Last Updated: April 11, 2022
By accessing or using the Platform, Services or Content, or by creating an Account (as defined below), clicking “sign up” or any similar mechanism, you agree to be legally bound by these Terms. If, at any time, you do not agree to these Terms, you must not access or use the Platform, Services or Content.
BY USING OR ACCESSING THE PLATFORM, SERVICES OR CONTENT, YOU WILL GIVE UP CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE
ALTHOUGH INFORMATION PROVIDED ON THE PLATFORM IS BELIEVED TO BE RELIABLE WHEN POSTED, MITCHELLWOOD DOES NOT GUARANTEE THE QUALITY, ACCURACY, COMPLETENESS, RELIABILITY OR TIMELINESS OF THE INFORMATION PROVIDED. INFORMATION CONTAINED ON THE PLATFORM MAY CONTAIN ERRORS OR INACCURACIES. ACCESS TO THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS. YOU SHOULD NOT ASSUME THAT YOUR USE OF THE PLATFORM WILL BE ERROR FREE OR THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION.
MITCHELLWOOD DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS REGARDING USE OF THE PLATFORM OR THE INFORMATION PROVIDED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOU ACKNOWLEDGE AND AGREE THAT MITCHELLWOOD DOES NOT PROVIDE TAX, LEGAL, OR INVESTMENT ADVICE OR INSTRUCTIONS, PRODUCTS OR SERVICES. IT IS ESSENTIAL YOU SHOULD NOT RELY SOLELY ON THE INFORMATION CONTAINED ON THE PLATFORM, INCLUDING INFORMATION SHARED BY OTHER USERS OF THE PLATFORM AND SERVICES.
UNDER NO CIRCUMSTANCE SHALL MITCHELLWOOD BE LIABLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY ACTIVITY THAT YOU ENGAGE IN BASED ON ANY INFORMATION OR MATERIAL YOU RECEIVE THROUGH THE PLATFORM, SERVICES OR CONTENT. YOU FREELY ACCEPT AND FULLY ASSUME RESPONSIBILITY FOR YOURSELF, FOR THE INHERENT AND OTHER RISKS (BOTH KNOWN AND UNKNOWN) OF THE PLATFORM, SERVICES, AND CONTENT AND FOR ANY DAMAGE OR LOSS YOU MAY SUFFER RESULTING FROM THOSE RISKS.
YOU HEREBY AGREE AND ACKNOWLEDGE THAT USING THE PLATFORM, SERVICES AND CONTENT INVOLVES MANY RISKS, INCLUDING, BUT NOT LIMITED TO:
Use of securities information: we do not advocate, endorse or recommend the purchase or sale of any particular security or other financial instrument. You understand that Mitchellwood does not make any representations or warranties as to the reliability, financial condition, or suitability for trading, investment or any other purposes of a particular security or financial instrument.
Risk in any investment decision making: you understand that any investment is inherently risky and involves the potential for loss. You agree that you alone are responsible for your use of the Platform and Services, and for determining whether any investment is appropriate or suitable for you based on your investment objectives and personal and financial situation. No Content on the Platform constitutes a recommendation that any particular security, portfolio of securities, transaction or investment strategy is suitable for a specific person.
Monetary loss: inherent in any investment is the potential for monetary loss. Mitchellwood does not provide recommendation or advice as to whether any investments in securities, companies, sectors or markets identified or described were or will be profitable. You should not assume that the future performance of any specific investment will be profitable or equal to past performance levels, and you are prepared to risk what you can afford to lose.
User misrepresentation: it is a violation of these Terms to falsely represent yourself as an authorized representative of a third party business or company with which you are not associated. We are not responsible for any loss or damage resulting from relying on or the use of information or materials provided by such misrepresentation.
Inaccurate Indigenous and Public data: we use downloaded government data for users to access certain publicly available information, including, but not limited to, outlines of Indigenous territories, reserves, community locations and contact information, as well as the location of parks, environmentally sensitive areas and infrastructure, on our Platform (collectively, the “Public Data”). The Public Data may contain errors and inaccuracies and may not be up to date.
Risk regarding conduct or Content: you acknowledge that there are risks that other users of the Platform and/or other third parties may act in a negligent or fraudulent manner in their engagement with the Platform and posting of Content.
Negligence. YOU ACKNOWLEDGE THE RISKS OF NEGLIGENCE ON THE PART OF MITCHELLWOOD, INCLUDING THE FAILURE ON THE PART OF THE MITCHELLWOOD PARTIES TO TAKE REASONABLE STEPS TO SAFEGUARD OR PROTECT YOU FROM THE RISKS, DANGERS AND HAZARDS OF ACCESS TO OR USE OF THE PLATFORM, SERVICES AND CONTENT. YOU FREELY ACCEPT AND FULLY ASSUME ALL SUCH RISKS, DANGERS AND HAZARDS AND THE POSSIBILITY OF PROPERTY DAMAGE AND LOSS RESULTING THEREFROM.
BY ACCESSING OR USING THE PLATFORM, SERVICES OR CONTENT, YOU HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE, RELEASE, AGREE NOT TO SUE, AND FOREVER DISCHARGE MITCHELLWOOD AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PROFESSIONAL ADVISORS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “MITCHELLWOOD PARTIES”) FROM ANY AND ALL CLAIMS, LIABILITY, OR RIGHTS OF ACTION YOU MAY HAVE THAT ARE RELATED TO, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED WITH YOUR ACCESS TO, USE, FAILURE TO USE, RELIANCE ON OR MISUSE OF THE PLATFORM, SERVICES AND CONTENT.
YOU HEREBY AGREE THAT MITCHELLWOOD WILL NOT BE LIABLE FOR ANY PERSONAL PROPERTY DAMAGE, BODILY INJURY OR DEATH WHICH ARE RELATED TO, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED WITH YOUR ACCESS OR USE OF THE PLATFORM, SERVICES OR CONTENT, SUCH AS YOUR USE OF THE COMMUNITY FORUM, INCLUDING IN THE EVENT OF THE NEGLIGENT ACTS OR OMISSIONS OF ANY OF THE MITCHELLWOOD PARTIES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS RELEASE IS BINDING ON YOUR HEIRS AND SUCCESSORS.
By accessing or using the Content, users are provided with information that is publicly available, such as stock quotes, SEDAR filings and Indigenous territorial maps and other Public Data (collectively, the “Public Content”). Public Content available through the Platform and Services may be specially obtained from professional organizations, government resources and websites, news providers, market data providers and other content providers.
Mitchellwood does not represent or guarantee that any of the Public Content is accurate, reliable, current, complete or appropriate for your needs and we make no warranty and assume no obligation or liability with respect to the Public Content.
Changes and Revisions
Mitchellwood reserves the right, acting in its sole discretion and with or without prior notice to you, to do any of the following:
modify, suspend or terminate operation of, or access to, any portion, features or functions of the Platform, Services or Content including, but not limited to, hours of availability, geographical availability and applicable policies or terms;
remove links or references to any Linked Site (as defined below) from the Platform, Services or Content; make changes to the equipment, hardware or software required to use and access the Platform, Services or Content;
delete or remove any Content deemed inappropriate or inaccurate;
We will give you notice of any revisions to these Terms by posting the revisions to the Website. It is your responsibility to ensure that you are aware of the current Terms when you access or use the Platform, Services or Content. If you continue to access or use any of the Platform, Services or Content after any revisions to these Terms are posted you will be deemed to have accepted those revisions.
Laws and Regulations
You acknowledge and agree that you are solely responsible for ensuring compliance with all applicable laws and regulations in your jurisdiction. Users should seek outside legal or financial advice before relying on any information or Content to make any investment decisions.
Your Account and Security
In order to access and use certain features of the Platform, Services or Content you may be required to register an account (the “Account”) through the Platform. When you register for your Account, you will be required to provide us with certain personal information, which may include your first and last name, email address, and selected password (collectively, the “Login Information”).
You are responsible for protecting the confidentiality of your Login Information and for restricting access to your computer or device. You are not permitted to share your Account(s) or Login Information or to allow any other person to access to your Account(s). You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Login Information or your Account(s), or any other security breach involving your Account(s) or the Platform, Services or Content at email@example.com or by calling our call centre, available Monday to Friday from 6:00a.m. to 3:00p.m. (Pacific Time) at (604)202-0508. We are not responsible for any unauthorized access of your Account(s) or Login Information even if you have advised us of such. You are responsible for all activities that occur under your Account(s), whether or not such activities have been authorized by you. Mitchellwood strives to ensure the security of users’ data, UGC (as defined below) and Accounts, however, we cannot guarantee that unauthorized third parties will not circumvent our security measures.
Mitchellwood offers a premium version of the Platform, Services and Content (“Premium Accounts”), which provides you access to certain additional services, features, functionality and content (including, for example, the stock performance layer). When registering or updating a Premium Account, you will be required to provide us with the Login Information. By subscribing to a Premium Account, you accept our Terms, which includes the payment and billing terms as described below.
The Platform, Services and Content operate on certain operating systems and are available through third party application stores on mobile devices. When available, the App may be downloaded onto mobile devices through iOS and Android operating systems from the Apple App Store and Google Play. You acknowledge and agree that Mitchellwood is not responsible for ensuring that your mobile device’s software is compatible with the App, or that you can use or access the App, Website, Services or Content through your mobile device. If you are accessing our Services through the App, you should check with your carrier to understand what data and messaging rates will apply as all such costs shall be borne by you.
You agree that we may enforce these Terms directly, as may the owners of the operating systems on which the App runs, such as Apple and Google, who will also have the right to enforce this Agreement against you as a third party beneficiary. If you download the App from the Apple App Store, then this Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, the terms of the Licensed Application End User License Agreement shall control.
Payment, Renewal and Cancellation
There are no membership fees associated with your Account unless you choose to subscribe for a Premium Account. You agree to pay the fees for a Premium Account that you purchase through the Platform, and you acknowledge and agree that only an adult (a person who has attained the age of majority in their local jurisdiction) can enter into and complete a transaction involving the payment of money.
Our approved third party payment provider, Stripe, will charge your chosen method of payment for applicable fees in relation to your Premium Account, plus any applicable taxes we are required to collect. All fees and charges due will be billed automatically at the start of the monthly period, as applicable. We reserve the right to disable or terminate your access to the Premium Account with or without notice to you if you fail to pay the fees or charges for your use of the Premium Account when due.
Your Premium Account auto-renews monthly, semiannually and/or annually, as applicable, and you are automatically billed. You may cancel your Premium Account through your account settings. If a Premium Member would like to update or cancel their Premium Account, they must do so manually. Once a Premium Member cancels their Premium Account, the premium features will be available until the end of the current billing cycle. Mitchellwood does not provide any refunds.
Mitchellwood may change the fee charged for Premium Accounts at any time. We will give you reasonable notice of any pricing changes either by posting such changes on the Platform or by sending you an email. The new fee will begin to apply on your next billing cycle. If you do not wish to pay the new fee, you can cancel your Premium Account prior to the change going into effect.
Certain areas of the Platform, Services and Content may enable you to post comments, share due diligence or otherwise post, publish, submit, transmit, upload, send, or otherwise provide (“provide”) information or materials to us or other persons.
You remain fully responsible for the content and other materials that you provide to us or others in connection with the Platform, Services and Content including, without limitation, audio, video, photographs, documents, maps, news releases, third party links or other materials (“Member Content”). You agree not to provide Member Content or use the Platform, Services or Content, or assist or encourage any other party, to engage in, amongst other things, any of the following prohibited activities in relation to the Platform, Services and Content:
copying, framing or mirroring any part of the Platform, Services or Content;
using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the Platform or Services or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to Mitchellwood;
publishing, transmitting, distributing or storing content, material, information or data that: (i) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (ii) is harmful to or interferes with the Platform or Services or any third party’s networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.); (iii) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); or (iv) is fraudulent or contains false, deceptive, inaccurate or misleading statements, claims or representations (such as “phishing”); distributing, or disclosing any part of the Platform, Services or Content in any medium, including without limitation by any automated “scraping”, other than through any technology or means provided or authorized by the Platform or Services;
using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Platform in a manner that sends more request messages to Mitchellwood than a human can reasonably produce in the same period of time by using a conventional web browser;
providing inaccurate or false Member Content to the Platform, such as erroneous claim outlines;
collecting or harvesting any information relating to an identifiable individual, including account names and information about uers of the Platform, Services, or Content, from the Platform or Services;
exploits, harms, personally attacks (personal attacks include, but are not limited to, defamatory, sexual and/or sexually implicit remarks) or impersonates any person or entity or falsely states or otherwise misrepresents an affiliation with a person or entity;
falsely representing yourself to be an authorized representative of a third party business or company with which you are not associated;
degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, orientation or identity, disability, or other classification;
using the Platform, Services or Content for any commercial solicitation purposes;
accessing any Content on the Platform or Services through any technology or means other than those provided or authorized by the Platform or Services;
submitting to the Platform or Services or to Mitchellwood any information that may be protected from disclosure by applicable law;
bypassing the measures we may use to prevent or restrict access to the Platform, Services or Content, including, without limitation, features that prevent or restrict use or copying of any Content or enforce limitations on use of the Platform or Services or the Content therein;
violating any applicable law, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
removing, modifying or obscuring any copyright, trademark or other proprietary rights notices contained in or on the Platform or Services; or
executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between Mitchellwood’s servers or any data not intended for you.
We also, to the extent permitted or required by law, have the right to disclose your identity to any third party who is claiming that any Member Content you provide us or others in connection with the Content constitutes a violation of the third party's intellectual property rights, of the third party’s right to privacy, or of any other applicable local, provincial, state, national, or international law. You use any information contained in Member Content at your own risk. Mitchellwood has the right, but not the obligation, in its sole discretion, to monitor, review, edit, remove, delete, disable, refuse, restrict, or terminate access to your Member Content or the Platform and Services (in whole or in part) at any time, without prior notice and in our sole discretion, for any or no reason.
You shall not continue to provide any Member Content that is inaccurate or false, even if provided accidentally, or Member Content that we have previously advised you not to post. We reserve the right to suspend or delete your Account at any time if you violate the general rules of conduct.
You can report any conduct or content that you believe is unacceptable use to Mitchellwood at firstname.lastname@example.org or by calling our call centre, available Monday to Friday from 6:00a.m. to 3:00p.m. (Pacific Time) at (604)202-0508.
By creating an Account, you consent to receive electronic communications from Mitchellwood by email or by posting notices on the App (collectively, the “Electronic Communications”). These communications may include our email newsletter, news releases from selected companies, and notices about your Account (e.g. payment authorizations, fee changes, password changes, security concerns, service disruptions and other transaction or subscription information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communication be in writing.
You may opt out of receiving the Electronic Communications at any time by using the unsubscribe feature located in the footer of such email newsletter.
Newsfeed Provider Content
You understand that some of the Content on the Platform, such as news articles, is provided by third party news providers (the “Newsfeed Content”), including, but not limited to, Accesswire, Cision, and Newsfile (each a “Newsfeed Provider”).
You agree not to, or assist or encourage any other party, engage in, amongst other things, any of the following prohibited activities in relation to the Newsfeed Content:
publishing, marketing, redistributing, reselling, modifying, or otherwise using the Newsfeed Content, in full or in part, in any manner, except as expressly authorized and consented to by the Newsfeed Provider; displaying, redistributing, reselling, or sublicensing the Newsfeed Content to any third-party; or housing or storing the Newsfeed Content on third-party websites or servers.
Mitchellwood does not represent or guarantee that any of the Newsfeed Content is accurate, reliable, current, complete or appropriate for your needs and we make no warranty and assume no obligation or liability with respect to the Newsfeed Content.
Subject to your strict compliance with these Terms, Mitchellwood grants you a limited, revocable, non-exclusive, personal, non-transferable license, without the right to sublicense, to access and use the (i) Platform, (ii) Services and (iii) Content which you have downloaded, installed or subscribed for, as applicable, on a single computer, mobile device or media platform, including applications downloaded directly from a legitimate marketplace (the “License”). You shall not acquire any ownership rights in any of the Platform, Services or Content, with the exception of any User Generated Content (as defined below). The term of your License commences on the date of your acceptance of these Terms and shall end on the earlier date of your or Mitchellwood’s suspension or termination of your Account. Your License shall terminate immediately, automatically and without notice if you attempt to circumvent any technical protection measures used in connection with the Platform, Services or Content or you otherwise breach these Terms.
Copyrighted Material and Feedback
The Platform, Services and Content and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, and any additional intellectual or other property used by Mitchellwood or on behalf of Mitchellwood or otherwise related to the Platform, Services or Content, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto, including but not limited to any trademarks, service marks, trade names and logos, whether registered or not, that appear on the Platform and Services (“Marks”) and any audio, video, icons and images, graphics, images, domain names, business names, site design, as well as the selection, arrangement and “look and feel” of the Content (collectively with the Marks, the “Copyrighted Material”) will be and remain the sole and exclusive property of Mitchellwood or our third party partners and licensors, and may not be used except in accordance with these Terms or with express written consent. You are prohibited from modifying, copying, distributing, displaying, reproducing, selling, licensing, creating derivative works or using any of the Copyrighted Material for commercial purposes or in contravention of these Terms without our express written consent. We reserve the right to remove any Services or Content at any time and for any reason.
You agree that any and all creative ideas, concepts, notes, drawings, suggestions, feedback or other information that you may provide to us, whether solicited or unsolicited, as an Account holder or otherwise (“Feedback”), will be owned by us, without providing compensation to you or any other person and without any liability whatsoever, including all intellectual property rights therein and you hereby agree to irrevocably assign all intellectual property rights throughout the world and in perpetuity in and to the Feedback to us and waive all moral rights you may have therein. You may submit Feedback by emailing us at: at email@example.com or by calling our call centre, available Monday to Friday from 6:00a.m. to 3:00p.m. (Pacific Time) at (604)202-0508.
Data Collection and Ownership
User Generated Content
Similar to other internet content platforms, you grant Mitchellwood a perpetual, unrestricted, unlimited, non-exclusive, irrevocable license to fully exploit all Content that you generate in connection with your use of the Platform or Services (“User Generated Content” or “UGC”), without notice or compensation to you of any kind. You hereby waive all moral rights in your UGC in favour of Mitchellwood and its successors and assigns. The license granted to Mitchellwood and the above waiver of moral rights will survive any termination of these Terms.
Violation of Third Party Rights
You represent and warrant that all Content of any kind that is uploaded to or transmitted through the Platform or Services will not violate or infringe upon the rights of any third party including, but not limited to, any trade secret, copyright, trade-mark, trade dress, patent, privacy, publicity, confidentiality or other personal or proprietary rights of any such third parties, and you hereby indemnify the Mitchellwood Parties from and against any loss, damages, or expenses incurred arising out of a third party claim in respect of such infringement or violation. Mitchellwood may terminate the privileges of any user who utilizes the Platform, Services or Content to unlawfully publish, transmit, link or otherwise provide access to copyrighted material without a valid license, the express consent of the copyright owner or a fair dealing or fair use exemption (or equivalent under applicable law) and the user shall have the burden of establishing the same to the satisfaction of Mitchellwood, acting in its sole discretion.
Mitchellwood respects the intellectual property rights of others and expects users of the Platform, Services or Content to do the same. We will respond to notices of alleged copyright infringement that are properly provided to us and comply with applicable law. If you believe that anything on our Platform or Services, infringes any copyright that you own or control, please provide us with the following information:
a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; identification of the copyrighted work claimed to have been infringed;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
your contact information, including your address, telephone number, and an email address;
a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing and/or terminate a user’s Account without prior notice and at our sole discretion. If you knowingly misrepresent that any Content on our Platform or Services is infringing, you may be liable to Mitchellwood for certain costs and damages. Please submit all notices of alleged copyright infringement appearing on the Platform or Services to
firstname.lastname@example.org or by calling our call centre, available Monday to Friday from 6:00a.m. to 3:00p.m. (Pacific Time) at (604)202-0508.
Some of the Services we provide include areas or features as part of the Platform that offer the opportunity for users to submit UGC for public viewing, including without limitation a chat feature, forum, and mapping platform (the “Interactive Areas”). You acknowledge that the Interactive Areas are for public and not private communications, and you have no expectation of privacy with regard to any UGC submitted to an Interactive Area. We may, but do not always, monitor these Interactive Areas and take no responsibility for the UGC in the Interactive Areas, another user’s failure to comply with the general rules of conduct and use, or for any loss or damage as a result of interaction with other users. We recommend that you be careful and exercise common sense and good judgment when using any Interactive Areas.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE PLATFORM, SERVICES AND ALL CONTENT ON THE PLATFORM INCLUDING LINKED SITES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, SUITABILITY OR ACCURACY. MITCHELLWOOD DOES NOT WARRANT THAT THE PLATFORM, SERVICES OR CONTENT ARE SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS, ARE FREE OF DEFECTS, THAT THE OPERATION OF THE PLATFORM OR SERVICES WILL BE FREE FROM INTERRUPTION OR ERROR-FREE, AND MITCHELLWOOD DOES NOT WARRANT THAT ERRORS OR DEFECTS IN THE PLATFORM, SERVICES OR CONTENT WILL BE CORRECTED. FURTHER, MITCHELLWOOD DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME ANY RESPONSIBILITY FOR, ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE PLATFORM OR ANY LINKED SITE, AND MITCHELLWOOD SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY THROUGH THE PLATFORM, ANY LINKED SITE OR OTHERWISE.
YOU AGREE THAT THE MITCHELLWOOD PARTIES WILL NOT BE LIABLE, WHETHER UNDER STATUTE OR IN CONTRACT, TORT, STRICT LIABILITY, EQUITY OR UNDER ANY OTHER LEGAL THEORY, FOR ANY BODILY INJURY PERSONAL PROPERTY DAMAGE, BREACH OF PRIVACY, ACCIDENT OR DEATH OR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL LOSS OR DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST OPPORTUNITY, REPUTATIONAL LOSS OR DATA CORRUPTION OR DATA LOSS) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, SERVICES, CONTENT OR A LINKED SITE, OR FOR ANY DELAY OR INABILITY TO USE THE PLATFORM, SERVICES, CONTENT OR A LINKED SITE, EVEN IF MITCHELLWOOD IS MADE AWARE OF THE POSSIBILITY OF SUCH BODILY INJURY, LOSS, ACCIDENT, DEATH OR DAMAGES.
IF, NOTWITHSTANDING THE ASSUMPTION OF RISKS AND RELEASE OF LIABILITY AT SECTION 1 OF THESE TERMS AND THE LIMITATION OF LIABILITY AT THIS SECTION 12 THESE TERMS, MITCHELLWOOD IS FOUND LEGALLY RESPONSIBLE TO YOU FOR ANY DAMAGES YOU MAY HAVE SUFFERED ARISING IN CONNECTION WITH YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE THE SITE, PRODUCTS, SERVICES, CONTENT OR A LINKED SITE OR FOR ANY REASON WHATSOEVER, THEN MITCHELLWOOD’S LIABILITY TO YOU SHALL BE NO MORE THAN CANADIAN ONE HUNDRED DOLLARS (CAD$100.00). THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE MITCHELLWOOD PARTIES FROM AND AGAINST ALL CLAIMS, LIABILITIES, ACTIONS AND CAUSES OF ACTION BROUGHT AGAINST AND ALL COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS AND ANY OTHER FEES AND EXPENSES INCURRED FOR INVESTIGATING OR DEFENDING ANY ACTION OR THREATENED ACTION, AS WELL AS SETTLEMENT COSTS) WHICH ANY OF THE MITCHELLWOOD PARTIES MAY SUFFER OR INCUR ARISING FROM OR IN CONNECTION WITH: (I) YOUR USE OR MISUSE OF THE PLATFORM, SERVICES, CONTENT OR ANY LINKED SITES; (II) YOUR BREACH OR ALLEGED BREACH OF ANY OF THESE TERMS; (III) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY FEDERAL, PROVINCIAL, STATE, MUNICIPAL OR LOCAL LAW OR ANY REGULATIONS, RULES, OR BYLAWS; (IV) YOUR NEGLIGENCE OR WILFUL MISCONDUCT; (V) YOUR INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY, RIGHT OF PRIVACY, PUBLICITY OR ANY OTHER LEGAL RIGHT OF ANY PERSON OR ENTITY; (VI) YOUR ADVERTISING, MARKETING, PROMOTION, SALE OR DISTRIBUTION OF ANY GOODS OR SERVICES; (VII) A CLAIM BY ANY THIRD PARTY RELATED TO YOUR RECEIPT AND USE OF OR RELIANCE ON ANY CONTENT, WHETHER AUTHORIZED OR UNAUTHORIZED UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ANY CLAIM IN RESPECT OF DELAYS IN PROVIDING, ANY ERRORS IN OR OMISSIONS FROM THE CONTENT, OR THE TRANSMISSION AND DELIVERY THEREOF, OR THE TERMINATION OF, OR THE FAILURE TO SUPPLY ANY OF THE CONTENT TO A THIRD PARTY.
WITHOUT DEROGATING FROM OR EXCUSING YOUR OBLIGATIONS UNDER THIS SECTION WE RESERVE THE RIGHT (AT YOUR EXPENSE), BUT ARE NOT UNDER ANY OBLIGATION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO AN INDEMNIFICATION BY YOU EVEN IF YOU CHOOSE TO DEFEND OR SETTLE IT. YOU AGREE NOT TO SETTLE ANY MATTER THAT IS SUBJECT TO AN INDEMNIFICATION BY YOU WITHOUT FIRST OBTAINING OUR EXPRESS APPROVAL.
Mitchellwood may monitor, terminate or suspend your Account or our Services at any time.
You acknowledge and agree that Mitchellwood may, acting in its sole and absolute discretion and without prior notice to you, terminate or suspend your ability to access the Platform, Services or any portions thereof and cancel your Account, for any reason, including, without limitation: (i) if you violate or otherwise fail to strictly comply with any term or provision of these Terms; (ii) if we have determined that your use has created or potentially created risk or legal exposure for Mitchellwood; or (iii) in response to requests by law enforcement or any other government agencies. In addition to the foregoing, Mitchellwood reserves the right to pursue all remedies available at law and in equity for violations of these Terms or general rules of conduct, including but not limited to the right to block access from a particular Internet address to the Platform. You acknowledge and agree that monetary damages may not be an adequate remedy for any violation of these Terms by you and, without limiting any of Mitchellwood’s other remedies, you hereby consent to, and authorize Mitchellwood to obtain, an injunction or other equitable relief from any court of competent jurisdiction without the necessity of having to post any bond or other form of security. You further authorize Mitchellwood to disclose your personally identifiable information where reasonably necessary in connection with the foregoing.
These Terms, as amended from time to time by Mitchellwood, shall remain effective until terminated by you or Mitchellwood. Upon termination of these Terms for any reason, you must cease use of your Account(s), cease accessing the Platform, Services and Content, delete the App (if applicable) and promptly delete, purge and destroy all electronic and other copies of any Content.
This Platform is operated from, and Mitchellwood is located in, the Province of British Columbia, Canada. By electing to access the Platform, Services or Content from any jurisdiction outside of Canada, you accept full responsibility for ensuring that your use of the Platform, Services or Content is in compliance with all laws applicable within that other jurisdiction. Mitchellwood makes no representation that materials, products and services available on or through the Platform, Services or Content are appropriate or available for use in jurisdictions outside of Canada. You are not permitted to access the Platform, Services or Content from any jurisdiction in which the Content is illegal or accessing the Platform, Services or Content is illegal. You may not use, export or re-export any materials, including any Content, from the Platform or Services in violation of any applicable laws or regulations.
Waiver and Severability
In the event that any provision of the Terms shall, in whole or in part, be determined to be invalid, unenforceable or void by a court of competent jurisdiction, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in anyway the remainder of such provision or any other provision of the Terms.
Any notices or other communications permitted or required hereunder, including but not limited to modifications to these Terms or any policy or guarantee referred to herein, will be in writing and given by Mitchellwood (i) via email (in each case to the email address provided by you for your Account(s)) or (ii) by posting to the Platform. Notice delivered by email will be deemed to have been received on the date on which such notice is transmitted.
Governing Law and Venue
These Terms and your legal relationship with Mitchellwood shall be governed by and construed in accordance with the laws of the Province of British Columbia, together with the federal laws of Canada applicable therein, without regard to its conflicts of laws principles. These Terms shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. The controlling language of these Terms is English.
You and Mitchellwood agree to submit to the exclusive jurisdiction of the courts of British Columbia situated in the city of Kelowna with respect to any claim, proceeding or action involving the violation of these Terms, provided that Mitchellwood may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.
You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law except with the prior express written consent of Mitchellwood, which consent may be withheld in Mitchellwood’s sole discretion, and any attempted assignment in violation of the foregoing is void. Mitchellwood may assign any or all of its rights and obligations hereunder to an affiliate, subsidiary or a successor in title to the Platform or the business and undertaking of Mitchellwood.
These Terms shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.
The provisions of these Terms which require or contemplate performance after the expiration or termination of these Terms shall remain enforceable notwithstanding such expiration or termination.