Terms and Conditions of Use

Everyone using representi must agree to the below terms.

Date of last revision: August 25 2017

These terms and conditions of use (the “Agreement”) forms a legally binding agreement between you and James Lewis (hereafter “Representi”, “we”, “our”, “us”). You must read the terms and conditions of use set out below carefully before using the representi.com website (the “Site") or accessing any of the services provided on the Site (the “Service”). By accessing, browsing, subscribing to or otherwise using the Site, you agree to comply with the terms and conditions of this Agreement, as may be amended by Representi from time to time in its sole discretion. If you do not agree with any of the terms and conditions set out herein, you must not use the Site or the Service.

THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

1. DESCRIPTION OF SERVICE

The Site provides a web-based Service that allows users to interact or chat with software provided by Representi.

2. APPLICATION

“You”, “your” or “User” means an adult user of the Service (as defined herein) acting independently or as parent or guardian for any minor whom you allow to access the Service and for whom you agree to be held strictly responsible and liable.

The Site and Service are intended solely for users who are 13 years of age or older, and any use or access to the Site by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement. We may delete any content or information that you have posted on or through the Site, and/or prohibit you from using or accessing the Site (or any portion, aspect or feature of the Site) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if we have any reason to believe that you are under 13.

If you are under the greater of 18 years of age or the age of majority in your jurisdiction, you may use the Site only if you either are an emancipated minor (where that term is legally effective), or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

By accessing or using the Site you agree that you have read, understand and agree to be bound by this Agreement, whether or not you are a registered User.

3. AMENDMENTS TO TERMS OF USE AND THE SERVICE

We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to the Agreement on the Site and will indicate at the top of this page the date the Agreement was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revisions, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly check the Site to determine if there have been changes made and to review such changes.

6.PRIVACY POLICY

Representi’s collection, use and disclosure of content entered by a User is governed by its Privacy Policy, available at  Privacy Policy . Personal information entered as User Content (as defined below) will not enhance your experience of the Service. You agree not to enter any personal information, or any information that can identify you as an individual, when using the Service. To the extent that you do enter any such personal information, you agree that you will be and remain solely responsible for any such personal information entered, and that Representi will not be held liable for the collection, use disclosure or protection of any such personal information, and that you will indemnify Representi from any and all liability related in any way whatsoever from your Posting (as defined below) of such personal information.

7. OWNERSHIP AND RESPONSIBILITY WITH RESPECT TO USER CONTENT

Representi does not endorse, support, represent or guarantee the accuracy or reliability of any communications or content posted on the Service or endorse any opinions expressed via the Service.

You are solely responsible for the journal entries, messages, information, notes, text, and other content (collectively, the “User Content”) that you enter or upload (hereinafter “Post”) on or through the Service. You understand and agree that Representi may, but is not obligated to, review and delete or remove, without notice, any shared User Content in its sole discretion, including, without limitation, User Content that in the sole judgment of Representi violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. You also agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of any User Content.

With respect to any User Content posted by you, you hereby grant, and you represent and warrant that you have the right to grant, to Representi an irrevocable, perpetual, non-exclusive, transferable, fully paid, royalty-free, worldwide license (with the right to sublicense) to use such User Content but only to the extent required to provide the Service and to develop, improve and expand the Service and provide new Services.

You acknowledge and agree that Representi may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Representi, its users and the public.

8. GENERAL USER CONDUCT

You acknowledge and agree that the Service is available for your personal, non-commercial use only.

You represent, warrant and agree that no materials of any kind Posted or shared by you through the Service will violate or infringe the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful material. You agree that you will not use the Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service.

You further agree not to use the Service or the Site to:

(a) harvest or collect email addresses or other contact information of Users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

(b) use automated scripts to collect information from the Service or for any other purpose;

(c) upload, Post, transmit, share or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;

(d) upload, Post, transmit, share or otherwise make available any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

(e) Register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity;

(f) impersonate any person or entity, including but not limited to a person or entity affiliated with Representi, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;

(g) upload, Post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, surveys, contests, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(h) upload, Post, transmit, share or otherwise make publicly available on the Service any private or personal information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, Social Insurance numbers, and credit card numbers;

(i) solicit personal information from anyone under 18 or solicit passwords or personal information for commercial or unlawful purposes;

(j) collect or store personal information about other Users;

(k) upload, Post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(l) advertise or offer to sell any goods or services for any commercial purpose unless you have Representi’s written consent to do so;

(m) download any file that you know, or reasonably should know, cannot be legally obtained in such manner;

(n) interfere with or disrupt the Service, or any of our other sites, servers, or networks, or disobey any requirements, policies, or regulations of networks connected to the Service;

(o) forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through our Service or to manipulate your presence on our Service;

(p) take any action that imposes an unreasonably or disproportionately large load on our infrastructure;

(q) intentionally or unintentionally violate any applicable local, State, Provincial, national or international law;

(r) upload, Post, transmit, share or otherwise make available any material that encourages conduct that may constitute a criminal offence, give rise to civil liability or otherwise violate any applicable municipal, provincial, federal and international law and/or regulation; and

(s) in any way harass another.

ANY ATTEMPT TO DELIBERATELY DAMAGE THE SERVICE OR ANY RELATED WEBSITE MAY BE A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, REPRESENTI RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO CRIMINAL PROSECUTION.

10. LIMITATIONS ON USER CONTENT

The following limitations apply with respect to User Content:

(a) Users may not Post User Content that promotes pedophilia, incest and/or bestiality;

(b) Users may not Post User Content that exists for the primary purpose of either commercially distributing pornographic content, or directing traffic to sites whose purpose is the commercial distribution of pornographic content;

(c) Representi has a zero-tolerance policy against child pornography and will terminate the access of, and report to the authorities, any User who Posts or distributes child pornography;

(d) Users may not Post User Content that promotes hatred towards any group based on race, ethnic origin, religion, gender, disability, age, veteran status, sexual orientation and gender identity; and

(e) Users may not Post threats of violence or any physical or emotional harm against any person or group of people.

Notwithstanding the foregoing, you acknowledge and agree that by using the Service, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language or containing mature subject matter. You agree to use the Service at your sole risk and that Representi shall have no liability to you for content that may be found to be offensive, indecent or objectionable.

11. TERMINATION AND MODIFICATION

Representi may in its sole discretion and at any time discontinue or modify the provision of the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be affected without prior notice and acknowledge and agree that Representi may, for any reason, and without a refund to you of any Fees, immediately deactivate or terminate your Account and any or all User Content, information and files in your Account and/or bar any further access to such files or the Service. Further, you agree that Representi shall not be liable to you or any third party for any termination of your access to the Service, or modification, suspension or discontinuance of the Service.

You agree that Representi, at any time and in its sole discretion, may deactivate or terminate your Account (or any part thereof) or use of the Service, without a refund to you of any Fees, and remove and discard any User Content within the Service, if Representi believes that you have violated or acted inconsistently with the letter or spirit of the Agreement and/or Representi’s Privacy Policy.

Should you no longer desire to use the Service, you may deactivate your account by clearing the cache on your browser, or by clearing local storage while on the Site.

12. ACCOUNT REACTIVATION

If you have not violated any of the provisions of this Agreement or the Privacy Policy, and provided we have not terminated your Account in accordance with Section 11, you may create a new account by revisiting the Site. You will not be able to retrieve User Content created with any previous accounts.

13. PROPRIETARY RIGHTS IN SERVICE CONTENT

You acknowledge and agree that the Service and any software used in connection with the Service (the “Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Representi for use in accessing the Service.

All content on the Service, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Service Content”), are the proprietary property of Representi, its Users or its licensors with all rights reserved. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, Posted, transmitted or sold in any form or by any means, in whole or in part, without Representi’s prior written permission.

14. LIMITED LICENSE

Provided that you are eligible for use of the Service, you are granted a limited, non-exclusive, non-transferable license to access and use the Service and to download or print a copy of any portion of the Service Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact (the “License”). Except for your own User Content, you may not republish Service Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Service Content is strictly prohibited.

Such License is subject to this Agreement and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Service or the Service Content other than as specifically authorized herein, without the prior written permission of Representi, is strictly prohibited and will terminate the License granted herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise. The License is revocable at any time without notice and with or without cause.

15. TRADEMARKS

“representational intelligence” and representi, as well as all graphics, logos, designs, page headers, button icons, scripts and names associated with the Service are copyrighted in Canada and/or other countries by Representi or its licensors. Representi’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Representi.

16. COPYRIGHT INFRINGEMENT

If you believe that any material on the Service infringes upon any copyright which you own or control, you may send a written notification (scanned document such as pdf file) of such infringement to james@representi.com

To meet the notice requirements under the Digital Millennium Copyright Act (“DMCA”), the notification must be a written communication that includes the following:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) 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;

(d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an email address at which the complaining party may be contacted;

(e) a statement that the complaining party has 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

(f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

To meet the notice requirements under Canada’s Copyright Act, the notification must be a written communication that includes the following:

(i)   the claimant’s name and address;

(ii) the identity of the work to which the alleged infringement relates;

(iii)                     the claimant’s interest or rights in respect of the work;

(iv)the type of infringement claimed;

(v)  the electronic location data for which the alleged infringement relates; and

(vi)the date and time of the alleged infringing activity.

17. REPEAT INFRINGER POLICY

Representi has adopted a policy of terminating, in appropriate circumstances and at Representi’s sole discretion, Users who are deemed to be repeat infringers.

Representi may also at its sole discretion limit access to the Service and/or terminate the Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

18. CONTENT LINKED TO BY REPRESENTI

The sites displayed or linked to by Representi are developed by third parties over whom Representi exercises no control. Representi does not screen the sites for content before including them on the Service. Representi Users may link to sites and/or content that some people find objectionable, inappropriate, or offensive. Representi makes no representations or warranties of any kind regarding the content of such third party sites and does not guarantee that such content shall not include unintended or objectionable content and assumes no responsibility for the content of any site included in our lists or otherwise linked to by Representi. Representi shall not be responsible for the availability of such external sites or resources, or endorse or be liable for any content, advertising, products, or other materials on or available from such sites or resources.

You further acknowledge and agree that Representi shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked site or resource. You acknowledge and agree that you may be subject to the terms and conditions and/or privacy policies (“Third Party Terms”) associated with such linked sites or resources and Representi shall not be responsible or liable for your failure to comply with such Third Party Terms.

19. PARTICIPATION OF ADVERTISERS AND/OR MERCHANTS

You understand and agree that some or all of the Service may include advertisements. You also understand and agree that you will not obscure any advertisements from general view via HTML/CSS or any other means. By using the Service, you agree that Representi has the right to run such advertisements with or without prior notice, and without compensation to you or any other User. The manner, mode and extent of advertising by Representi on your User Content and throughout the Service shall be determined by Representi in its sole discretion.

From time to time, the Service may also contain promotions from third parties. As a result, you may have the opportunity from time to time to enter into correspondence with or participate in promotions offered by any advertisers and/or merchants displaying their products or services on the Service. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser and/or merchant. Representi assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.

20. DISCLAIMER OF WARRANTIES

REPRESENTI DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION, MATERIAL, DATA, PRODUCTS OR SERVICES DISPLAYED ON OR INCLUDED IN THE SERVICE. REPRESENTI DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION, MATERIAL, DATA, PRODUCTS OR SERVICES. REPRESENTI DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION, MATERIAL, DATA PRODUCTS OR SERVICES ON THE INTERNET THROUGH THE SERVICE OR IN RELATION TO THE SERVICE.

THE SERVICE, AND ALL MATERIALS, INFORMATION, DATA, PRODUCTS AND SERVICES INCLUDED IN THE SERVICE ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. REPRESENTI AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND IMPLIED WARRANTIES AND CONDITIONS ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE.

REPRESENTI AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE AND ALL MATERIALS, INFORMATION, DATA, PRODUCTS AND SERVICES INCLUDED IN THE SERVICE. REPRESENTI DOES NOT WARRANT THAT THE SERVICE OR ANY MATERIALS, INFORMATION, DATA, PRODUCTS OR SERVICES INCLUDED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

REPRESENTI AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICE AND ALL MATERIALS, INFORMATION, DATA, PRODUCTS AND SERVICES INCLUDED IN THE SERVICE. REPRESENTI AND ITS LICENSORS ALSO DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE. IN NO EVENT WILL REPRESENTI BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICE.

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL, DATA, INFORMATION, PRODUCTS AND SERVICES THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL, DATA, INFORMATION, PRODUCTS AND SERVICES.

SOME STATES OR PROVINCES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

21. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL REPRESENTI OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE SERVICE. SUCH LIMITATION OF LIABILITY FOR ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF REPRESENTI OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE, FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR ACCOUNT, FROM INABILITY TO USE THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE.

THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICE.

THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOU TRANSMISSIONS OR DATA.

THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO A USER FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT PAID, IN CASH, BY THAT USER FOR THE SERVICE DURING THE YEAR PRIOR TO ACCRUAL OF THE DAMAGES, LOSSES, OR CAUSES OF ACTION.

Without limiting the foregoing, under no circumstances shall Representi or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

22. INDEMNITY

You agree to indemnify, defend and hold harmless Representi and its subsidiaries and affiliates, and each of their directors, officers, employees, agents, representatives, licensors and licensees, from any damages, losses, costs and expenses (including legal fees), incurred in connection with any third party claim or demand arising out of your User Content, your use of the Service, your connection to the Service, your breach of this Agreement or your violation of any law or the rights of such third party. Representi reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate fully as reasonably required by Representi.

23. GOVERNING LAW

This Agreement and your use of the Service shall be governed and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, excluding the application of any rule or principal of conflict of law that might otherwise refer construction, interpretation, or the resolution of any dispute to the laws of another jurisdiction.

Any dispute arising under this Agreement shall be resolved exclusively by the courts located in Vancouver in the province of British Columbia. You agree not to bring any legal action against Representi in any jurisdiction except the province of British Columbia and you shall submit and consent to such jurisdiction.

24. GENERAL

This Agreement and the Privacy Policy constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. In the event of any discrepancy between this Agreement and the Privacy Policy, this Agreement shall govern and control. Any waiver of any provision of the Agreement will be effective only if in writing and signed by Representi. If any provision of this Agreement shall be deemed unlawful, invalid, or unenforceable by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. Your use of the Service is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between you and Representi other than that of independent contractors.