Terms of Use

These Terms and Conditions (the “Terms”) are a legal agreement (the “Agreement”) between you and the Canadian Football League and its affiliates, including CFL Enterprises, L.P., CFL Enterprises G.P., CFL Holdings G.P., and CFL Holdings L.P., (“CFL”, “we” or “us”) governing your access to and use of the websites and online services that display or provide an authorized link to these Terms (collectively, the “Services”). The Services include, without limitation, CFLshop.ca, the CFL app, cfl.ca, pickem.cfl.ca, and all other digital properties operated by the CFL.

Your use of the Services indicates your acceptance and agreement to be bound by the Terms. Do not use the Services if you do not accept the Terms.

We may modify the Services or the Terms at any time, for example to reflect changes in laws or regulatory requirements. Any use of the Services by you after we post modifications to the Terms constitutes your acceptance of those modifications.

Copyright Rights

We own or license all copyright rights in the text, images, photographs, video, audio, graphics, user interface, and other content provided on the Services, and the selection, coordination, and arrangement of such content (whether by us or by you), to the full extent provided under the copyright laws of Canada and other countries. Except as expressly provided in these Terms, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing or transmitting any of the contents of the Services for any purposes, and nothing otherwise stated or implied in the Services confers on you any license or right to do so.

You may use the Services and the contents contained in the Services solely for your own individual non-commercial and informational purposes only. Any other use, including for any commercial purposes, is strictly prohibited without our express prior written consent. Systematic retrieval of data or other content from the Services, whether to create or compile, directly or indirectly, a collection, compilation, database or directory, is prohibited absent our express prior written consent.

Trade and Service Mark Rights

We (or our affiliates) and our member clubs own all rights in the product names, company names, trade names, logos, product packaging and designs (“Trademarks”) of the Canadian Football League and such member clubs, and third parties own all Trademarks in their respective products or services, whether or not appearing in large print or with the trademark symbol. Unauthorized use of any such Trademarks, including reproduction, imitation, dilution or confusing or misleading uses, is prohibited under the trademark laws of Canada and other countries. You are expressly prohibited from using or misusing any Trademarks, except as expressly provided by these Terms, and nothing otherwise stated or implied in the Services confers on you any license or right to do so.

If you believe that your property has been used in any way that would be considered a copyright infringement or a violation of your intellectual property rights, please contact the site editor (the “Operator”) immediately at: http://www.cfl.ca/contact-us/

Compliance with Laws/Regulations

You are required to comply with all applicable laws and regulations in connection with your use of the Services, and such further limitations as may be set forth in any written or on-screen notice from us. By using the Services, you represent and warrant that you will not use the Services for any purpose that is either unlawful or prohibited by these Terms. We reserve the right to disclose any information about you or your use of the Services in connection with any investigations by us or law enforcement authorities as may be appropriate or necessary to satisfy any applicable law, regulation, legal process or governmental request.

Registration

Registration Data: If you opt to register for or provide information to use or purchase any Services you agree to: (i) provide true, accurate and complete information about yourself as prompted by the registration form (“Registration Data”) and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If we have reasonable grounds to suspect that the Registration Data is untrue, inaccurate or incomplete, we shall have the right to suspend or terminate your account and refuse any and all current or future use of the Services. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate Registration Data, including, but not limited to, your failure to receive critical information about the Services or your account. You further agree that we are authorized to verify such Registration Data.

You acknowledge and agree that we may rely on the Registration Data to send you important information and notices regarding your account and the Services. From time to time, we may send you newsletters and other promotions by email or SMS. You can unsubscribe from our newsletters and other promotions through the unsubscribe mechanism contained in the applicable message.

Username and Password: If you opt to register for any Services, you may be required to establish an account and provide a username and password. You authorize us to process any and all account transactions initiated through the use of your username and password. You are solely responsible for maintaining the confidentiality of your username and password and must immediately notify us of any unauthorized use of your username and password. You acknowledge and agree that you are responsible for any unauthorized activities, charges and/or liabilities made through the use of your username and password. In no event will we be liable for the unauthorized use or misuse of your username and/or password. We may need to change usernames allocated to certain of our products and services and we reserve the right to do so. You will be informed of this if we make such a change. We collect and use your username, password and other Registration Data in accordance with our Privacy Policy located at http://www.cfl.ca/privacy-policy/.

User Content and Communications

The Services may allow users to communicate with others through real-time chats, message boards, video ratings and other features. In addition, you may be able to interact with other users through fantasy football features or other games that we may from time to time make available. When your account is used to submit, post, or add content to the Services (collectively, “Your Content”), you agree to accept sole responsibility for, and assume all liability (including liability for claims of infringement, libel and slander) associated with, Your Content, including the information, statements, facts, and material contained in any form or medium (e.g., text, audio, video and photographic) therein. We do not claim ownership of Your Content (expressly excluding your user data, which we collect in accordance with the Privacy Policy for the Site and expressly excluding any content created by you based on existing content we own or license (e.g., through a mash-up offering), which we retain full ownership of) . However, by submitting or posting Your Content, to or through the Services, you grant us a world-wide, royalty free, perpetual, irrevocable, non-exclusive and freely sublicensable right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display Your Content anywhere, for any purpose, whether commercial or non-commercial, and in any form, media or technology now known or later developed. No compensation will be paid with respect to any use of Your Content by us or our licensees. We are free to use any ideas, concepts, know-how, or techniques contained in Your Content for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using Your Content. We are under no obligation to maintain any of Your Content and may remove any of Your Content at any time in its sole discretion.

By posting or submitting Your Content to the Services, you also represent and warrant that you own or otherwise control all of the rights to Your Content, and that use of Your Content by us or any of our sublicensees will not infringe or violate the rights of any third party or any applicable law.

We reserve the right (but do not have the obligation) to review, edit, refuse to post or to remove any of Your Content, in whole or in part at any time and to terminate your ability to post Your Content to the Services at any time, without notice, in our sole discretion.

Any gaming features that we make available on the Services, including fantasy football features, are provided exclusively for entertainment purposes. In addition, you are prohibited from gambling or wagering on the result of any gaming features provided on or through the Services, or from using the Services to gamble or wager on the result of any CFL game. If we believe that you have violated the prohibitions in this paragraph, we may immediately terminate your access to the Services, with or without notice to you. Notwithstanding any other provision of this agreement or of law, you will not be entitled to any refund of any fees paid to us if your access is terminated because of a violation or alleged violation of this Agreement.

Although we may maintain technical logs concerning your use of the Services, we do not routinely monitor Your Content. You agree that we may not be held responsible for Your Content and that we are not obligated to monitor them. Despite your agreement that we are not required to monitor Your Content, if we become aware of any of Your Content that we believe to violate this Agreement or to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, we may – but are not required to – act in good faith to restrict access to or availability of Your Content. We may also take steps to terminate your access to the Services or take other appropriate steps, including, without limitation, initiating or assisting in legal action.

If you become aware of any content on the Services that you believe to be objectionable or to violate this Agreement, or that you believe may cause injury to yourself, us, or any third party, you should notify us of such content immediately at the following address: http://www.cfl.ca/contact-us/. Even if you notify us of such content that you believe to be objectionable, you agree that we will not be obligated to take any particular steps, or any steps at all, in response to your notification. You agree that your notification under this paragraph will create no duty on our part to you or to any third party, and that we may not be held liable for any action that we take, or for our inaction, after you provide us with notification.

Prohibited Uses Generally

Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Services that:

• is copyrighted, unless you are the copyright owner or valid licensee to such materials and you have the right to grant us the rights and licenses;
• reveals trade secrets, unless you own them, or you are the valid licensee to such materials and you have the right to grant us the rights and licenses;
• infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
• is unlawful, obscene, indecent, sexually explicit, threatening, harmful, defamatory, threatening, harassing, abusive, hateful, slanderous or embarrassing to any other person or entity or refers negatively to people or groups on the basis of their race, ethnicity, religion, sexual orientation, gender, or similar characteristics;
• contains false statements or misrepresentations that could damage you, us or a third party;
• constitutes advertisements or solicitations of business, surveys, contests, chain letters or pyramid schemes; or
• contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.

You further agree not to:

1. use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a user of the Services, or for purposes of registering for any promotions offered through the Services;
2. delete or revise any material or other information of any other user of the Services;
3. harvest, collect, or send information about others, including e-mail addresses, without their consent;
4. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of one or more of the Services;
5. use any device, software or routine to interfere or attempt to interfere with the proper working of one or more of the Services or any activity being conducted on this Site;
6. use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Services to harvest or otherwise collect information from the Services to be used for any commercial purpose;
7. allow any other person or entity to use your username or password for posting or viewing comments or sending or receiving materials; or
8. attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Services.

You further agree not to violate or attempt to violate the security of the Service, including, without limitation:

1. accessing data not intended for you or logging into a server or account that you are not authorized to access;
2. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
3. attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, “flooding”, “spamming”, “mail bombing” or “crashing”, the Services;
4. sending unsolicited e-mail, including promotions and/or advertising of products or services; or
5. forging any TCP/IP packet header or any part of the header information in any e-mail or posting.

Violations of system or network security may result in civil or criminal liability.

We may investigate occurrences that may involve violations of the security of the Services or of the law and we may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Mobile Content

Mobile Service: The Services may provide mobile alerts and other mobile entertainment content, such as news, scores, videos and other information or data via SMS, MMS, WAP and other means of mobile content delivery to certain compatible mobile devices (the “Mobile Service”). You acknowledge and agree that the Mobile Service is for your personal use and may be used only on your personal mobile device (“Mobile Device”). To the extent the Mobile Service requires designation of your Mobile Device during a registration or other process, the Mobile Service may only be used on the designated Mobile Device. You agree that you may not otherwise transmit, broadcast, upload to any computer or other mobile device, create derivative works of, or make commercial use of the Mobile Service, including, but not limited to, any mobile alert (a “Mobile Alert”). You may not, or attempt to (or otherwise authorize, encourage or support others’ attempts to) circumvent, re-engineer, decrypt, break or otherwise alter or interfere with the Mobile Service, including, but not limited to, any Mobile Alert. We make no representation as to the compatibility of your Mobile Device with the Mobile Service, and you acknowledge and agree that we shall have no liability for the compatibility or non-compatibility of your Mobile Device with the Mobile Service. For clarity, the Mobile Service constitutes part of the Services and is therefore subject to the other provisions of these Terms of Use. In addition, for Services where the Mobile Service (including any Mobile Alert) is offered, the Operator may post additional terms (e.g., regarding additional fees) that apply to your use of the Mobile Service, and your use shall also be subject to those additional terms.

Access to the Mobile Service: In order to use the Mobile Service, you must have a mobile communications subscription with a participating wireless service provider (a “Carrier”), or otherwise have access to a mobile communications network for which we make the Mobile Service available, as well as any Carrier services necessary to download content to your Mobile Device. There may be service fees associated with certain Carrier services necessary to download content. Please contact your participating Carrier for details. In addition, you are responsible for ensuring that your equipment and/or software do not disturb or interfere with the Operator’s operations. Any equipment or software causing interference with the Operator’s operations and/or the Mobile Service shall be subject to immediate disconnection from the Mobile Service by the Operator. If any upgrade in or to the Mobile Service requires changes in your equipment or software, you must effect these changes at your own expense.

Modular Content

We may provide certain content, which includes graphics, text, audio, video, photographs, news, scores, or other material that is capable of being incorporated, including as a module or via an RSS feed or similar technology, into a web site or other online, cable, wireless, or other service other than the Site (“Modular Content”). To the extent that Modular Content is available, you agree to use it responsibly and consistent with these Terms of Use and any other rules or restrictions provided to you in connection with the Modular Content.

By using Modular Content or incorporating it within or associating it with a web site or other online, cable, wireless, or other service other than the Site, you agree not to: (1) obscure the Operator’s branding of the Modular Content, assert or imply ownership or authorship of the Modular Content, or facilitate another party’s assertion or implication of ownership or authorship of the Modular Content; (2) excerpt or edit the Modular Content, except as specifically permitted by the Operator; or (3) publish, place, or utilize the Modular Content in a setting or manner in which it may be associated with content or other material that (i) is or may be considered unlawful, threatening, abusive, bigoted, hateful, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (ii) may constitute, advocate or encourage conduct that would constitute or give rise to a criminal offense, civil liability or other violation of any local, state, national or international law; (iii) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity, or any other proprietary right; (iv) contains or may be associated with a computer virus or other harmful component; (v) constitutes or contains false or misleading indications of origin or statements of fact; (vi) contains any information, software or other material of a commercial nature; or (vii) contains advertising, promotions or commercial solicitations of any kind.

Although we are under no obligation to do so and assume no responsibility or liability arising from any use of Modular Content, we may monitor the web sites or other online, cable, wireless, or other services with which Modular Content is used. You agree that you will promptly, and in any event within 24 hours, remove the Modular Content from any web site or other online, cable, wireless, or other service if we or our agent requests that you do so, and that you will maintain the ability to remove Modular Content from any web site or online, cable, wireless, or other service on which you cause it to be placed or with which you cause it to be affiliated. You agree that we have exclusive discretion to direct that the Modular Content be removed from web sites or other online, cable, wireless, or other services at any time and for any reason, including but not limited to the prohibited uses of Modular Content described above; that we may implement and use protections to limit the web sites or other online, cable, wireless, or other services in conjunction with which Modular Content may be used or the manner in which Modular Content may be used; and that we may not specifically advise you of the existence or nature of these protections.

We provide Modular Content, if at all, on a voluntary basis. We expressly disclaim any obligation to provide or update Modular Content, to maintain its availability, or to ensure its accuracy.

By viewing or using Modular Content, YOU AGREE THAT YOU WILL INDEMNIFY AND HOLD THE OPERATOR HARMLESS FOR CLAIMS, LIABILITIES, DAMAGES, AND EXPENSES ARISING OUT OF YOUR USE OF MODULAR CONTENT consistent with these Terms of Use.

Notwithstanding any statement to the contrary by the Operator or by you or any third party, your use of Modular Content creates no fiduciary or contractual relationship between us and you, or between the us and any third party, other than pursuant to these Terms.

Links and Third Party Content

The Services may contain links to other websites or online services that are operated and maintained by other persons and that are not under the control of or maintained by the CFL. Such links do not constitute an endorsement by the CFL of those other websites or online services, the content displayed therein, or the persons associated therewith. These Terms do not apply to such other websites and online services, and such websites and online services are not part of the Services. We encourage you to review the privacy policies and terms of use of these other websites or services.

We may incorporate third party services, software, technology, data, and/or other content (collectively, “Third Party Materials”) either independently or in connection with various programs, features, or functions available through the Services. Such Third Party Materials may be downloaded to and/or stored on your computer or otherwise employed in connection with the functions and features of the Services. Your use of Third Party Materials may be subject to terms of use other than these Terms and as may be set forth by third party providers, as applicable. You agree and acknowledge that the CFL assumes no liability with respect to your use of such Third Party Materials whether you are aware of their use or not and whether or not the use of such Third Party Materials is endorsed or recommended by the CFL.

CFLShop.ca

CFLshop.ca (the “Store”) allows you to order products (the “Merchandise”) supplied and managed by an independent merchandise vendor, Mustang Drinkware Inc. (“Mustang”). By placing an order in the Store, you acknowledge that Mustang is exclusively responsible for the fulfillment and shipment of all Merchandise ordered.

By placing an order on the Store, you agree to pay Mustang all amounts accrued in your account, including sales tax and shipping and handling charges, when due. Your ability to purchase Merchandise is subject to limits established by the Operator, Mustang or your credit card issuer. Mustang may bill your credit card at the time Merchandise is ordered. Mustang may, in its sole discretion, decline service to or terminate your Services without notice.

The Operator reserves the right, in its sole discretion, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer.

You may have the option to personalize certain Merchandise ordered on the Store (e.g., jerseys). The Operator reserves the right, in its sole discretion, without prior notice, to refuse to fulfill any order for Merchandise containing personalized content which the Operator deems to be illegal, offensive or inappropriate.

Mustang can be reached by e-mail at CFL@MustangProduct.com or by phone at 1-855-264-4242.

Availability of Services

The availability of the content on the Services may be affected by a variety of factors, including game delays or cancellations, application of the Canadian Football League’s broadcast policy, technical problems or network delays, program rescheduling, or other reasons. You agree that we are not obligated to provide you with any specific content under this Agreement.

Privacy Policy

We are committed to protecting your privacy and security and we have explained in detail the steps we take to do so in the Privacy Policy, a copy of which you should review at http://www.cfl.ca/privacy-policy/. You, in turn, agree and consent to the terms of the Privacy Policy by your use of the Services.

Disclaimer of Warranties and Damages

While we use reasonable efforts to include accurate and up to date information in the Site, we make no warranties or representations as to its accuracy. The information contained in or made available through the Services (including, but not limited to information contained on Message Features or text files) cannot replace or substitute for the services of trained professionals in any field, including, but not limited to, financial, medical or legal matters.

YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE OPERATION OF THE SERVICES OR THE INFORMATION, MATERIALS, GOODS, OR SERVICES APPEARING OR OFFERED ON THE SERVICES OR WITH RESPECT TO ANY WEBSITES OR SERVICES LINKED FROM THE SERVICES.

THE SERVICES ARE PROVIDED “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND (vi) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US OR ANY THIRD PARTY.

FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, THAT THE INFORMATION PROVIDED THROUGH THE SERVICES WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION. ANY INFORMATION ON THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES, INCLUDING, BUT NOT LIMITED TO, CHANGES TO PRICES, DISCOUNTS, AND HOURS OF OPERATION. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED OR STATUTORY WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE, INCLUDING ANY AGENTS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS, OR ANY WEB SITE LINKED TO OR FROM THIS SERVICE, BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICE, YOUR ACCESS, USE OR INABILITY TO USE THE SERVICES OR ANY WEB SITE LINKED TO OR FROM THE SERVICE, ANY CONTENT CONTAINED THEREIN, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE EVEN IF WE OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WE RESERVE THE RIGHT TO ALTER THE CONTENT OF THE SERVICES IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

ANY CLAIM AGAINST US SHALL BE LIMITED TO THE AMOUNT YOU PAID, IF ANY, FOR USE OF THE SERVICES.

Indemnification

You agree to indemnify, hold harmless, and defend the CFL, and its affiliates and licensors, and each of their respective officers, directors, contractors, agents, employees, successors, and assigns from and against any and all demands, claims, damages, liabilities, judgments, fines, interest, penalties, losses, costs, expenses, and harms, including without limitation reasonable attorneys’ fees and fees of other professional advisers, arising out of or in connection with (i) your use of the Services (including, without limitation, your User Content and your use of any CFL Content), (ii) your online conduct in connection with the Services, (iii) your violation or breach of these Terms, (iv) your failure to comply with any applicable laws or regulations in connection with the Services, (v) your negligence, willful misconduct, or violations of the intellectual property or other rights of any person in connection with the Services, or (vi) any of your dealings or transactions with other persons resulting from use of the Services. You shall not settle any such claim without the prior written consent of the CFL. These obligations will survive any termination of these Terms.

Integration and Severability

These Terms and any other terms or conditions posted in our Services constitute the entire agreement between the CFL and you, superseding any prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

No Waiver

Our failure to enforce any provisions of the Terms or respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of the Terms or to act with respect to similar breaches.

Choice of Law and Forum

These Terms are governed by, and must be construed in accordance with, the laws of the province of where you reside and the federal laws of Canada applicable therein.  Any action you, any third party or CFL brings to enforce these Terms, or in connection with any matters related to the Services shall be brought only in either the provincial or Federal Courts located in the Province in which you reside, and you expressly consent to the exclusive jurisdiction of said courts. Notwithstanding the foregoing paragraph, if you reside outside of Canada, these Terms are governed by, and must be construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.  Any action you, any third party or CFL brings to enforce these Terms, or in connection with any matters related to the Services shall be brought only in the courts situated in the City of Toronto, Ontario, and you expressly consent to the exclusive jurisdiction of said courts.

Termination

We reserve the right, in our sole discretion, to terminate this Agreement and your access to all or part of the Services, with or without notice and with or without cause. Termination of your access to the Services means the revocation of the limited and temporary license and permission to use the software and other resources of the Services we are granting to you under this Agreement. The provisions of this Agreement will survive the termination of your access to the Services and of this Agreement. In addition, because the license you grant to us in Your Content is perpetual, termination of this agreement does not terminate our license to use Your Content as described elsewhere in these Terms of Use.