Vision Critical Communications Inc. (“Vision Critical”)
Terms & Conditions
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. SUBJECT TO APPLICABLE LAWS, THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Vision Critical provides a place for Users to create, publish, host, and manage content.
You may use the Service only if you can form a binding contract with Vision Critical, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Vision Critical.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable right to use the Service as permitted by the features of the Service. Certain features are only accessible in accordance with what you have ordered from Vision Critical. Vision Critical reserves all rights not expressly granted herein in the Service and the Vision Critical Content (as defined below). Vision Critical may terminate this right to use at any time for any reason or no reason.
Your Vision Critical account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Vision Critical account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity's behalf. By connecting to Vision Critical with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Vision Critical immediately of any breach of security or unauthorized use of your account. Vision Critical will not be liable for any losses caused by any unauthorized use of your account.
You may control your User profile and how you interact with the Service by changing the settings in your Account Profile. By providing Vision Critical your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Account Profile. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Vision Critical servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Service; (x) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xi) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or (xii) uploading, transmitting, or distributing any content that violates the terms of this Agreement.
Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Service to a User's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
We may, without prior notice, (i) change the Service; (ii) stop providing the Service or features of the Service to you or to Users generally; or (iii) create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Vision Critical shall have no liability for your interactions with other Users, for any disputes arising with other Users (including without limitation customers or end users of other applications that may be provided through the Service), or for any User's action or inaction.
Some areas of the Service allow Users to upload, store, publish, or transmit content such as images, video, text content, and other content, data, or information (any such materials a User submits, uploads, posts, displays, or otherwise makes available on the Service, including without limitation through any other applications (if applicable) and known hereinafter as the “User Content”). All User Content posted, shared and hosted on the Service is owned by you. Vision Critical does not claim any ownership rights over User Content. The User Content you create remains yours; however, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement.
You agree not to upload or transmit User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current or (ix) violates any school or other applicable policy, including those related to cheating or ethics. You agree that any User Content that you post does not and will not violate any applicable laws or third-party rights of any kind, including without limitation Intellectual Property Rights (as defined below), rights granted under privacy and defamation laws or any personality rights or rights of publicity. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below.
Vision Critical reserves the right, but is not obligated, to reject and/or remove any User Content for any reason and/or if Vision Critical believes, in its sole discretion, violates the provisions of this Agreement or that could subject Vision Critical to any criminal or civil liability. You understand that publishing User Content on the Service is not a substitute for registering it with the Canadian and U.S. Copyright Offices, the Writer's Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. In connection with your User Content, you affirm, represent and warrant the following:
Vision Critical takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for all User Content and the consequences of posting or publishing it, and you agree that Vision Critical is only acting as a passive conduit for your online distribution and publication of User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree to be held liable for such and that Vision Critical shall not be liable for any damages you allege to incur as a result of User Content.
By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Vision Critical a non-exclusive, royalty-free, sublicensable, transferable, perpetual, irrevocable, worldwide license to use, reproduce, modify, publish, store, list information regarding, edit, translate, distribute, transmit, syndicate, publicly perform, publicly display, analyze, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Vision Critical's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.
Except for User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, visual interfaces, templates, designs, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Vision Critical Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Vision Critical and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Vision Critical Content. Use of the Vision Critical Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Vision Critical under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Vision Critical does not waive any rights to use similar or related ideas previously known to Vision Critical, or developed by its employees, or obtained from sources other than you.
Without limiting any provision of this Agreement, by uploading any brand logo or trademarks to the Vision Critical Service, you hereby grant to Vision Critical a limited, non-exclusive license (except as expressly provided herein) to display and have displayed your branding, logos, and trademarks on the Service. Unless otherwise approved in writing by you, Vision Critical will not remove, obscure, or alter any such marks incorporated within your account on the Service. You fully and solely control the placement of your brand logo or other marks on the Service. Vision Critical acknowledges that all goodwill generated through Vision Critical's use of such brand logos or trademarks will inure to your benefit and Vision Critical hereby assigns and will assign to you any and all goodwill generated through Vision Critical's use of such marks, without any payment or other consideration of any kind to Vision Critical. Notwithstanding the foregoing, Vision Critical and its designees reserve the right, in their sole and absolute discretion, to remove branding, logos, and trademarks that may violate third-party rights.
You are responsible for paying any applicable fees, as we may update them from time to time. Vision Critical may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription.
You may cancel your Vision Critical account at any time; however, there are no refunds for cancellation, except as provided below. In the event that Vision Critical suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else, unless required otherwise by law.
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
Your subscription will be automatically renewed and your credit card account (or other payment method account) will be charged as follows without further authorization from you: (i) every month for monthly subscriptions unless notified in writing at least 10 days prior to the end of the current term; (ii) upon every one year anniversary for annual subscriptions unless notified in writing at least 90 days prior to the end of the current term; (iii) such other periodic rate you have selected from among the options offered by Vision Critical .
For annual subscriptions, you will have thirty (30) days after the date that any renewal fee is posted to your account to give notice that you want to cancel your subscription, and the subscription will be cancelled upon receipt of such notification and a credit will be posted to your account equal to the latest renewal fee charged. For monthly accounts or other accounts with a periodic subscription cycle of less than one (1) year, there are no refunds for cancellations for periodic charges. For monthly subscriptions, you must cancel your subscription within at least five (5) business days prior to the first day of the next calendar month to avoid being charged the renewal fee for such month. For all other subscriptions, you must cancel your subscription within at least five business days prior to the first day of the next subscription period to avoid being charged the renewal fee for such subscription period.
Vision Critical cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. All payments through the Service are processed using a third-party payment processor. You acknowledge that Vision Critical is not liable for any breaches of credit card or debit card security or privacy.
Vision Critical respects artist and content owner rights. As such, Vision Critical will respond to alleged infringement notices to ensure that any User Content complies with applicable law.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Vision Critical's copyright agent as set forth below. You must provide the following information in writing:
The above information must be submitted to the following IP Complaint Agent:
Attn: IP Complaint Agent – Vision Critical Communications Inc.
Address: 200 Granville Street, Mezzanine Floor, Vancouver BC V6C 1S4
Email: [email protected]
IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL OR OTHER CIVIAL PENALTIES, INCLUDING LEGAL FEES, UNDER APPLICABLE LAW.
Please note that this procedure is exclusively for notifying Vision Critical and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Vision Critical's policy in dealing with alleged infringement claims, but do not constitute legal advice. We advise you to consult with your legal advisor to know what your rights and obligations are under applicable laws.
Vision Critical may also terminate access to the Service by Users who are deemed to be repeat infringers. Vision Critical may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who are believed to infringe any intellectual property rights of others.
You agree to defend, indemnify and hold harmless Vision Critical and its subsidiaries, agents, licensors, managers, and each of their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any User Content and/or other data/content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your infringement, misappropriation or violation of any third-party right, including without limitation Intellectual Property Rights, rights of privacy, publicity or protection of reputation (defamation); (iv) any violation of any applicable law, rule or regulation by you, by any application created by you or on behalf of you or via your account, or by the distribution, use of, or access to any such application; (v) your failure to publish or make available any required agreements or policies, including without limitation privacy policies, in connection with your use of the Service or any application created by you or any application that is created via your account; or (vi) any other party's access or use of the Service with your unique username, password or other appropriate security code.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VISION CRITICAL OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, VISION CRITICAL, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
VISION CRITICAL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE VISION CRITICAL SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND VISION CRITICAL WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VISION CRITICAL, ITS AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL VISION CRITICAL BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VISION CRITICAL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VI) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL VISION CRITICAL, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO VISION CRITICAL HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LAST CAUSE OF ACTION AROSE OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF VISION CRITICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY DEPENDING ON JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Service is controlled and operated from facilities in Canada. Vision Critical makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable (international and local) laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by Canada, or are a foreign person or entity blocked or denied by the Canadian government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in Canada.
You agree that: (i) the Service shall be deemed solely based in Ontario, Canada; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Vision Critical, either specific or general, in jurisdictions other than Ontario, Canada. This Agreement shall be governed by the internal substantive laws of the Province of Ontario, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You irrevocably agree to submit and attorn to the personal jurisdiction of the federal and provincial courts located in Toronto, Ontario for any and all actions hereunder (including, without limitation, any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights), as set forth in the Arbitration provision below.
For any dispute with Vision Critical, you agree to first contact us at [email protected] and attempt to resolve the dispute with us in good faith. In the event that Vision Critical and you cannot come to a resolution, then both parties agree, to the greatest extent permitted by applicable laws, to resolve any claim, dispute, or controversy (excluding any Vision Critical claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), , will be submitted to the International Institute for Conflict Prevention and Resolution (“CPR”) , and will be finally resolved by confidential arbitration (“Arbitration”). The Arbitration will be: (a) conducted and resolved in accordance with and pursuant to the Fast Track Rules of CPR in effect on the date of this Agreement; (b) conducted by a single arbitrator (“Arbitrator”); and (c) conducted entirely in the English language in Toronto, Ontario, which will be the legal seat of the Arbitration. The Arbitrator will have full authority to grant interim, interlocutory, and equitable relief, including remedies having the same effect as injunctions and declarations and the Arbitrators decision will be final and binding. All interim, interlocutory, and final decisions of the Arbitrator may be entered and enforced in the courts of the relevant jurisdictions pursuant to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, and the parties waive all defenses and objections to such enforcement. Regardless of the foregoing, either party may seek interim and interlocutory relief in a court of competent jurisdiction. Each party will be responsible for its own costs unless otherwise awarded by the Arbitrator. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAWS, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND VISION CRITICAL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAWS.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Vision Critical without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
This Agreement, together with any amendments and any additional agreements you may enter into with Vision Critical in connection with the Service, shall constitute the entire agreement between you and Vision Critical concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Vision Critical's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
This Agreement was last modified on March 19, 2018.