II. About LIV NorthLIV North is an [Ontario]-based company in the Its offices are located at 7115 Tomken Road, Ontario Canada, L5S 1R7. For more information, visit https://livnorth.com.
III. Mandatory Arbitration ]IMPORTANT NOTICE REGARDING ARBITRATION: PURSUANT TO THESE TERMS, THE PARTIES ARE AGREEING TO MANDATORY ARBITRATION THAT REQUIRES THE PARTIES RESOLVE ANY DISPUTE BETWEEN THEM THROUGH FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, AND REQUIRING THE PARTIES TO FOREGO JURY TRIALS, CLASS ACTIONS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY AND EVERY KIND. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE PROVISIONS RELATING TO ARBITRATION AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THESE PROVISIONS. Mandatory Binding Arbitration of Disputes. The parties agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or arising in connection with the Platform or in connection with the relationship between the parties relating in any way to any of the foregoing (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a court of law in any jurisdiction and not in a class, representative or consolidated action or proceeding. Arbitration Agreement. The provisions set out in this Section II shall be referred to as the “Arbitration Agreement” in these Terms. Reason for Arbitration. The parties have chosen to resolve Disputes through arbitration as set out in the Arbitration Agreement to ensure that any Dispute between the parties is resolved in an expedient and cost-effective manner. Both parties agree and acknowledge that while the arbitration process may not have all the benefits of having a matter resolved through the courts the parties have decided that time and cost considerations are paramount, and on that basis, the parties are willing to forego any additional benefits that may be available by having any Dispute resolved through the courts. Class Action and Jury Waiver. YOU AND LIV North AGREE THAT EACH PARTY IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND LIV North AGREE IN WRITING, YOU AND LIV North MAY BRING CLAIMS AGAINST THE OTHER ONLY BY WAY OF ARBITRATION AND ONLY IN YOUR AND ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is to be resolved through arbitration, the Arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If the foregoing sentence is found to be unenforceable, then the entirety of this section (Class Action and Jury Waiver) of the Arbitration Agreement shall be null and void. This arbitration provision shall survive termination of these Terms. Arbitration Act and Rules. You and LIV North agree that the Arbitration Act, 1991 (Ontario) (the “AA”) will govern the interpretation, applicability, validity, enforceability and formation of the Arbitration Agreement, including any claim that all or any part of the Arbitration Agreement is void or voidable, notwithstanding any choice of law or other provision in these Terms. The parties agree that the AA and the Canadian Arbitration Association Arbitration Rules (the “Rules”) of the Canadian Arbitration Association shall pre-empt all provincial laws with respect to the Arbitration Agreement to the fullest extent permitted by law. If the AA and the Rules are found to not apply to any issue that arises under the Arbitration Agreement or the enforcement thereof, then the laws of the Province of Ontario shall apply, without regard to its conflict of laws provisions. Arbitrator. You and LIV North further agree that the arbitrator (“Arbitrator”), and not any federal, provincial, or local court or agency, shall have exclusive authority to resolve any Disputes concerning the interpretation, applicability, enforceability or formation of the Arbitration Agreement. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Arbitration Specifics. The arbitration will be referred to and finally resolved by arbitration by the Canadian Arbitration Association under the Rules then in effect, except as modified by the Arbitration Agreement. The arbitration shall take place in Toronto, Ontario. The arbitral tribunal shall consist of one arbitrator. If the parties are unable to agree on an arbitrator, then one shall be appointed in accordance with the Rules. The language of the arbitration shall be in English. The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of the arbitrator shall be divided equally between the parties. Injunctive Relief. Nothing herein shall preclude any party from seeking injunctive relief in the event that the party perceives that without such injunctive relief, serious harm may be done to the party. Nothing herein precludes the parties from first attempting to have the matter resolved through mediation, although neither party shall be required to submit to mediation. Changes to Arbitration Agreement. Notwithstanding the provisions of Section XVIII “Changes to Terms” below, in the event there are any changes to this Section II, and therefore the Arbitration Agreement, after notice of a Dispute has been delivered by one party to the other then the version of the Arbitration Agreement in effect at the time of the notice shall be the version of the Arbitration Agreement that governs the arbitration of the Dispute.
IV. Intellectual Property RightsDefinitions. For purposes of these Terms: (i) “Content” means text, photographs, graphics, images, videos, logos, data, software, music, audio, works of authorship of any kind, information and any other material; and (ii) “User Content” means any Content that users of the Platform (including you) may create, generate, upload, post, store, display or otherwise make available in connection with the Platform; and (iii) “LIV North Content” means any Content, other than User Content, that LIV North may create, generate, upload, post, store, display or otherwise make available in connection with the Platform, including LIV North trademarks, service marks and copyrights, whether owned by or licensed to LIV North. License Granted by LIV North. Subject to your compliance with these Terms, LIV North grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to access and use the Platform and to access and use the Content solely in connection with your permitted use of the Platform, and solely for your personal and non-commercial purposes. All Other Rights Reserved. LIV North expressly reserves all intellectual property rights in the LIV North Content and the Platform. Other than the limited license granted in the previous paragraph, nothing contained within the Platform grants or should be construed as granting any license or right to use the LIV North Content or the Platform for any purpose without the express written consent of LIV North.
V. Ownership, Responsibility, and RemovalOur Content Ownership. LIV North does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, LIV North and its licensors exclusively own all right, title and interest in and to the Platform and LIV North Content, including all associated intellectual property rights. You acknowledge that the Platform and LIV North Content are protected by copyright, trademark, and other laws of Canada, the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or LIV North Content. Rights in User Content Provided by You. By making any User Content available through the Platform, you hereby grant to LIV North a non-exclusive, irrevocable, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify (for formatting purposes only), distribute, publicly display and publicly perform your User Content in connection with the operation of the Platform. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use or the provision of your User Content through the Platform, nor any use of your User Content by LIV North on or through the Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Removal of User Content. User Content may continue to exist on the Platform. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
VI. Prohibited ActivitiesProhibited Use of the Platform. You may use the Platform only for lawful purposes and in accordance with these Terms. You may not use the Platform:
to violate any applicable law or regulation;
to infringe the rights of any third party, including without limitation, intellectual property, privacy, or contractual rights;
for any purpose that is unlawful or prohibited by these Terms;
to cause harm or damage to any person or entity;
to interfere with the proper operation of the Platform; or
to upload, post or transmit any material that violates any law, infringes on the rights of any third party or contains defamatory, libelous, abusive, threatening, obscene or otherwise objectionable material (as determined by LIV North in its sole discretion).Prohibited Activities. You agree that you will not, directly or indirectly, and will not permit any third party to, directly or indirectly, in any manner whatsoever:
use, copy, broadcast, distribute, upload, post or share any LIV North Content or any part of the Platform in any way except in connection with the permitted uses of the Platform;
rent, lease, loan, license or sublicense any of the LIV North Content or the Platform or permit any third party to access any LIV North Content or the Platform, in any manner whatsoever;
modify, enhance, create adaptations or derivative works of any of the LIV North Content or the Platform;
assign these Terms or otherwise transfer any App to any third party;
disassemble, decompile, reverse engineer or otherwise attempt to generate any source code for any of the Platform;
permit any LIV North Content or any of the Platform to be used for the benefit of any third party; or
use any of the LIV North Content or the Platform except as authorized herein and only as described in any associated documentation.Service-Bureau Services. You may not use or permit the use of any of the Platform for the benefit of any third party, including without limitation, to provide service-bureau, software rental, subscription service, time-sharing, outsourcing, application service provider or any other type of services for the benefit of any third party. Compliance with Laws. You acknowledge that you are solely responsible for compliance with all applicable laws and regulations concerning your use of the Platform. We do not represent or warrant that the Platform or its use is in compliance with all applicable laws and regulations and specifically disclaims all such representations, warranties and conditions.