Terms of Service Policy
VERSION 2.0 | LAST REVISED ON: MARCH 13, 2019
This Terms of Service Agreement (the “Agreement”) governs the websites, mobile applications (“Applications”) and related services (collectively, the “Services”) offered or provided by Defind, Inc. (“Defind”, “us”, “our”, and “we”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted in the Services in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.
This Agreement set forth the legally binding terms for your use of the Services whether you are simply a “Visitor” (which means you are just browsing the Services) or an “Authorized User”, which means you have registered to use them. Collectively, Visitors and Authorized Users are referred to as “Users” or individually as a “User” or “you”. BY ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THE AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SERVICES.
Account Creation. In order to become an Authorized User and use certain Services, for example, to claim or create a firm profile or upload a project you must: (i) register for an account with Defind (an “Defind Account”) and provide certain information about yourself or your organization as prompted by the registration form and / or (ii) connect to the Services through a social networking site (an “SNS”) in which case we will access registration information that you authorize from the SNS. You represent and warrant that all required registration information you submit is truthful and accurate and you will maintain the accuracy of such information. Certain elements of the Service may not be accessible to all users, and an Defind Account may require further authorization by Defind before you are granted such access, which may or may not be granted in Defind’s sole discretion, and may be revoked or modified at any time by Defind. You may delete your Defind Account at any time, for any reason, by emailing email@example.com. Upon termination, we will remove your Content (as defined below) in accordance with Section 3(f). You acknowledge that you have no ownership or other property interest in your Defind Account and that all rights in and to your Defind Account are owned by and inure to the benefit of Defind. Defind may suspend or terminate your Defind Account in accordance with Section 12.
Access through a SNS. If you access the Services through an SNS, you may link your Defind Account with your account on the SNS by allowing us to access your SNS account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS YOU USE TO ACCESS YOUR ARCHITIZER ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH THE SNS.
Account Credentials and Responsibilities. As part of the registration process you will be required to provide an email address and select a password (collectively “Credentials”), which you may not share with any third parties. If someone accesses the Services using your Credentials, we will rely on those Credentials and will assume that it is really you or your representative who is accessing the Services. You are solely responsible for any and all use of your Credentials and all activities that occur in connection with your Credentials. We reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your Credentials, including terminating your access, changing your password, or requesting additional information to authorize activities related to your Credentials. You agree to immediately notify Defind of any real or suspected unauthorized use. Defind cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Licenses; Our Technology; Restrictions On Use
Right to Use Services. Defind grants you a non-transferable, non-exclusive, right to access and use the Services for your personal and professional use, subject at all times to the terms of this Agreement and any further agreements relating to Service features, including the restrictions on use, the acceptable use provisions and the our right to remove your Content (as defined below) or suspend access to, limit access of or terminate your Defind Account at our discretion at any time.
License to Use Application. Defind grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services made available through the Application and to download, install and use a copy of the Application on a single mobile device or computer that you own or control solely for your personal and professional use, subject at all times to the terms of this Agreement and any further agreements relating to Service features, including the restrictions on use, the acceptable use provisions and the our right to remove your Content (as defined below) at our discretion at any time. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Use of the Application is also subject to the provisions of Section 6(b).
Our Technology and Content. You agree that the software, code, proprietary methods and systems used to provide the Services (“our Technology”) and the materials, information and content made available or displayed by us on or through the Services, including all text, graphics, images and the look and feel (collectively “our Content”) are: (i) copyrighted by us, our licensors and/or other licensors under Canada and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Except for the limited licenses provided herein, we reserve all right, title and interest in our Content, Marks and Technology. User Restrictions on Intellectual Property. The rights and licenses granted to you in this Agreement are subject to the following: except as permitted herein, you will not (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise exploit the Services except as expressly authorized in this Agreement, (ii) modify, disassemble, decompile, or reverse engineer any part of the Services; (iii) access the Services in order to build a similar or competitive website, application or service; (iv) copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Services; and (v) remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services will be subject to this Agreement.
Feedback. Any comments, suggestions, or feedback relating to or provided through the Services (collectively “Feedback”) to Defind shall become the property of Defind or its designee. Defind will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including without limitation, product, Site or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future Services or operations. Without limitation, Defind will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback. You acknowledge that you are responsible for whatever material you submit, and you, not Defind, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
At the core of the Services are the architectural projects that make Defind the largest online platform for architecture and design projects made available by designers themselves. In addition, through our products section of the Services, we provide clients the opportunity to upload images and information about their projects so that architects can continue designing structures and spaces worthy of being a Defind project. This section of the terms addresses your responsibilities for any User Content you make available through the Services.
Definition. When we say “User Content” we mean any and all information and content that a User submits to, or uses with, the Services, including but not limited to text, photographs, drawings, images, communications with others on the Service, videos, and anything else you post to, transmit through or make available on the Service. To make this a little friendlier, we’ll refer to the User Content you upload as your Content. You may upload your Content in any number of contexts within the Services, including within your personal profile, firm profile, and brand pages.
You are Responsible for Your Content. First, we’d like to say thank you for participating in the Defind community and uploading content into the Services. The foundation of Defind’s services is members of the Defind community uploading projects and giving other Users within the community inspiration. Second, we say, and you agree, that you are solely responsible for your Content and assume all risks associated with use of your Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Content that makes you or any third party personally identifiable. Specifically, you represent that the information in your make available through the Services, including profiles, projects, communications, product offerings, advertisements, brand pages within the catalog and in pages that associate projects with products are true, accurate and complete. Defind makes no guarantee regarding the accuracy, currency, suitability or quality of any User Content, and we assume no responsibility for any User Content. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content is fraudulent, untruthful, or violates the Acceptable Use Policy or applicable law.
Disclaimer. You understand and agree that Defind has no obligation to perform background searches or investigations on its users, and Defind may not screen, approve, endorse, limit or select who can post information on the Service. Although Defind may review, edit, remove or modify information from or on the Service, it does not control the sources of this information, and does not guarantee the accuracy, suitability, completeness, currency, quality, adequacy or applicability of any User Content or other information supplied or communicated by third parties. YOU AGREE THAT DEFIND SHALL NOT BE RESPONSIBLE FOR ANY SUCH INFORMATION. YOUR RELIANCE ON ANY SUCH INFORMATION AND CONTENT IS AT YOUR OWN RISK.
Warranty. You represent and warrant: (i) that you own your Content or are authorized by the Content owner to post your Content and grant Defind the licenses granted in Section 3(c) above, (ii) your Content will not violate the Acceptable Use Policy, (iii) that you will not use your Content to engage in deceptive or unfair trade practices or (iv) otherwise engage in illegal activity. We are under no obligation to pre-screen your Content or the Content of any other User.
Storage. You may be able to store your Content in many areas within the Services including in your profiles, projects, brand pages, and sourcebooks. We provide these storage capabilities as a convenience to you. You represent and warrant that that Services are not the single repository for your Content and acknowledge that you, and not Defind, are responsible for ensuring the Content is backed up. Defind has no responsibility or liability for the deletion, backup or loss of any of your Content. You agree that Defind retains the right to create reasonable limits on Defind’s use and storage of your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by us in our sole discretion.
Acceptable Use Policy
We believe that you should do unto others as you would have others do unto you and with that in mind, we’ve established this Acceptable Use Policy. Please respect it. We say “please” to be polite (and to do unto others . . . ), but please means that you must comply with these policies as compliance is critical to keeping the Defind community a community. Accordingly, you agree not to:
- harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their and our consent;
- interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks;
- attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means;
- harass or interfere with another user’s use and enjoyment of the Services;
- introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
- harass, defame, libel, defraud, threaten, infringe the privacy of, or tortuously injure the Service’s users and customers;
- upload, transmit, display or distribute any offensive, discriminatory, obscene, vulgar, patently offensive, harmful or pornographic content, or any content that is otherwise objectionable;
- infringe on our Intellectual Property Rights (“IP Rights”) or the IP Rights of third parties, which may encompass copyright, patent, trademark, trade secret, or other proprietary rights;
- interfere with our ability to provide Services to our users and subscribers;
- upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- systematically retrieve data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;
- use, display, mirror or frame the Services, or any individual element within the Services, including our arks or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent, and use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Services or that is in transit from or to the Services, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Services.
Interactions With Other Users
Other Users. We are building a community and it seems natural to us that as a member of our community you will have interactions with other members who you may first encounter through the Services. While we encourage interaction, we make clear that you are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, we reserve the right, but have no obligation, to intercede in such disputes. You agree that Defind will not be responsible for any liability incurred as the result of such interactions. You understand that WE DO NOT INQUIRE into the backgrounds of OUR registered users or attempt to verify the statements of OUR registered users. WE MAKE no representations or warranties as to the conduct of registered users. A USER’S APPEARANCE WITHIN THE SERVICES (e.g., within the firm profile or listing a product in the catalog) DOES NOT CONSTITUTE AN ENDORSEMENT OF SUCH USER BY DEFIND AND NO ENDORSEMENT SHOULD BE DEEMED, IMPLIED OR INFERRED.
A Word About the Marketplace and Projects. As part of the Services, architects and design professionals create and make available information about themselves, their firms, their services and projects. While we reserve the right to fact-check any statement and to remove any Content, as a general rule we do not fact check and we rely on the community for providing accurate information. We repeat that we are not responsible for any inaccurate information on the Services. We acknowledge, and indeed expect, that the Services will facilitate the sale of services and products between Users. We are not, however, responsible for any such transaction, nor should we be deemed, implied or inferred to be a party to any such transaction, even if we have received remuneration in connection with the transaction.
Third-Party Websites & Ads. The Services, both inside and outside our catalog and the products section of the Services, may contain links to third-party websites (“Third-Party Websites”), promotions and advertisements for third parties (collectively, “Third-Party Websites & Ads”). When you click on a link to a Third-Party Website or Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. The Third-Party Websites are not under the control of Defind. Defind is not responsible for any Third-Party Websites & Ads. We provide these Third-Party Websites & Ads only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Services, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
App Store. When you download our Applications, you will do so through Apple Corporation’s App Store, another third party. You acknowledge that this Agreement is between you and us and not the App Store. As between the App Store and us, we, not the App Store, are solely responsible for the Services, including the Application, the content, maintenance, support services, and warranty, and addressing any claims relating (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce them. The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):
- You acknowledge and agree that (A) the Terms are concluded between you and Defind only, and not Apple, and (ii) as between Defind and Apple, Defind, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Defind and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Defind.
- You and we acknowledge that, as between Defind and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Defind and Apple, Defind, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
- You and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
- Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
Payment of Fees
In association with or through the Services, you may be able to purchase certain goods or services, such as viewing the project listings and placing an employment advertisement in the professional tab of the Services. If you make such a purchase, you agree to pay the then-current applicable fee listed in the Services and agreed to at checkout. We may change the pricing from time to time in our sole discretion by updating the listed price in the Services and without any additional notice to you. We may invoice you for the applicable fees or we ask a third party (“Payment Provider”) to process charge card payments on our behalf. You must provide our Payment Provider with a valid credit card (Visa, MasterCard or any other issuer accepted by us) as a condition to such transactions. The Payment Provider’s policies govern the processing of your payment, and you must refer to those policies and not this Agreement to determine your rights and liabilities. By providing your credit card number and associated payment information through the Services, you authorize us through our Payment Provider to immediately invoice you for all fees and charges due and payable to us hereunder, and you agree that no additional notice or consent is required. We reserve the right at any time to change our payment terms, either immediately upon posting on the Services, by email delivery to you or any other reasonable method of communication.
You agree to indemnify and hold Defind (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand due to or arising out of (a) your use of the Services, (b) your Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation n Liability
IN NO EVENT WILL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY DIRECT INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT THAT THE LIABILITY DISCLAIMER IS NOT ENFORCED, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) ONE HUNDRED US DOLLARS ($100) OR (B) AMOUNTS YOU’VE PAID DEFIND UNDER THIS AGREEMENT IN THE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE DAY THE CLAIM AROSE (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users or Third Party Sites & Advertisements.
Term And Termination
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend, limit and/or revise your rights to use the Services (including your Defind Account and permissions previously granted to your Defind Account) or (b) terminate this Agreement, at any time for any reason or no reason at all, at our sole discretion, including but not limited to any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Defind Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Defind Account may involve deletion of your Content associated from our live databases. Defind will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Defind Account or deletion of your Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2(c) through 2(e) and 3 – 17.
We respect the intellectual property of others and ask that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Defind is:
You may request a refund within 2 business days of your transaction by sending an email to firstname.lastname@example.org. You can expect your refund within 5 business days. We will notify you via email once your refund is processed. We would also appreciate additional feedback to order to improve our Services to our customers. Purchases are non-refundable after the refund window identified above.
Disputes And Miscellaneous.
This Agreement shall be construed under and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to any conflict of law rules. If a dispute arises between the parties in relation to this Agreement, or out of this Agreement, the parties agree to participate in good faith negotiations to promptly resolve the dispute.
If the dispute remains unresolved after a period of 30 days after the start of negotiations, either party may submit any outstanding issues in dispute to arbitration under the Commercial Arbitration Act, R.S.B.C. 1996. The parties agree that the decision of the arbitrator will be final and binding and will not be subject to appeal on a question of fact, law or mixed fact and law.
For any disputes that require injunctive relief, User and Defind agree to submit such disputes to the exclusive jurisdiction of the Provincial or Federal courts located in the Province of British Columbia. If applicable, the parties expressly waive trails conducted by a jury.
If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect, and in no way shall be affected, impaired or invalidated.
This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
This Agreement, if applicable, is the complete contract between the parties and supersedes any prior agreement whether written or oral, and its terms shall not be varied, supplemented, qualified, or interpreted by any prior course of dealing between the User and Defind.
Any subsequent agreement which modifies any part of this Agreement must be in writing and signed by both parties. Upon any termination or expiry of this Agreement, provisions relating to Definds intellectual property rights, confidentiality, indemnities, limitations of liability, jurisdiction and forum clauses, and any other provisions which, by their nature, are intended to survive, shall survive any such termination or expiry.