, postings, graphics, interfaces, web pages, text, files, software, product names, company names, trade-marks, logos, trade names, or other materials contained on or in the Site is the “Content”. The Content includes materials contributed to the Site by or on behalf of SEHC (the “SEHC Content”) and materials contributed to the Site by Users of the Site (“User-generated Content”).
6.2 You may retain a copy of any Content forming part of the Site solely for your personal use and records, provided that any marks, logos or other legends that form part of that Content are not removed from the copy. Otherwise, all rights in and to any item of Content are reserved by the contributor of that item. Consequently, you may not modify, publish, display, transmit, adapt, sell, license or in any way exploit any item of Content that you did not contribute, without the express prior permission of the contributor of that item.
6.3 By submitting or sending your own content to SEHC or otherwise making it available for display on or through the Site, you acknowledge that the content is your User-generated Content and grant SEHC the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User-generated Content (in whole or part) and to incorporate it in other works (in each case irrespective of the form, media, or technology used) for the purpose of allowing SEHC to administer, operate, display, distribute and promote the Site including but not limited to allowing other sites to link to Content on the Site. You acknowledge that SEHC may need to do the following in order to operate, display or distribute the Site and agree that SEHC may do so: (i) transmit User-generated Content over various networks; and (ii) reformat User-generated Content.
6.4 You represent and warrant to and covenant with SEHC that: (i) you have now and that you will continue to have all necessary rights and authority to grant the licenses set out in section 6.3; and (ii) the User-generated Content that you contribute to the Site will not infringe any proprietary right of any third party. You also represent and warrant to SEHC that any “moral rights” in any User-generated Content that you contribute to the Site have been waived and that SEHC, and its successor and assigns may rely on those waivers. With the exception of any User-generated Content that includes personal information, you agree that all User-generated Content that you contribute will not be considered confidential.
6.5 Links are Content. If you contribute a link to another website, make sure that that the operators of that website permit linking. You can do this by checking the terms of use for that website. If you are uncertain about whether or not you are permitted to link to a website, either refrain from posting a link or link to the home page of the website and include written directions in your post for how to navigate from the home page to page that has the content about which you are commenting.
6.6 You should maintain a back-up copy of any User-generated Content that you contribute to the Site. In any event, SEHC will not provide a copy of that User-generated Content to you. Additionally, SEHC is not responsible for User-generated Content that is lost or destroyed for any reason.
6.7 You agree that you will not post or upload to the Site or otherwise make accessible or transmit on or via the Site any User-generated Content or links to content that:
(a) is illegal, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of privacy or publicity rights, hateful (racially, sexually, ethnically or otherwise) or victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability;
(b) solicits from other users any passwords or personal information for commercial or unlawful purposes;
(c) contains software viruses or any other computer code, files or programs designed to or which may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or any other similarly destructive activity;
(d) promotes illegal activity including without limitation the provision of instructions for any illegal activity;
(e) you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under a nondisclosure agreement); or
(f) infringes or contributes to the infringement of any intellectual property, industrial or other proprietary rights, protected or protectable, under the laws of Canada, any foreign country, or any political subdivision of any country, including, without limitation, all copyrights, moral rights (including rights of attribution and rights of integrity), trade-marks, service marks, trade names, logos, brand names and other identifiers, trade secrets of any party.
6.8 SEHC assumes no obligation to update the Content. SEHC reserves the right to change any and all Content at any time without notice. SEHC, its licensors and suppliers are not responsible for any Content other than the SEHC Content.
7. USING CONTENT
7.1 With respect to Content, the person who contributes the Content to the Site is responsible for the Content. Consequently, SEHC does not provide any representations, warranties or guarantees with respect to User-generated Content, its quality or its accuracy. Before using or relying on any User-generated Content, you should take reasonable steps to verify its accuracy, completeness or usefulness: you are using it at your own risk. Additionally, views and opinions expressed in materials forming part of the User-generated Content do not necessarily represent the views or opinions of SEHC.
7.2 The Content is not to be used or relied upon for any diagnostic, treatment or other purposes. The Content does not create a patient-physician relationship between you and SEHC or any other contributor, and the Content is not intended in any way to be a substitute for professional diagnosis, treatment or advice. If you are a health care professional, you should exercise your own professional judgement before deciding to rely on any Content. If you are not a health care professional, the Content of the Site cannot and should not replace the professional judgement of the health care professionals who care for you, your family and the other individuals in your life. Discuss the Content with the health care professionals, and never disregard professional medical advice or delay in seeking it because of something you have read on this Site. If you choose to rely on any of the Content, you do so solely at your own risk.
7.3 Further, SEHC does not recommend or endorse any specific products, services, treatments, procedures, tests, physicians, organizations, opinions or other information that may be described on the Site or any third party website to which you can link from the Site.
7.4 You may not be able to access all of the Content made available on the Site. Some Content is made available to Users only. As well, when a User posts Content to the Site, he or she may further restrict who may view that Content.
7.5 You agree not to link to any page forming part of the Site other than the home page without SEHC’s prior written approval.
8. SCREENING, RESPONSIBILITY FOR CONTENT AND MONITORING
8.1 SEHC may but is not obliged to review any Content. Even if SEHC did so, the review may not be to your satisfaction. You acknowledge this and the consequence that follows from it: Content accessible on or via the Site may include materials that are offensive or otherwise objectionable to you.
8.2 SEHC is not obliged but reserves the right to monitor some, all, or no areas of the Site from time to time: (i) to verify adherence to these Terms of Use or any other rules, codes of conduct or guidelines posted by SEHC; or (ii) as required by law.
8.3 SEHC reserves the right, in its sole discretion, to reject, refuse to post, remove or block access to any Content that is available via or on the Site at any time, without notice and without liability.
8.4 SEHC reserves the right, in its sole discretion, to set limits on the amount of User-generated Content that you may contribute.
9. DISCLAIMER REGARDING THIRD PARTY CONTENT AND LINKED SITES
9.1 SEHC, Users or third parties may provide, links to resources not forming part of the Site. SEHC has no control over such resources. You acknowledge and agree that SEHC is not responsible for the availability of such external resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such resources. You further acknowledge and agree that SEHC will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such resource.
9.2 Your correspondence or business dealings with, or participation in promotions of, advertisers or other third parties accessible on or via the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or other third parties. You agree that SEHC will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or other third parties on the Site. Please note, if you provide any information to a third party (e.g., your contact information or credit card information), such information is collected by the third party and not by SEHC, even if you made a purchase from a third party web site that was linked from or framed within the Site.
10. FEEDBACK
10.1 From time to time, you may choose to ask, make or provide questions, suggestions, ideas, comments, recommendations, feedback, requests or other information relating to the Site (“Feedback”) to SEHC. By providing any Feedback to SEHC, you: (i) agree that the Feedback is not confidential; and (ii) assign all right, title and interest in and to the Feedback to SEHC including all intellectual property rights. SEHC shall be entitled to the unrestricted use and dissemination of any Feedback for any purpose (commercial or otherwise) without any acknowledgment of or compensation to you.
11. WARRANTIES
11.1 THE SITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
11.2 WITHOUT LIMITING SECTION 11.1, SEHC SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS WITH RESPECT TO THE SITE, ANY CONTENT OR OTHERWISE ARISING FROM THESE TERMS OF USE INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, USEFULNESS, OR OTHERWISE OF THE SITE OR CONTENT; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11.3 Without limiting sections 11.1 and 11.2, SEHC does not warrant that the Site or any Content:
(a) will be available at all times;
(b) will operate without errors;
(c) defects or errors in the Content will be corrected;
(d) will be accessible regardless of the hardware or software that you wish to employ to access it;
(e) is absolutely secure, notwithstanding SEHC’s use of commercially reasonable efforts to secure it; or
(f) is free from viruses or other harmful code, notwithstanding SEHC’s use of commercially reasonable efforts to identify and eliminate such code.
11.4 Without limiting sections 11.1 and 11.2, SEHC does not warrant that communications made using any tools available through the Site will be absolutely secure.
11.5 All exclusions of responsibility or liability set out in these Terms of Use are made to the fullest extent permitted by law.
11.6 Some jurisdictions do not allow the exclusion of certain implied warranties or limitations on how long an implied warranty may last. If any jurisdiction having applicability to these Terms of Use does not permit any such exclusion or limitation, SEHC’s total liability to you in connection with any breach of such a warranty will be subject to section 12.
12. LIMITATION OF LIABILITY
12.1 IN NO EVENT WILL SEHC ITS REPRESENTATIVES OR ITS SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THE SITE, ANY CONTENT, ANY USER CONTENT OR THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUES, LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS DATA, EVEN IF SEHC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY YOU OR ANY OTHER PERSON.
12.2 IN NO EVENT WILL SEHC, ITS REPRESENTATIVES OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY PERSON WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE. FURTHERMORE, SEHC EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD-PARTY USER OF THE SITE OR ANY SPONSOR OR ADVERTISER OF THE SITE.
12.3 WITHOUT LIMITING SECTIONS 12.1 or 12.2, THE LIMIT ON THE TOTAL CUMULATIVE LIABILITY OF SEHC (INCLUDING THEIR REPRESENTATIVES AND SUPPLIERS) TO YOU OR ANY PERSON, FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SITE, ANY CONTENT, ANY USER-GENERATED CONTENT OR THESE TERMS OF USE, WILL NOT EXCEED $100.00.
12.4 The limitations in section 12.1, 12.2 and 12.3 will apply regardless of the causes or circumstances giving rise to the claim, even if such claim is based on breach of contract, negligence or other tort, and will survive a fundamental breach or failure of essential purpose of any limited remedy or these Terms of Use.
12.5 Some jurisdictions do not allow the exclusion of incidental, special or consequential damages. If any jurisdiction having applicability to these Terms of Use does not permit any such exclusion or limitation, SEHC’s total liability to you in connection with any incidental, special or consequential damages will be limited by section 12.3.
12.6 You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising from or relating to the Site, any Content, any User-generated Content or these Terms of Use must be filed within one year after such claim or cause of action arises or be permanently barred.
13. INDEMNITY
13.1 You agree to indemnify SEHC (and its representatives and suppliers) and hold them harmless from any and all claims and expenses, including attorney's fees, arising from or relating to: (i) any User-generated Content that you contribute to the Site; (ii) your use or misuse of the Site or any Content; (iii) any person's use of any account or password provided to you relation to the Site, regardless of whether such use is authorized by you; (iv) any breach by you of any of these Terms of Use; and (v) any breach by you of any law or regulation or any rights of any third party.
14. INTELLECTUAL PROPERTY INFRINGEMENT
14.1 It is the policy of SEHC to investigate and respond to claims of intellectual property infringement.
14.2 To the extent that any jurisdiction applicable to these Terms of Use has a notice and take-down scheme like the one set out in the United States' Digital Millennium Copyright Act, upon receipt of any notice alleging infringement that complies with such a scheme, SEHC will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. SEHC may attempt to contact the person who has posted such material in order to give that person an opportunity to respond to the notification, although SEHC makes no promise to do so. Any and all counter notifications submitted by that person will be furnished to the complaining party. In all circumstances, SEHC will give the complaining party an opportunity to seek judicial relief in accordance with any applicable laws before SEHC replaces or restores access to any material as a result of any counter notification.
14.3 Notices of claimed infringement should be directed to:
Saint Elizabeth Health Care
90 Allstate Parkway, Suite 300
Markham, Ontario L3R 6H3
Attention: Privacy Officer
Fax: (905) 940-9934
Email: privacyofficer@saintelizabeth.com
Please put "Notice of Infringement" in the subject line of all such notifications and include in each such notice a reasonably detailed description of the materials alleged to be infringing and the proprietary rights alleged to be infringed.
14.4 Names, phrases, words, titles, logos, icons, graphics, images or designs, used throughout the Site and the Content may be trade names, registered or unregistered trade-marks or services marks (the “Marks”) of SEHC, its subsidiaries, affiliates or licensors, or other entities and individuals. The Marks are protected by Canadian and international trade-mark and other laws. Any use of any of the Marks without the express of the owner of the Mark is strictly prohibited.
15. CHANGES
15.1 SEHC may change these Terms of Use from time to time and at any time. When SEHC changes these Terms of Use, SEHC will:
(a) post the updated version of the Agreement on the Site together with the date on which it was revised; and
(b) on the log-in page for the Site for at least four weeks following any change to the Agreement post a notice that the Agreement has been updated.
As well, SEHC may, but is not obliged to, ask you to actively confirm your consent to the revised Agreement. If SEHC does not do so, but you continue to use the Site after the changes come into effect, you will be deemed to have agreed to abide by the revised Agreement. If you do not agree with the revised Agreement without qualification, do NOT log in, discontinue using the Site and instruct SEHC to disable any password for the Site assigned to you.
15.2 SEHC reserves the right, in its sole discretion, to change or modify the Site from time to time including but not limited adding or removing functionality or features or changing its name. SEHC may change the Site without prior notice to you.
16. VIOLATIONS OF THESE TERMS OF USE
16.1 Should you violate these Terms and Conditions or any other rights of SEHC, SEHC reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, restricting, suspending or terminating your access to all or any part of the Site.
16.2 If you are aware of any violations of these Terms of Use, please report them to:
Saint Elizabeth Health Care
90 Allstate Parkway, Suite 300
Markham, Ontario L3R 6H3
Attention: Webmaster, Care To Know Centre
Fax: (905) 940-9934
Email: sehccommunications@gmail.com
Please put "Notice of Violation" in the subject line of all such notifications and include in each such notice a reasonably detailed description of the alleged violation.
17. TERM AND TERMINATION
17.1 These Terms of Use will continue in effect for as long as you use the Site, unless specifically terminated earlier by SEHC or you. You may terminate your agreement with these Terms and Conditions at any time by instructing SEHC in writing to disable any password for the Site assigned to you and by discontinuing all use of the Site. Your notice should be sent, in writing, to the address set out in section 16.2. In addition to any other termination rights that SEHC may have, SEHC may terminate its agreement with you if: (i) you breach these any provision of these Terms and Conditions or clearly intend to do so; (ii) SEHC is required to do so by law; or (iii) SEHC is no longer making the Site available in the jurisdiction from which you access it.
17.2 Upon the termination or expiration of these Terms of Use, you will stop using the Site and all Content.
17.3 Those sections which by their nature should survive the termination or expiration of these Terms of Use will survive termination or expiration, including but not limited to sections 1.1, 2.5, 5.2, 5.3, 6, 7.1, 7.2, 8.4, 9, 10, 11, 12, 13, 14, 17.2, 17.3 and 18.
18. OTHER
18.1 These Terms of Use constitute the complete and exclusive agreement between you and SEHC with respect to its subject matter, and supersede and replace any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding its subject matter.
18.2 No term of the Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of the Agreement may be waived except in a writing signed by the party waiving enforcement.
18.3 Should any provision of these Terms of Use be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.
18.4 SEHC and you are independent contractors and these Terms of Use will not establish any relationship of partnership, joint venture, employment, franchise or agency between SEHC and you. Neither SEHC nor you will have the power to bind the other or incur obligations on the others behalf without the others prior written consent, except as otherwise expressly provided in these Terms of Use.
18.5 The Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to the conflict of laws provisions. You agree to attorn to the jurisdiction of the courts of the Province of Ontario for the conduct of any legal proceedings under, or related to, the Agreement.
18.6 Except as expressly provided otherwise in the Agreement, SEHC will not be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control.
18.7 SEHC may assign these Terms of Use, in whole or in part, at any time with or without notice to you. You may not resell, assign, sublicense or otherwise transfer your rights or delegate your duties under these Terms of Use, either in whole or in part, without the prior written consent of SEHC.
18.8 Any notice or other significant communication given to you pursuant to these Terms of Use will be in writing, addressed to any email address or address that you provided to SEHC when registering (as updated by you in accordance with section 1.1) and sent to you by email or by a nationally recognized overnight courier as applicable. Any notice or other significant communication given to SEHC pursuant to these Terms of Use will be in writing and sent to SEHC at the address then listed on the Site in the Contact Us section by fax or nationally recognized courier. Notices will be deemed to have been received one Business Days following: (i) email transmission by SEHC to you; (ii) deposit with a globally recognized overnight courier service, all delivery charges pre-paid; or (iii) transmission if sent by facsimile and receipt confirmed by the facsimile machine used.
18.9 The headings used in these Terms of Use are for convenience of reference only and have no legal or contractual significance. No provision of these Terms of Use will be interpreted against any party merely because that party or its legal representative drafted the provision. All remedies are cumulative. Throughout these Terms of Use, the term “including” or the phrases “e.g.,” or “for example” have been used to mean “including, without limitation”.
