Becoming Iconic

Terms and Conditions of Use

Last Modified: [DATE]

These Terms and Conditions of Use (this “Agreement”) is a binding contract between you (“Customer”, “you”, or “your”) and Becoming Iconic Inc. (“Becoming Iconic”, “we”, or “us”). This Agreement governs your access to and use of the services we offer (the “Services”) through our Website (as defined below).

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON, BY COMPLETING AN ORDER THROUGH OUR STORE OR BY ACCESSING OR USING THE SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON, BY COMPLETING AN ORDER THROUGH OUR STORE, OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CLICK THE “I ACCEPT” BUTTON AND DO NOT COMPLETE AN ORDER THROUGH OUR STORE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. 1.    Definitions.
   1. (a)    “Aggregated Statistics” has the meaning set forth in Section 2(e).
   2. (b)    “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
   3. (c)    “Becoming Iconic IP” means the Services, and all intellectual property provided to Customer or any other Authorized User in connection with the Services. For the avoidance of doubt, Becoming Iconic IP includes Aggregated Statistics and any information, data, or other content derived from Becoming Iconic’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
   4. (d)    “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.
   5. (e)    “Goods” means those goods that we sell to you through Our Store, which may include products produced by us and Third-Party Products.
   6. (f)    “Our Store” means the online store offered at jenszpigiel.com/store/.
   7. (g)    “Privacy Policy” means Becoming Iconic’s privacy policy, available at jenszpigiel.com/privacypolicy/.
   8. (h)    “Services” means the services provided by Becoming Iconic under this Agreement that are detailed on the Website and reflected in the Customer’s order.
   9. (i)    “Terms Page” means the web-page on our Website that hosts the terms and conditions as set out in this Agreement, available at jenszpigiel.com/terms/.
   10. (j)    “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned or produced by third parties and are incorporated into or accessible through the Services.
   11. (k)    “Website” means our website, located at jenszpigiel.com.
   12. 2.    Access and Use.
   13. (a)    Provision of Access. Subject to the terms and conditions of this Agreement, Becoming Iconic hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations or personal use. Becoming Iconic shall provide you the necessary passwords and access credentials to allow you to access the Services.
   14. (b)    Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Services, or any software component of the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, or any component of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
   15. (c)    Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Becoming Iconic may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by Becoming Iconic in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (”Aggregated Statistics”). As between Becoming Iconic and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Becoming Iconic. You acknowledge that Becoming Iconic may compile Aggregated Statistics based on Customer Data input into the Services. You agree that Becoming Iconic may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
   16. (d)    Reservation of Rights. Becoming Iconic reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Becoming Iconic IP.
   17. (e)    Suspension. Notwithstanding anything to the contrary in this Agreement, Becoming Iconic may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if: (i) Becoming Iconic reasonably determines that (A) there is a threat or attack on any of the Becoming Iconic IP; (B) Customer’s or any other Authorized User’s use of the Becoming Iconic IP disrupts or poses a security risk to the Becoming Iconic IP or to any other customer or vendor of Becoming Iconic; (C) Customer or any other Authorized User is using the Becoming Iconic IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Becoming Iconic’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Becoming Iconic has suspended or terminated Becoming Iconic’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Becoming Iconic shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Becoming Iconic shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Becoming Iconic will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
   18. (f)    Orders/ Refunds. 
       1. (i)    Unless expressly stated to the contrary, all goods and services are 100% non-refundable and we will not accept any returns.
       2. (ii)    Any orders submitted through Our Store are deemed to be offers to purchase that we may refuse at any time for any reason. In the event that we have collected payment for Fees prior to refusing to accept an offer through Our Store, we will refund any Fees so collected by the same means that you used to pay them.
       3. 3.    Customer Responsibilities.
   19. (a)    Acceptable Use Policy. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations.
   20. (b)    Account Use. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
   21. (c)    Customer Data. You hereby grant to Becoming Iconic a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Becoming Iconic to provide the Services to Customer. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
   22. (d)    Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
   23. (e)    Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. For the absence of doubt, Third-Party Products include links to third party websites and third-party goods sold through Our Store.
   24. 4.    Fees and Payment. Customer shall pay Becoming Iconic the fees described on Our Store (the “Fees”). Fees are due and payable when invoiced. Customer shall make all payments hereunder in Canadian dollars on or before the due date. If Customer fails to make any payment when due, without limiting Becoming Iconic’s other rights and remedies: (i) Becoming Iconic may charge interest on the past due amount at the rate of ten percent (10%) per annum or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Becoming Iconic for all costs incurred by Becoming Iconic in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for sixty (60) days or more, Becoming Iconic may suspend, in accordance with Section 2(g), Customer’s and all other Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. 
   25. 5.    Custom Services. From time to time, you and we may negotiate and agree that we will provide to you custom Services (“Custom Services”). Custom Services shall be agreed to in writing between you and us and evidenced by an invoice which we shall issue in writing (the “Custom Services Invoice”). The Custom Services Invoice will set out the Fees and the particulars of the Custom Services that we will provide to you. Fees for Custom Services shall be due when indicated on the Custom Services Invoice, but Custom Services will otherwise be subject to this Agreement and deemed to be “Services” within the meaning of this Agreement, unless the Custom Services Invoice expressly sets out the specific amended terms of this Agreement. 
   26. 6.    Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, territorial or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Becoming Iconic’s income.
   27. 7.    Confidential Information. From time to time during the Term, Becoming Iconic and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five (5) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
   28. 8.    Privacy Policy. Becoming Iconic complies with the Privacy Policy in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
   29. 9.    Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
   30. 10.    Warranty Disclaimer. ALL GOODS AND SERVICES ARE PROVIDED “AS IS” AND BECOMING ICONIC SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BECOMING ICONIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BECOMING ICONIC MAKES NO WARRANTY OF ANY KIND THAT THE GOODS, SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
   31. 11.    Indemnification. You shall indemnify, hold harmless, and, at our option, defend us and our officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees arising from or relating to any third-party claim, suit, action, or proceeding (”Third-Party Claim”) (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; or (ii) based on your or any Authorized User’s negligence or wilful misconduct or use of the Services in a manner not authorized by this Agreement; provided that you may not settle any Third-Party Claim against us unless we consent to such settlement, and further provided that Becoming Iconic will have the right, at our option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of our own choice
   32. 12.    Limitations of Liability. IN NO EVENT WILL BECOMING ICONIC BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BECOMING ICONIC WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BECOMING ICONIC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO BECOMING ICONIC UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
   33. 13.    Term and Termination.
   34. (a)    Term. The term of this Agreement begins on the date Becoming Iconic notifies Customer it can access the Services and continues until terminated. 
   35. (b)    Termination. In addition to any other express termination right set forth in this Agreement:
       1. (i)    Becoming Iconic may terminate this Agreement, for any reason upon thirty (30) days’ advance notice;
       2. (ii)    either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured fifteen (15) days after the non-breaching party provides the breaching party with written notice of such breach; or
       3. (iii)    either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   36. (c)    Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Becoming Iconic IP. No termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
   37. (d)    Survival. This Section 13(d), Section 5, Section 11, Section 12, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
   38. 14.    Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on the Terms Page, or by direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Becoming Iconic will provide at least thirty (30) days’ advance notice of changes to any service level that Becoming Iconic reasonably anticipates may result in a material reduction in quality or services. 
   39. 15.    Governing Law. This Agreement and all related documents including all exhibits, schedules and orders made under this Agreement, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.
   40. 16.    Waiver of Jury Trial and Class Action. YOU AND WE HEREBY EXPRESSLY WAIVE THE RIGHT TO ANY TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU AND WE EACH AGREE THAT CLAIMS WILL ONLY BE BROUGHT IN YOUR AND OUR INDIVIDUAL CAPACITIES AND NEITHER OF YOU OR WE WILL BRING A CLAIM AS A PART OF A CLASS, WHETHER AS LEAD PLAINTIFF, MEMBER, REPRESENTATIVE, OR OTHERWISE. YOU ALSO AGREE THAT ANY DISPUTE ARISING BETWEEN US WILL BE RESOLVED INDIVIDUALLY BETWEEN YOU AND US IN ACCORDANCE WITH SECTION 16.
   41. 17.    Dispute Resolution. Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, or any breach, termination or validity thereof (a “Dispute”) shall be finally settled in accordance with the provisions of this Section 15. A Dispute shall be triggered when the complaining party (the “Complainant”) provides notice to the other party (the “Respondent”) in writing (the “Dispute Notice”). The Dispute Notice shall include (i) the full legal name and contact information of the Complainant, (ii) describe the nature and basis of the claim or dispute in detail, and (iii) set out the specific relief that the Complainant is seeking. If we are the Complainant, we will provide the Dispute Notice to the email address and/or billing address that you have provided to us. If you are the Complainant, you will provide the Dispute Notice to [insert email address] and by registered mail to [insert address].
   42. (a)    Negotiation. Before any other action is taken, the parties to the Dispute shall first meet, which meeting may be virtual or by teleconference, and attempt to negotiate a mutually acceptable resolution to the Dispute. 
   43. (b)    Mediation. If the parties to the Dispute are unable to achieve a resolution through negotiation within 14 days of the date on which the party provided written notice of the Dispute to the other party, the parties shall appoint a mutually acceptable mediator and shall attempt to mediate the dispute. The mediation will be conducted in accordance with the National Mediation Rules of the ADR Institute of Canada. 
   44. (c)    Arbitration. If the parties are unable to reach a mutually acceptable resolution within 14 days of the start of mediation on some or all of the issues in the Dispute, then the remaining issues in Dispute shall be finally resolved by means of binding arbitration, which arbitration shall be conducted by one arbitrator in accordance with the Arbitration Act, 1991 (Ontario) or International Commercial Arbitration Act (Ontario), as applicable, in effect at the time of arbitration, except as may be modified herein or by agreement of the parties. The arbitration will be conducted under the Arbitration Rules of the ADR Institute of Canada. 
   45. (d)    Location of Mediation/Arbitration. The seat of the arbitration or mediation, as applicable, shall be the city of London, Ontario, Canada, and may be conducted electronically upon mutual agreement, or upon the decision of the arbitrator or mediator, as applicable.
   46. (e)    Appointment of Mediator/Arbitrator. If the parties are unable to agree as to an arbitrator or mediator, as applicable, each party shall appoint an arbitrator or mediator and the appointed arbitrators or mediator shall conclusively select the arbitrator or mediator who shall mediate or arbitrate, as the case may be. Any mediator or arbitrator shall be experienced and qualified to resolve commercial disputes under the laws of Ontario. If all parties to the Dispute agree, the same person may arbitrate and mediate.
   47. (f)    Language. The language of the mediation or arbitration, as applicable, shall be English. 
   48. (g)    Confidentiality. All matters discussed during mediation and arbitration, including any disclosures made by either party and the final result, shall be strictly confidential, and each party shall execute a confidentiality agreement with respect to same.
   49. (h)    Extension of Deadlines. For the absence of doubt, the parties to any Dispute may extend any deadline or alter any terms set forth in this Section 15 by mutual agreement.
   50. (i)    Law. Any question that must be put to a court pertaining to a Dispute shall be put to the courts of Ontario located in London, Ontario. The decision of the arbitrator shall be final. Either party may enforce an arbitrator’s award or decision in any court having jurisdiction.
   51. 18.    Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, litigation or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
   52. 19.    Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available as posted on the Website and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.