TERMS OF SERVICE
These Terms of Service (these “Terms” or the “Agreement”) describe Windsor-Essex Community Housing Corporation’s (“CHC”) terms of service with respect to persons or entities who access the weliving.ca website (collectively, the “Site”), including, without limitation, renters and potential renters (collectively, with all persons or entities who access the Site, “Users,” “you,” or “your”).
IMPORTANT – PLEASE READ CAREFULLY. THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND CHC. THIS AGREEMENT ALONG WITH ANY OTHER TERMS THAT MAY BE POSTED ON THE SITE ARE SET FORTH THE COMPLETE TERMS AND CONDITIONS UNDER WHICH YOU MAY ACCESS AND USE THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE.
1. Your acceptance
CHC is pleased to provide the Site conditioned upon your acceptance, and CHC hopes that you will find the Site informative and useful. BY USING THE SITE, YOU EXPRESSLY ACCEPT AND CONSENT TO THESE TERMS WITHOUT QUALIFICATION. CHC MAY AMEND THESE TERMS FROM TIME TO TIME. SHOULD THESE TERMS BE MODIFIED IN ANY WAY, THE NEW TERMS WILL BE POSTED TO THE SITE. BY USING THE SITE AFTER THE EFFECTIVE DATE OF ANY MODIFICATION TO THESE TERMS, YOU EXPRESSLY CONSENT, WITHOUT QUALIFICATION, TO THE MODIFIED TERMS.
2. access to and use of the site
2.1 CHC provides you with certain information and functionality through the Site. You are solely responsible for providing all equipment necessary to establish a connection to the Internet, access to the Internet, and any telephone, wireless or other connection and service fees associated with such access.
2.2 CHC has the right, but not the obligation, to take any of the following actions without providing any prior notice to you: (a) change or terminate all or any part of the Site; (b) restrict or terminate your access to all or any part of the Site; or (c) refuse, move, or remove any content that is available on the Site and any material that you submit to the Site.
2.3 Subject to your compliance with these Terms, CHC hereby grants you permission to access and use the Site, provided that you shall not (and shall not allow any third party to): (a) engage in commercial use of the Site or any content on the Site; (b) reproduce, copy, display, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, create derivative works, or otherwise use any portion of the content offered on the Site for other than your own personal, non-commercial use; (c) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or in or on any content or other material obtained via the Site; (d) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Site, including, but not limited to, for purposes of constructing or populating a searchable database of business or property reviews; (e) collect or harvest any information about other Users or members (including usernames and/or email addresses) for any purpose; (f) reformat or frame any portion of the web pages that are part of the Site; (g) create User accounts by automated means or under false, misleading or fraudulent pretenses; (h) create or transmit unwanted electronic communications such as “spam” to other Users or members of the Site or otherwise interfere with other Users’ or members’ enjoyment of the Site; (i) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (j) use the Site or the Yardi Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene; (k) copy or modify the HTML code used to generate web pages on the Site; (l) use any device, software or procedure that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site; (m) take any action that imposes, or may impose in CHC’s sole discretion, an unreasonable or disproportionately large load on CHC’s IT infrastructure; (n) modify, adapt, translate, or reverse engineer any portion of the Site; or (o) use the Site, intentionally or unintentionally, to violate any applicable laws or regulations.
3. Additional requirements
Certain aspects of the Site may be subject to additional requirements, guidelines, other technical and non-technical specifications, or other rules or policies in addition to those set forth in these Terms (the “Additional Requirements”). In the event of a conflict between the Additional Requirements and these Terms, the Additional Requirements shall take precedence.
CHC may modify or update these Terms from time to time, in its sole discretion, and reserve the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, the Site or any part thereof, or any Site features, with or without notice and without liability to you. You agree that CHC has no responsibility or liability for the failure of the Site and the deletion of other content maintained or transmitted by the Site. You further agree that CHC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site. Modifications to these Terms will be posted on the relevant area of the Site and will be effective immediately upon posting. You can review the most current version of the Terms at any time by clicking on the “Terms of Service” link located on webpages throughout the Site. You agree to review the Terms from time to time to ensure you are updated as to any modifications. By continuing to use the Site following any such modification, you accept and agree to be bound by such modifications. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE SITE.
5. Account registration and use
In order to use certain features of the Site, you will have to register and create a password-protected account and/or submit personal information, materials or documents (collectively, the “Information”) using the RENTCafe technology platform (the “Yardi Services”), which is owned and operated by Yardi Systems, Inc. (collectively, with its subsidiaries and affiliates, “Yardi”).
Yardi Services are governed by the Terms of Service of RENTCafe which are available at: https://resources.yardi.com/legal/rentcafe-terms-of-service/.
Section 8.1 of these Terms specifically applies to your use of the Yardi Services.
5.1 Your Account. You agree to: (a) provide true, accurate, current, and complete Information as prompted by the registration form; and (b) maintain and update such Information to keep it true, accurate, current, and complete at all times. CHC reserves the right to delete or cause Yardi to delete Your Account and refuse any and all current or future use of the Site (or any portion thereof) without notice if you are found to have misrepresented your age, identity, or any other Information submitted in connection with Your Account, or if CHC and/or Yardi has reasonable grounds to suspect that such Information is untrue, inaccurate, incomplete or not current. You are responsible for maintaining the confidentiality of your password, your email address and Your Account, and are fully responsible for all activities that occur under your password and Your Account. You agree and acknowledge that you will not allow others to utilize Your Account and that you will not disclose your password to anyone. You will be solely responsible for safeguarding your password and for any actions under Your Account, whether authorized by you or not. If you lose control of your password, you may lose substantial control of your Information and could potentially be subject to legally binding actions taken on your behalf. You further agree not to use anyone else’s password on the Site or attempt to gain access to the Site account of any other User. CHC CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.
5.2 Privacy and your Information. By submitting Information to the Site, you hereby consent to Yardi and/or CHC’s use and sharing of your Information in accordance with the privacy provisions of the Municipal Freedom of Information and Protection of Privacy Act (the “Act”).
CHCis committed to protecting the privacy of any Information you may provide when visiting the Site, and/or using the Yardi Services to the extent of Information provided by Yardi to CHC.
The following is an overview of CHC’s Site practices:
A. Personal Information: Only those who are required Information for the purposes of the Site’s or Yardi Service’s functions will have access to the Information provided.
CHC does not intend to use any Information provided by Users for any purpose that is inconsistent with the purpose for which the Information was provided. A User will not receive correspondence or e-mails from CHC on any subject other than those subjects the User has given CHC permission to contact them about.
B. Logging Practices: CHC logs HTTP requests to the CHC web server. These logs record the IP address of Users. An IP address is the number automatically assigned to the computer or to the Internet Service Provider requesting a URL. Log files are archived and used for systems analysis, maintenance, and site evaluation.
Unless you specifically advise CHC, CHC will not know who you are, even though the Site may assign your computer a Cookie. Cookies cannot, by themselves, disclose the individual identity of any User, and CHC never combines a Cookie with personally identifiable information, such as your name, telephone number, or your e-mail address.
5.3 Renter Screening. As part of using the Yardi Services, Users may be permitted to submit Information through the Site for the purpose of conducting a User background check or screening (a “Screening”) on behalf of CHC or a third party sublandlord pursuant to a head lease with CHC (a “Sublandlord”). Information that you submit through the Site to the extent provided to CHC or a third party sublandlord for the purpose of such Screening shall be treated in accordance with Section 5.2 hereof. Your submission of the Information requested for a Screening shall constitute your consent to the Screening process. Screenings also may be governed by other additional requirements as may be disclosed to you by Yardi in connection with the Screening. You acknowledge that you will address any issues or concerns with any Screenings, including the results of any Screenings, by contacting CHC, or as otherwise permitted under the additional requirements applicable to the Screening or as otherwise required by law. CHC shall not become involved in Screening related issues except where the issue is solely attributable to a malfunction or error occurring on the Site, or as otherwise provided in the additional requirements or as otherwise required by law.
5.4 Payments. You acknowledge that you will address any discrepancies, issues, or concerns with any payments you submit through the Site including rental deposits, rental payments, or any other services or transactions by contacting CHC. You acknowledge these fees are subject to change. Application fees are non-refundable, even if an application is denied, except to the extent otherwise required by applicable law. You must comply with all such terms in relation to such payments by you.
By providing your card or bank information, you are representing that you are authorized to use this card or bank account for payments for rental deposits, rental payments, or any other services or transactions. If you are making a one-time payment, your card or bank information will not be stored after completion of the transaction, but any other personal information provided in connection with the transaction will be stored. If you are enrolling in recurring payments, you authorize Yardi to store your card or bank information to process your recurring payments. You are responsible for keeping your card or bank information up to date. If your card or bank information changes, you agree to promptly update your information. Yardi will continue to store your card or bank information until you delete your information, or you cancel recurring payments.
5.5 Electronic Signatures. If you choose to use the electronic signature execution functionality of the Yardi Services, you understand, acknowledge and agree that you have carefully reviewed the disclosure relating to use of your electronic signature to execute documents and will not execute such documents with your electronic signature without providing your consent to use your electronic signature. You agree that you will rely on your own legal counsel to determine the sufficiency of the electronic signature execution of the documents and their enforceability and that CHC makes no warranty or other representation with respect to the sufficiency of the electronic signature execution of the documents under applicable laws and regulations.
6. CHC’s Rights
You acknowledge that CHC has the right to investigate and prosecute violations of these Terms, including intellectual property, publicity and privacy rights infringement and Site security issues, to the fullest extent of the law. CHC may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. You acknowledge CHC has no obligation to monitor your access to or use of the Site but has the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
7. Site content generally
It is solely your responsibility to evaluate the accuracy, completeness, and usefulness of all opinions, advice, statements, representations, services, and other information provided through the Site and/or the Yardi Services. CHC does not endorse or represent the reliability, accuracy or quality of any information, goods, services or products displayed or advertised on the Site. CHC makes no representations or warranties, express or implied, with respect to the information provided on this Site.
8. third party links, products and services
8.1 Third Party Websites and Services. The Site will contain links or voice accessibility to third-party websites or resources including, but not limited to, the Yardi Services. Access to such third-party websites, services or resources are included solely for the convenience of Users, and do not constitute any endorsement or approval by CHC of the third parties, anyone sponsoring these sites or their products or services, or the products or services themselves. CHC makes no representations or warranties, express or implied, with respect to the information provided on any third-party website or service which may be accessed from the Site, including any representations or warranties as to accuracy or completeness. Because CHC has no control over third-party websites, resources, products or services, you acknowledge and agree that CHC is not responsible or liable for, and does not endorse, the availability, accuracy, completeness or authenticity of information available through such websites, resources, products or services, your use or your exchange of any information with such websites or services, or the content, statements, representations, advertising, products, properties, services or other materials available on such third-party sites. You acknowledge and agree that CHC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused in connection with your use or reliance on any such content, information, goods, or services available on or through any such site or resource. If you decide to access any such third-party websites, products, resources or services, or to transact with any such third-party for their products, properties or services, you do so entirely at your own risk. By leaving the Site, you may be subject to the terms and conditions and the privacy policies or other terms and conditions of such third-party websites.
8.2 Google® Maps. The Yardi Services utilizes Google Maps and related content licensed to Yardi by Google and its licensors. By using the Google Maps features available on the Site, you are agreeing to be bound by the applicable Google Terms of Service.
You acknowledge and agree that the Site uses and contains intellectual property, and proprietary and confidential technology owned by or licensed to CHC, including without limitation, information, data, text, music, sound, photographs, graphics, video, messages, tags, or other materials owned by or licensed to CHC, and protected by applicable laws and regulations (“CHC IP”). All rights reserved. You agree not to reproduce, copy, display, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, create derivative works, or otherwise use or exploit for any commercial purposes any or all of the CHC IP, the Site or access to the Site in any way without the prior written permission of CHC. You must abide by all copyright notices, information, or restrictions contained in or attached to any CHC IP. All trademarks are the property of their respective owners.
You agree to indemnify, defend and hold CHC and its respective officers, directors, employees, shareholders, successors, agents, affiliates, and subsidiaries (collectively the “Indemnified Parties”) harmless from and against any claims, liabilities, losses, costs, damages or expenses including reasonable attorneys’ fees and costs, directly or indirectly, arising out of or in any way relating to: (a) your negligence or misconduct; (b) your information contributed to or submitted through the Site or the Yardi Services, including without limitation Information associated with Your Account; (c) your conduct, including your use of the Site or the Yardi Services; (d) your connection to the Site or the Yardi Services; (e) any violation or breach of these Terms; (f) any violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of your use of the Site or the Yardi Services; or (g) your use of the electronic signature lease execution functionality of the Site or the Yardi Services, including without limitation, the sufficiency of an electronic signature or the enforceability of an electronically signed lease (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Indemnified Parties. CHC shall have the right, in its sole discretion, to select its own legal counsel to defend itself from any Claims (but by doing so shall not excuse your indemnity obligations) and you shall be solely responsible for the payment of all of CHC’s reasonable attorneys’ fees incurred in connection therewith. You shall notify CHC immediately if you become aware of any actual or potential claims, suits, actions, allegations or charges that could affect yours or CHC’s ability to fully perform their respective duties or to exercise its rights under these Terms. You shall not, without the prior written approval of CHC, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for CHC.
11. disclaimer of warranties
YOU EXPRESSLY UNDERSTAND AND AGREE:
11.1 YOUR USE OF THE SITE AND/OR THE YARDI SERVICES IS AT YOUR SOLE RISK. THE SITE AND ALL OTHER MATERIALS, INFORMATION, PRODUCTS, AND SERVICES INCLUDED THEREIN (INCLUDING, BUT NOT LIMITED TO, THE YARDI SERVICES), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. WITH RESPECT TO THE SITE AND INFORMATION AND MATERIAL IN THE SITE, CHC EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE.
11.2 CHC MAKES NO REPRESENTATION OR WARRANTY: (A) REGARDING THE SECURITY, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS AND PERFORMANCE OF THE SITE AND/OR THE YARDI SERVICES; (B) REGARDING THE SERVICES, ADVICE, INFORMATION OR LINKS OBTAINED THROUGH THE SITE; (C) THAT THE SITE AND/OR THE YARDI SERVICES, OR ANY INFORMATION AND MATERIALS THEREIN, WILL MEET YOUR REQUIREMENTS; (D) THAT THE SITE AND/OR THE SERVICES, OR ANY FUNCTIONS CONTAINED IN THE SITE AND/OR THE SERVICES, WILL BE ERROR-FREE, SECURE, TIMELY, OR UNINTERRUPTED; (E) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE AND/OR THE YARDI SERVICES OR INFORMATION AND MATERIALS THEREIN WILL BE ACCURATE, RELIABLE, OR AVAILABLE, (F) THAT ANY ERRORS IN THE SITE AND/OR THE YARDI SERVICES OR INFORMATION OR MATERIALS THEREIN WILL BE CORRECTED; OR (G) THAT THE SITE AND/OR YARDI SERVICES AND ITS CONTENTS AND SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF ANY VIRUSES OR OTHER HARMFUL COMPONENTS.
11.3 ANY MATERIAL, INFORMATION, PRODUCTS OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE AND/OR YARDI SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
11.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHC OR FROM YOUR USE OF THE SITE AND/OR YARDI SERVICES, SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN REPRESENTATIONS OR WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12. limitation of liability
12.1 CHC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, SUCCESSORS, AGENTS, AFFILIATES, SUBSIDIARIES AND RELEVANT THIRD PARTIES INCLUDING SERVICE PROVIDERS, LICENSORS, LICENSEES, CONSULTANTS AND CONTRACTORS (COLLECTIVELY THE “PARTIES”) WILL NOT BE LIABLE FOR:
ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR ACCESS AND USE OF OR INABILITY TO ACCESS OR USE THE SITE AND/OR ANY YARDI SERVICES, ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE INDEMNIFIED PARTIES, OR ANY OF THEM, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
THE CONTENTS OF ANY COMMUNICATION, MESSAGE, OR INFORMATION POSTED BY YOU OR OTHER THIRD PARTIES;
THE CONTENT, SERVICES OR INFORMATION PROVIDED BY ANY WEBSITE PURPORTING TO BE OPERATED BY CHC OR THEIR AFFILIATES, BUT NOT ACTUALLY AFFILIATED WITH, CONTROLLED, OWNED, OR OPERATED BY CHC;
THE CONTENT OF ANY WEBSITE NOT CONTROLLED, OWNED, OR OPERATED BY CHC THAT IS ACCESSED FROM OR LINKED TO THIS SITE; AND/OR
ANY DAMAGES OR INJURY CAUSED BY, INCLUDING BUT NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE.
12.2 You acknowledge that the limitations set forth above are an essential basis of the bargain and of the allocation of risks between the parties. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. If you are dissatisfied with any portion of the Site, or with any of these Terms, your sole and exclusive remedy is to discontinue use of the Site.
CHC does not assume responsibility to you or others for any failure by CHC to enforce the provisions contained in the Terms.
You agree that CHC, in its sole discretion and with or without notice, may terminate your use of the Site or any part thereof (including, but not limited to, the Yardi Services), for any reason, including without limitation, for lack of use by you or if CHC believes that you have violated or acted inconsistently with the letter or spirit of the Terms. CHC may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, or nay or all of the Yardi Services with or without notice. You agree that any termination of your access to the Site under any provision of the Terms may be effected without prior notice, and acknowledge and agree that CHC may immediately bar any further access to the Site. Further, you agree that CHC shall not be liable to you or any third party for any termination of your access to the Site.
15. interactive areas
15.1 Use of Interactive Areas. On the Site, CHC may provide areas that allow for User interaction, including bulletin boards, chat areas, forums, blogs, instant messaging, frequently asked questions, or other message and communications features (the “Interactive Areas”) for posting User feedback, comments, messages or other input (“Comments”). You acknowledge that all Interactive Areas are public and not private and that any content, including Information, that you post to an Interactive Area may be read by others and that CHC has no obligation to protect such Information. CHC recommends that you do not post or otherwise disseminate any personally identifiable information in the Interactive Area. Additionally, you agree to post only Comments that are proper, lawful, and related to the particular discussion or the Interactive Area itself. Without limitation, you may not post Comments or engage in any other activity on the Site that:
defames, threatens, abuses or otherwise violates the legal rights of others;
is harmful to children, profane, obscene, indecent or racially or ethnically offensive;
infringes another’s rights to intellectual property, publicity, or privacy;
collects or stores personal information about other Users;
contains advertisements, promotions, commercial solicitations, contests or surveys (unless you have CHC’s written consent to do so);
contains, transmits or disseminates spam, chain letters, or information intended to assist in the placement of a bet or wager;
contains, transmits or disseminates viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another’s computer, the Site, or any software, hardware or other related equipment;
disrupts or otherwise interferes with the Site or the networks or servers used by CHC;
impersonates any person or entity or misrepresent your connection or affiliation with a person or entity; or
constitutes illegal activity.
15.2 Submissions to Interactive Areas. You understand and acknowledge that subject and pursuant to the licenses set forth hereunder, CHC may display your Comments on the Site and use them for other marketing and business activities. In addition, CHC reserves the right in its sole discretion to reject use of Comments, delete Comments from the Site for any reason, and edit Comments for both content and format. CHC further reserves the right to terminate your access to the Site or to any Interactive Area at any time without notice for any reason whatsoever. CHC does not endorse or control the Comments or information found in any Interactive Area and, therefore, CHC specifically disclaims any liability with regard to the Interactive Areas and any actions resulting from your participation in them.
16.1 Governing Law. For all legal proceedings arising out of use of the Site and/or relating to the Terms, these Terms and the relationship between you and CHC shall be governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada as applicable therein. You hereby irrevocably and unconditionally submit to the jurisdiction of the courts located in the Province of Ontario, and the federal courts of Canada as applicable therein.
16.2 Assignment. You may not assign or transfer this Agreement, in whole or in part, without the prior written consent of CHC, which may be granted or withheld by CHC in its sole discretion. Any attempted assignment in violation of this Section will be null and void and of no force or effect. CHC may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and enure to the benefit of each party’s permitted successors and assigns.
16.3 Waiver. The failure to exercise or enforce any right or provision shall not affect CHC’s right to exercise or enforce such right or provision at any time thereafter, nor shall a waiver of any breach or default of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
16.4 Severability. If any portion of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in such provision, and, notwithstanding such finding, the remaining provisions of these Terms shall remain in full force and effect.
16.5 Entire Agreement. These Terms, the terms incorporated herein, and any other terms agreed to in writing by the parties or by way of your use of the Site shall constitute the entire and exclusive understanding and agreement between you and CHC regarding this subject matter and shall supersede any and all prior or contemporaneous representations or understandings relating to this subject matter.