Terms of Service

Last updated: January 16, 2024

1. Your Relationship With Us

Welcome to KINGSWAY (the “Platform”), which is provided by KINGSWAY VIDEO SOLUTIONS LTD. (“KINGSWAY”, “we” or “us”).

You are reading the terms of service (the “Terms”), which govern the relationship and serve as an agreement between you and us and set forth the terms and conditions by which you may access and use the Platform and our related websites, services, applications, products and content (collectively, the “Services”). For purposes of these Terms, “you” and “your” means you as the user of the Services.

The Terms form a legally binding agreement between you and us. Please take the time to read them carefully.

2. Accepting the Terms

By accessing or using our Services, you confirm that you can form a binding contract with KINGSWAY, that you accept these Terms and that you agree to comply with them. Your access to and use of our Services is also subject to our Privacy Policy. By using the Services, you consent to the terms of the Privacy Policy.

If you are accessing or using the Services on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.

You can accept the Terms by accessing or using our Services. You understand and agree that we will treat your access or use of the Services as acceptance of the Terms from that point onwards.

3. Changes to the Terms

We amend these Terms from time to time, for instance when we update the functionality of our Services, ,or when there are regulatory changes. We will use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on our Platform, however, you should look at the Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services.

4. Your Account with Us

To access or use some of our Services, you must create an account with us. You may only create one Account per email address. When you create this account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us, to keep such information current and complete.

It is important that you keep your account password confidential and that you do not disclose it to any third party. If you know or suspect that any third party knows your password or has accessed your account, you must notify us immediately.

You must be at least 18 years old or the applicable age of majority in your jurisdiction, to create an Account or use our Services. Individuals under the applicable age must at all times use our Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, such parent or legal guardian is the user and is responsible for any and all activities under the Account.

You agree that you are solely responsible (to us and to others) for the activity that occurs under your account.

We reserve the right to disable your user account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third party rights, or violate any applicable laws or regulations.

If you no longer want to use our Services again, and would like your account deleted, contact us. We will provide you with further assistance and guide you through the process. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.

5. Our Services

The services covered by this Agreement include services that we make available for no fee (the “Free Services” ), and services that we make available for a fee (the “Paid Services” ). The Free Services and the Paid Services are referred to collectively in this Agreement as the “Services.” Each Free Service and Paid Service is referred to individually as a “Service.”

We may, at our sole discretion, at any time and without notice: (a) begin charging fees for a Free Service, in which case such Service shall thereafter be deemed a Paid Service, and/or (b) cease charging fees for a Paid Service, in which case such Service shall thereafter be deemed a Free Service.

6. FEES

6.1 Service Fees

In consideration of your use of any of the Paid Services, you agree to pay the fees set forth on the applicable Service Description.

Fees for any new Service or new Service feature shall be effective upon posting by us on the Site for the applicable Service. We may increase or add new fees for any existing Service or Service feature or implement a fee for any previously Free Service or Free Service feature, by giving you advance notice. Such notice shall be posted on the Site on the Service Description page for the affected.

You agree that you are responsible for checking the Site each month to confirm whether there are any new fees and their effective date(s).

6.2 Payment

We may specify the way you shall pay any fees, and any such payment shall be subject to our general accounts receivable policies from time to time in effect.

All amounts payable by you under this Agreement shall be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally, you shall provide us with documentation evidencing that the withholding and deducted amounts have been paid to the relevant taxing authority.

7. LICENSE GRANT

Subject to your acceptance of and compliance with this Agreement and with the payment requirements for the Services that are set forth in the applicable Service Description (as such payment terms may be updated from time to time), we hereby grant you a limited, non-exclusive, non-transferable, non-sublicenseable right and license, in and under our intellectual property rights, to (i) access and use the Site and Services during the Term, and (ii) to access, install, copy and use the KINGSWAY Properties solely in connection with and as necessary for your use of the subject Services.

8. Your Access to and Use of Our Services

Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. You may not:

access or use the Services if you are not fully able and legally competent to agree to these Terms;
make unauthorised copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services or any content included therein, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;
interfere with or attempt to interfere with the proper working of the Services, disrupt our website or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;
impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Services;
intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
use or attempt to use another’s account, service or system, or create a false identity on the Services;
use the Services to upload, transmit, distribute, store or otherwise make available in any way: files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
any unsolicited or unauthorised advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation;
any private information of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document (e.g., National Insurance numbers, passport numbers) or credit card numbers;
any material which does or may infringe any copyright, trade mark or other intellectual property or privacy rights of any other person;
any material which is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory;
any material that would constitute, encourage or provide instructions for a criminal offence, dangerous activities or self-harm;
any material that is deliberately designed to provoke or antagonise people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people;
any material that contains a threat of any kind, including threats of physical violence;
any material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability or sexuality;
any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; or
material that, in the sole judgment of KINGSWAY, is objectionable or which restricts or inhibits any other person from using the Services, or which may expose KINGSWAY, the Services or its users to any harm or liability of any type.

We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion. Some of the reasons we may remove or disable access to content may include finding the content objectionable, in violation of these Terms, or otherwise harmful to the Services or our users.

9. Intellectual Property Rights

We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Services, you agree not to use the Services to infringe on any intellectual property rights. We reserve the right, with or without notice, at any time and in our sole discretion to block access to and/or terminate the accounts of any user who infringes or is alleged to infringe any copyrights or other intellectual property rights.

10. TERM, TERMINATION, AND SUSPENSION

10.1 Term

The term of this Agreement (“Term”) shall commence, and you may begin using the Services, when you agree to these Terms of Service by completing the registration process for your Account and begin to use the Services, or by clicking to agree to these Terms of Service when the option is made available to you. This Agreement shall remain in effect until terminated by you or us in accordance with this Section 10.

10.2 Termination by You for Convenience

You may terminate this Agreement for any reason or no reason at all, at your convenience, by:

(a) providing us written notice of termination ,

(b) closing your Account for any Service for which we provide an Account closing mechanism, or

(c) with respect to a Trial Account, through no action other than letting the trial period expire and never again accessing your Account.

10.2.1. Account Closure

If a Paid Service is subject to a minimum Service term, or has been prepaid for a defined period, your Account shall be closed immediately when at the end of the minimum Service term described in the applicable Service Description on the Site at the time of purchase, or at the end of the prepaid period.

If such Paid Service requires termination (cancellation) for your decision to close your Account , your Account shall be closed at the end of the advance notice of termination (cancellation) period.

Upon termination, all of your stored content and channels shall be removed from KINGSWAY’s servers and systems.

No refunds of prepaid, unused fees shall be issued due to your decision to close your Account unless (a) KINGSWAY has suffered a general problem which prevented you from using your Account for a period of at least seventy-two (72) consecutive hours, or (b) you have encountered other issues with access to the Site and our support team has been unable to resolve such issues in the seven (7) day period after your issue is reported. No refunds will be issued due to Account closure if you didn’t face issues using our Services; we have the absolute right to decline to issue a refund.

10.2.2. To Terminate (Cancel) any of the Paid Plans

You must send an email from the email account used to access your KINGSWAY dashboard to service@43.139.50.103 instructing us to cancel the Account. Upon receiving and processing the notice, the Account shall be closed per Section 10.2.1. above.

When terminating a more expensive Monthly Plan to downgrade to a less expensive Monthly Plan, or when changing plan types at your request, you agree that no refunds or credits shall be provided.

10.3 Termination or Suspension by Us Other Than for Cause

10.3.1. Free Services

We may suspend your right and license to use any or all Free Services or, if you are only using Free Services, terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time, immediately upon notice to you in accordance with the notice provisions set forth in Section 15.2 below.

10.3.2. Paid Services

We may suspend your right and license to use any or all Paid Services, or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time by providing you thirty (30) days advance notice in accordance with the notice provisions set forth in Section 15.2 below.

10.4 Termination or Suspension by Us for Cause

We may suspend your right and license to use any individual Service or any set of Services, or terminate this Agreement in its entirety (and, accordingly, your right to use all Services), for cause, effective as set forth below:

10.4.1. Immediately upon our notice to you in accordance with the notice provisions set forth in Section 15.2 below if:

you attempt a denial of service attack on any of the Services,
you seek to hack or break any security mechanism on any of the Services or we otherwise determine, in our sole discretion, that your use of the Services or the KINGSWAY Properties poses a security or service risk to us, to any other user of the Services, to any of our customers or their respective customers, or may subject us or any third party to liability, damages or danger,
you otherwise use the Services in a way that disrupts or threatens the Services,you are in default of your payment obligations hereunder,we determine, in our sole discretion, there is evidence of fraud with respect to your Account,we receive notice or we otherwise determine, in our sole discretion, that you may be using Services for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriates our rights or the rights of any third party,Your access to and use of the Services violate these Terms or all applicable laws and regulations,
we determine, in our sole discretion, that our provision of any of the Services to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

10.4.2. One (1) business day following our provision of notice to you in accordance with the notice provisions set forth in Section 15.2. below if you are in default of any payment obligation with respect to any of the Services, or if any payment mechanism you have provided to us is invalid or cancelled, or if charges are refused for such payment mechanism, and you fail to cure such payment obligation default or correct such payment mechanism problem within such 1-day period and do not have a sufficient credit balance to cover the obligation.

10.4.3. Five (5) days following our provision of notice to you in accordance with the notice provisions set forth in Section 15.2. below if you breach any other provision of this Agreement and fail, as determined byus, in our sole discretion, to cure such breach within such 5-day period.

10.5 Effect of Suspension or Termination

10.5.1. Suspension: Upon our suspension of your use of any Services, in whole or in part, for any reason:, (a) fees shall continue to accrue for any Services that are still in use by you (including support), notwithstanding the suspension, (b) you remain liable for all fees, charges and any other obligations with respect to the Services you have incurred through the date of suspension, and (c) all of your rights and licenses with respect to the applicable Services shall be terminated during the period of the suspension.

10.5.2. Termination: Upon termination of this Agreement for any reason: (a) you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services, and (b) all of your rights and licenses under this Agreement shall immediately terminate.

10.6 Data Preservation in the Event of Suspension or Termination

10.6.1. In the Event of Suspension Other Than for Cause: In the event of a suspension by us of your access to any Service for any reason other than a for cause suspension under Section10.4.1, during the period of suspension we shall not take any action to intentionally erase any of your data stored on the Services.

10.6.2. In the Event of Termination Other Than for Cause: In the event of any termination by us of any Paid Service or any set of Paid Services, or termination of this Agreement in its entirety, other than a for cause termination under Section 10.4.1: (a) we shall not take any action to intentionally erase any of your data stored on the Services for a period of thirty (30) days after the effective date of termination, and (b) your post termination retrieval of data stored on the Services shall be conditioned on your payment of Service data storage charges for the period following termination, payment in full of any other amounts due us, payment in advance for any professional services we perform to assist your retrieval of data, and your compliance with terms and conditions we may establish with respect to such data retrieval.

10.6.3. In the Event of Other Suspension or Termination: Except as provided in Sections10.6.1. and 10.6.2. above, we shall have no obligation to continue to store your data during any period of suspension or termination or to permit you to retrieve the same.

10.7 Post-Termination Assistance

Following a termination under Section 10.2. or under Section 10.3., you shall be entitled to take advantage of any post-termination assistance we may generally make available with respect to the Services. We may also endeavor to provide you unique post-suspension or post-termination assistance, but we shall be under no obligation to do so. Your right to take advantage of any such assistance, whether generally made available with respect to the Services or made available uniquely to you, shall be conditioned upon your acceptance of and compliance with any fees and terms we specify for such assistance.

11. Indemnity

You agree to defend, indemnify, and hold harmless KINGSWAY, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representation and warranties under these Terms.

12. EXCLUSION OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” AND WE MAKE NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO THEM. IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:

YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;
YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND
DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE

13. Disclaimers

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site shall be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT YOUR USE OF THE KINGSWAY PROPERTIES, THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK.

WE WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN THEIR PERFORMANCE DUE TO ANY CAUSE BEYOND THEIR REASONABLE CONTROL, INCLUDING ACTS OF WAR, ACTS OF GOD, ACTS OF THIRD PARTIES, EARTHQUAKE, FLOOD, EMBARGO, RIOT, SABOTAGE, LABOR SHORTAGE OR DISPUTE, GOVERNMENTAL ACT, POWER FAILURE OR FAILURE OF THE INTERNET OR COMPUTER EQUIPMENT.

The Site and/or the Services may contain links to websites that are not under our control ( “Third Party Sites” ). We are not responsible for the contents or functionality of any Third Party Sites or any website that can be accessed via links on any Third Party Site. We provide these links to you as a convenience and the inclusion of any such links does not constitute or imply our endorsement or validation of any Third Party Site.

14.LIMITATION OF LIABILITY

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

SUBJECT TO THE PARAGRAPH ABOVE, WE SHALL NOT BE LIABLE TO YOU FOR:

(I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY); (II) ANY LOSS OF GOODWILL; (III) ANY LOSS OF OPPORTUNITY; (IV) ANY LOSS OF DATA SUFFERED BY YOU; OR (V) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU. ANY OTHER LOSS WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO KINGSWAY WITHIN THE LAST 12 MONTHS.

ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:

ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE;
ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION;
OR YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.

IF DEFECTIVE DIGITAL CONTENT THAT WE HAVE SUPPLIED DAMAGES A DEVICE OR DIGITAL CONTENT BELONGING TO YOU AND THIS IS CAUSED BY OUR FAILURE TO USE REASONABLE CARE AND SKILL, WE WILL EITHER REPAIR THE DAMAGE OR PAY YOU COMPENSATION. HOWEVER, WE WILL NOT BE LIABLE FOR DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.

THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

15. NOTICES

15.1 To You

Except as otherwise set forth herein, notices made by us to you under this Agreement that are applicable to our customers generally (e.g., notices of updated fees, etc.) shall be posted on the Site.

Notices made by us under this Agreement for you or your Account specifically (e.g., notices of breach and/or suspension) shall be provided to you via the email address provided to us in your registration for the Services or in any updated email address you provide to us in accordance with standard Account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you shall be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email.

By creating an Account, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

15.2 To Us

Contact Email：service@43.139.50.103

Mailing Address：9016 207A STREET LANGLEY BC V1M 2R2 CANADA

16. MISCELLANEOUS PROVISIONS

16.1 Governing Law and Jurisdiction

All matters relating to the Site and this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Canada without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Site shall be instituted exclusively in the federal courts of the British Columbia, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

16.2 Third Party Activities

If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, you shall be deemed to have taken the action yourself.

16.3 Severability

If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision shall be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

16.4 Section Headings

The descriptive headings of this Agreement are for convenience only and shall be of no force or effect in construing or interpreting any of the provisions of this Agreement.

16.5 Waivers

The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.