READ CAREFULLY. THESE TERMS AND CONDITIONS ("TERMS” OR “AGREEMENT") ARE A LEGALLY BINDING CONTRACT BETWEEN YOU (“END USER”, “MEMBER’, "YOU" AND "YOUR") AND THE FUTURA LOYALTY GROUP INC. ("PROGRAM ADMINISTRATOR," "WE," "US," OR "OUR") FOR PARTICIPATION IN THE FUTURA LOYALTY GROUP INC., REWARDS PROGRAM (THE “PROGRAM”)."
By clicking the check-box next to the icon below marked "i accept”, or by enrolling as a member of the Program, or by continuing to use the Program, you are indicating that you have read this Agreement, that you understand it, and that you consent to be bound by all of its terms and conditions, including the warranty disclaimers, the limitations of liability and termination provisions below and that your use of this site and your participation in the program is subject to this Agreement. If you do not agree to such terms, do not continue to enroll as a member and exit now. This Agreement contains details about the relationship between you and the Program Administrator, as it relates to your participation in the Program.
To be authorized to participate in the Program, you must be
i. a natural person (no corporations, partnerships or other legal entities),
ii. resident in Canada,
iii. you must have reached the age of majority in your province or territory of residence, or, if required, obtained the consent of a parent or guardian, and
iv. you must first be a registered member of the Program in full compliance with the Agreement. You agree that it is your responsibility to keep your Member information current, complete and accurate by periodically updating your information in the appropriate section of the Program website.
Subject to this Agreement, the Program Administrator hereby grants you a non-exclusive, non-transferable license (without the right to sublicense) for so long as you participate in the Program and adhere to this Agreement, to access, participate in and use the Program. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement.
This Program is free to join. Some of the businesses that will participate in the Program (each a "Contributing Company") by offering a cash equivalent reward representing a portion of Members' purchases at or with those businesses (an “Offer”) may charge fees with respect to some of their Offers related to the Program, including, but not limited to, shipping and handling, transfer fees and additional fees. Any such fees will be disclosed in the description of those Contributing Companies' Offers, and each Contributing Company reserves the right to change such fees or institute new or additional fees in the future. We reserve the right to change these fees or to change additional fees in the future. We will notify you of any change in fees by placing a note at the bottom of the home page for the Program. If you participate in our mail-in redemption channel, a processing fee of $2.00 will be charged for mail-in redemptions that have a cumulative redemption amount under $10.00 per applicable redemption period."
You agree to comply with this Agreement, and all other policies and rules as set forth in Program materials, including materials of Contributing Companies, either in print or on the Program website (collectively, the "Policies"). The Policies, including any amendments, which may be made from time to time, are hereby incorporated by reference into this Agreement. The Program Administrator may modify this Agreement or the Policies at any time either with or without notice. Your continued use of the Program thereafter will constitute acceptance of any such amendment. Futura specifically reserves the right to amend, alter, withdraw or terminate the Futura Rewards Program (in whole or in part) any program benefit or award or these terms and conditions with or without notice. Any such changes may affect Futura Rewards which a member has already accumulated as well as any future accumulation of Futura Rewards.
5. No Unauthorized Use of the Program
You agree to comply with this Agreement, and you will not, and will not permit others to:
a. provide any unauthorized third party with access to the Program or any information, data, text, links, images, software, chat, communications and other content available through the Internet and proprietary to the Program (collectively, "Content") by any means;
b. modify, reverse engineer, reverse assemble or decompile any of the software applications used by you in connection with your participation in the Program;
c. engage in any activity that does not comply with Canadian law or other applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Program;
d. introduce into the Program any code intended to disrupt the Program, alter or delete its Content, access confidential Content on the Program website or interfere with the operation of the Program, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses;
e. post any material in any form whatsoever on the Program website or within the Program that is defamatory, obscene or otherwise unlawful or violates any third party's right of privacy or publicity;
f. infringe any third party's patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Program.
You will maintain the confidentiality of the user IDs and passwords by which you access the Program, and will allow access to the Program only by authorized persons, and not by any program, expert system, electronic agent, "bot" or other automated means. Any use of your assigned user IDs or passwords will be deemed to be your use. If there is a breach of security through your account, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your user ID and password is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction. You will not permit any use of the Program that would damage, interfere with or unreasonably overload the Program. You acknowledge that the Program Administrator will not contact you to solicit your user ID or password or any other sensitive information such as a bank account or credit card number.
You are fully responsible for:
i. the online conduct of an authorized minor,
ii. controlling the authorized minor’s access to and use of the website and any products or services offered on the website, and
iii. the consequences of any misuse of the website or any products or services offered on the website by the authorized minor.
6. Rewards and Bonuses for Personal Use Only
You agree that rewards can only be redeemed through your purchase of products and services and not as a service to others or by arranging for purchases on behalf of others. Gathering or collecting receipts, UPCs, or other proof of purchases from non-Members of the Program for redemption is prohibited. The Program Administrator has the right to monitor redemption activity and disallow redemptions of rewards that are deemed by the Program Administrator, acting reasonably, to have been obtained through unauthorized use of the Program. (Please note – Sign up Bonuses are intended only for the original Members who received them and cannot be transferred to another Member’s account.)
Discontinuation or Suspension of Use
We may, at our sole discretion, at any time and without prior notice:
a. discontinue transmitting all or any part of the Content related to the Program;
b. change, discontinue or limit access to the Program or any functionality, feature or other component of the Program; or
c. suspend or terminate your use of or access to the Program upon giving you notice of such suspension or termination if we reasonably believe you have breached this Agreement.
Contributing Company Offers And Payment of Contributions
As a result of your participation in this Program, you will accumulate merchant and credit card rebates in the form of "Futura Rewards” - a proprietary reward system that assigns a non-cash value to each eligible Member transaction. Upon accumulation of 100 Futura Rewards, said Futura Rewards are eligible for redemption on a "One Futura Reward = $1 Canadian dollar" basis. When directed by you, the Program Administrator will redeem your Futura Rewards for the eligible cash reward and direct payment of the reward to you or as directed by you. Contributing Companies may impose conditions or restrictions different from, or in addition to, those described on the pages of the Program website or in other promotional materials. The Program Administrator is not responsible for setting or maintaining the amount of the Offers by any Contributing Company or for requirements of any Contributing Company's program or Offer. Each Contributing Company has reserved the right to change at any time, and without notice, the amount or percentage of any Offers as well as the terms and conditions of any qualifying purchase. Your continued use of the Program thereafter will constitute acceptance of such terms and conditions. The Program Administrator does not represent or warrant that any particular Contributing Company will participate in the Program at the time you join the Program or at any time thereafter. For the purposes of this Agreement, a purchase is a "Qualifying Purchase" once all conditions in a Contributing Company's Offer with respect to that purchase, including any waiting periods, have been satisfied. The Program Administrator has the right to reserve any rewards accumulated or posted where such reward issuance is prohibited by law.
8. The Program Account
Futura Rewards you accrue as a result of Qualifying Purchases will be posted to your Program Account. The Program website will display a summary of activity in your Program Account. Generally, Futura Rewards will be posted to your Program Account within ninety (90) days of notice from a Contributing Company or your election to convert or redeem existing rewards from a Contributing Company's eligible rewards program. However, the Program Administrator will not be liable for damages resulting from any failure to post rewards to a Program Account in a timely manner. You acknowledge and accept that you are solely responsible for checking your Program Account regularly to verify that rewards have been properly posted. If you believe that a reward has not been properly posted to your Program Account, then you must inform the Program Administrator within 90 days of the Qualifying Transaction for which you are claiming that a reward should have been posted and must be able to provide proof of such transaction acceptable to the Program Administrator. The Program Administrator reserves the right, however, to determine, in its sole and absolute discretion, whether a reward should have been posted to your Program Account. You acknowledge that any such determination by the Program Administrator will be final and binding, without your consent. This Agreement will inure to the benefit and burden of the parties hereto and their permitted successors and assigns.
9. No Responsibility for Contributing Companies
You agree that the Program Administrator is not an agent of any Contributing Company and that Contributing Companies operate independently of, and are not under the control of the Program Administrator with respect to the Program or otherwise. Accordingly, we do not represent or warrant, or give any assurances, that any Contributing Company will provide a reward for any particular transaction even where such transaction would appear to qualify for such reward under either the Program or Contributing Company statements. We are not responsible for the failure of any Contributing Company to pay rewards in accordance with the terms of that Contributing Company's Offer. Further, your participation in Offers or promotions of, or correspondence with, any Contributing Company is solely between you and that Contributing Company. We do not assume any liability, obligation or responsibility for any part of any such correspondence, Offer or promotion, including without limitation the withdrawal or modification of any such Offer or promotion. Also, no Contributing Company assumes any liability, obligation or responsibility for our conduct with respect to the Program. No reward associated with any purchase from a Contributing Company will be earned unless and until the reward amount has been paid by such Contributing Company to the Program Administrator.
10. Retail Rewards
a. In the case of retail Contributing Companies ("Stores"), the Stores have agreed to provide Futura Rewards which are tracked through the use of qualifying payment mechanisms, such as credit card or collector card. The specific qualifying payment mechanisms will be specified on the Program website page for each particular Store. No rewards associated with any purchase from a Store will be earned unless and until the reward amount has been paid by such Store to the Program Administrator. For your convenience, the Program Administrator may post pending rewards to your Program Account prior to the payment of the reward amount to the Program Administrator. The Program Administrator reserves the right to reverse the posting of any reward in the event the applicable Store does not timely pay to the Program Administrator the associated reward amount and the applicable administration fees. The Program Administrator and or the Contributing Company reserve the right to change an Offer associated with a Store at any time, but no such change will affect any rewards earned prior to such change."
b. With regard to Qualifying Purchases you make with a qualifying payment mechanism at participating Stores, you acknowledge that the Futura Rewards Offer may not be valid with other rebate or loyalty program offers. Further, you expressly agree to forfeit and waive any right you may have to other rebate or loyalty program rewards which you may be eligible for through other loyalty programs if required. In case of a conflict of eligibility between other loyalty rewards and Futura Rewards, you will receive Futura Rewards at the discretion of the Contributing Company, and it will be your responsibility to determine which rewards are eligible; and
c. From time to time, certain consumer packaged goods (CPGs) brands, manufacturers and retailers may offer Futura Rewards in the form of coupons which can be printed from the Program website and redeemed in stores which accept manufacturers’ coupons. When you purchase an item and redeem the corresponding coupon, you will receive the face value of the coupon in your Futura Rewards account. You expressly agree not to reprint or copy any Program coupon and to only use said savings rebates for your own personal use.
11. Returning and Rescinding Contributions and Program Abuse
In our sole discretion, we may deduct rewards from your Program Account in order to make adjustments for returns and cancellations with respect to Qualifying Purchases. In the event that you have redeemed Futura Rewards from your Program Account and subsequently reverse the transaction with a Contributing Company that generated such rewards, or otherwise are required to return the rewards to the Contributing Company pursuant to the terms of the applicable offer, whether or not you are still participating in the Program, you will remain solely responsible for the repayment of the rewards credited from such purchase, and we may apply future rewards made for your benefit against such obligation and/or repay the amount of any such credited rewards from your Program Account. In the event you fail to repay such amount, we reserve the right to take any and all legal action necessary to collect the equivalent dollar amount from you, including but not limited to pursuing such claim in a court of law, employing a debt collection agency or reporting such claim to a credit reporting agency. We reserve the right to rescind rewards and to bar further rewards to, or terminate the Program membership of, any Member that we believe, in our sole discretion, is abusing or has abused the Program, including, without limitation, by engaging in a pattern of returning products after the corresponding reward has been credited, or creating or attempting to create or participating in any market in rewards, or engaging in or accepting any broad-based solicitation of rewards. Rewards are for personal use of Members and their families and collecting or soliciting to collect receipts, UPCs or other proof of purchases from non-Members is prohibited.
12. Account Adjustments
In the event of any unauthorized, abusive or fraudulent activity related to the Program, as determined by us in our sole discretion, we reserve the right to make any adjustments to your Program Account at any time. Any such adjustments, however, will be made in accordance with this Agreement, the Policies, any applicable laws, rules or regulations, and the terms of any Contributing Company Offers.
13. Use of Information
a. You acknowledge that in order to administer the Program and to inform you of participating Offers from Contributing Companies, we will collect information about you, your purchases from Contributing Companies and your purchasing preferences and patterns. You authorize Contributing Companies and their agents to disclose to us any and all information with respect to your purchases from such Contributing Company, as required to calculate the Futura Rewards earned by you and the administration fee payable by such Contributing Companies and to allow Contributing Companies to determine Offers based on aggregate consumer transaction data. In addition, by registering any credit card, debit card, charge card, or other unique account or identifier, you hereby authorize the Program Administrator and its agents to collect any and all information from any credit card processor, issuing bank or any available source with respect to the purchases made using such credit card, debit card, charge card, or other unique account or identifier. You authorize us to use any such information and to disclose any required information:
i. to our representatives and agents,
ii. to third parties within the Futura coalition and its service providers, where necessary or convenient for transfer or redemption of your accumulated rewards or otherwise in connection with the Program,
iii. to comply with requests, orders or subpoenas from courts of law or any regulatory, legislative or administrative bodies and
b. You authorize the Program Administrator, at the time you register a credit or debit card in the Program, to request authorization from the applicable credit, debit or charge card issuer for a transaction on such credit, debit or charge card in order to protect against fraud or other abuse; provided that the Program Administrator will reverse such transaction promptly upon receipt of authorization or rejection from the credit, debit or charge card issuer. You acknowledge and agree to this procedure and acknowledge that, during the period between authorization and reversal of such transaction, certain funds from your credit or debit card account may not be available for your use. The Program Administrator will have no liability to you for any losses or costs associated with the temporary unavailability of such funds.
Use of Contributions
14. Investment Accounts
The Program Administrator is not a registered broker-dealer and, therefore, does not engage in the distribution of securities or financial advice. To the extent any activities associated with the Program are required to be performed by a registered investment advisor or broker-dealer, such activities will be conducted by a registered investment advisor or registered broker-dealer of your choosing.
a. Investment Managers
Certain financial institutions (the "Investment Managers"), offer and administer various registered savings plans (such as RESPs, RRSPs and/ or scholarship trust savings plans or other allowable accounts designated from time to time by the Program Administrator such as accounts used to pay student debt, tuition or charitable giving (each such account or plan, an "Investment Account"), into which you may cause your rewards to be distributed, subject to such terms and conditions, including certain minimum investments, imposed by such Investment Managers. To transfer rewards to an Investment Manager, you must submit to the Investment Manager a separate account application and such other materials as the Investment Manager may require, and you must satisfy any terms, conditions or requirements imposed by such Investment Manager, in its sole discretion. We do not represent, warrant or guaranty that any Investment Manager will accept your account application, make available to you any particular investment, or accept contributions/deposits on your behalf from the Program Administrator. Investment Managers may impose conditions or requirements different from, or in addition to, any described on this website. Each Investment Manager has reserved the right to change at any time, and without notice, the terms, conditions and requirements relating to any investment it may offer. We do not represent or warrant that any particular Investment Manager will make available any particular investment at the time you join the Program or at any time thereafter. Contributing Companies have no role in establishing or administering the Investment Accounts. Upon your authorization, through the Program, transfers of your rewards to an Investment Account in accordance with this section will be made on your behalf, as directed, upon a minimum $100 Futura Rewards balance, or more or less often, at the discretion of the Program Administrator, in each case subject to any minimum investment requirements of the applicable Investment Manager or the Program Administrator, in accordance with the procedures we establish from time to time. You acknowledge and understand that your rewards will only be transferred to an Investment Account in accordance with the foregoing, and rewards will not be invested as directed by you until received by the Investment Manager in accordance with the terms and conditions of the agreement with the Investment Manager."
We disclaim all liability for any damages, including indirect or consequential, resulting from the disposition of rewards once such rewards have been transferred to the Investment Manager. We do not make any representation about, or assume responsibility for, the investment performance of any Investment Account, the risk of which is borne fully by you.
c. Other Uses of Rewards
As an alternative to investing in an Investment Account with an Investment Manager, You may choose to direct the Program Administrator to distribute rewards accumulated in your Program Account to another Member. You may direct that any or all of your Futura Rewards be transferred to the Futura Rewards Account of another Member in accordance with the procedures we establish from time to time.
d. No Agency
You acknowledge and accept that none of the Contributing Companies or the Program Administrator is the agent of any Investment Manager or Investment Account. You further acknowledge and accept that the Investment Managers will not have any liability, obligation or responsibility for the conduct of the Program Administrator with respect to the Program. In furtherance of the foregoing, you acknowledge and accept that the Investment Managers will not have any responsibility for or liability with respect to any rewards until such funds have been transferred to them.
15. Termination; Expiration or Forfeiture of the Program Accounts
a. This Agreement is effective when accepted by you, as described in the first paragraph of this Agreement, and will remain in effect and legally bind you and us until you or we terminate your membership in the Program. You may terminate your membership in the Program at any time in accordance with the procedures established on the Program website from time to time. We may terminate this Agreement without cause immediately after notice to you of such termination.
b. If your Program Account is inactive, you have not made an eligible transaction in the Program for twelve (12) consecutive calendar months, or if this Agreement has terminated, then the Program Administrator reserves the right to close your Program Account in which case your Futura Rewards will be automatically forfeited with or without notice.
c. Upon any termination of this Agreement, your right to use and access the Program and to receive Rewards will terminate. Subject to the limitations set forth in this Agreement, termination will not prejudice either your or our remedies at law or in equity.
16. Certain Disclaimers; Indemnification
a. Disclaimer of Warranties
i. The service is provided on an "as is" basis and without express or implied warranties of any kind, including, but not limited to, warranties of title, implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty as to the quality, accuracy, completeness, or validity of any materials related to the service and do not warrant that the functionality of such service will be uninterrupted or error-free, that defects will be corrected, or that such service or the server (s) that make (s) it available are free of viruses or other harmful components.
ii. The Program's website and the service may contain facts, views, opinions, statements, or recommendations of third-party individuals and organizations. We do not represent or endorse the accuracy, currentness, or reliability of any advice, opinion, statement, recommendations, or other information displayed, uploaded, or distributed through the Program website. Links on our web site will let you leave the Program website. The linked sites are not under the control of us and the Program Administrator is not responsible for the content of any linked site. You acknowledge that any reliance on any such opinion, statement, recommendations or information will be at your sole risk. Furthermore, the Program Administrator does not warrant, guarantee or make any representations regarding the quality of, or accuracy of advertisements for, any merchandise, products or services offered or provided by its Contributing Companies or suppliers in conjunction with the service.
b. Exclusion of Certain Damages
The Program Administrator, its suppliers and partners will not be liable for any damages, including indirect or consequential, arising from:
i. any failure to screen users or Members of the Program;
ii. Acts or omissions of any users or Members of the Program;
iii. Materials posted by, or of, any party other than the Program Administrator or any use thereof;
iv. the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over or obtained using the Internet; or
v. any failure to perform any obligation hereunder, or from any delay in the performance thereof, due to causes beyond its reasonable control, including the elements, acts of God, labor disputes, acts of terrorism, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, failure or erratic behavior of telecommunications or power system, sabotage, armed hostilities, riots or government regulation of the Internet.
You agree to indemnify each of The Futura Loyalty Group Inc., any Contributing Company, any Investment Manager, as well as their respective officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including solicitors' fees and court costs) arising out of or relating to your breach of this Agreement (including without limitation relating to a breach by you of Section 5), or for any materials in any form whatsoever that are provided by you (or through your user ID and/or password). You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. The Program reserves in their reasonable discretion the right to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.
d. Tax Advice
Nothing contained on the Program website is intended to constitute personal tax advice. The tax consequences of participation in the Program will depend on your particular tax circumstances. You are responsible for obtaining your own tax advice with respect to participation in the Program. You agree that we will not have any liability for any information contained on or omitted from the Program website with respect to taxes and that we have no obligation to inform you of changes in the tax laws.
e. Investment Advice
Nothing contained on the Program website is intended to constitute investment advice, nor do we give advice or offer any opinion or recommendation on the suitability of any security or investment strategy. We will not be deemed to have solicited any investments directed by you in any Investment Accounts established by you with an investment or financial advisor. Although you may be able to obtain investment related reports and information through the Program and the Program website, the availability of such information does not constitute a recommendation by the Program Administrator to buy or sell any security or other property discussed in such reports or information. Any investment decision you make will be based solely on your own evaluation of the merits of the particular investment decision in light of your financial circumstances and investment objectives. The Program Administrator recommends that you consult with your independent financial advisors before making any investment decisions.
17. Limitation of Liability
a. None of the Program Administrator, any Contributing Company, any Investment Manager, or any of their respective officers, directors, employees, agents, successors, or affiliates are responsible or liable for any expenses, loss, cost, injury, damage, delay, or any other matter or thing whatsoever (collectively, “Costs”) howsoever suffered or caused (including compensatory, special, incidental, consequential, punitive or other indirect damages or for loss of profits, loss of data or loss of use damages) directly or indirectly arising out of or related to
(i) the Program or your participation in the Program;
(ii) any failure, delay or decision by us in administering the Program or amending these Terms and Conditions or the basis on which you can redeem rewards;
(iii) the use of, or the inability to use, the service, the information contained on the program website, or (except in the case of the applicable Contributing Company or supplier) any merchandise, products or services offered by the Program Administrator's Contributing Companies or suppliers in conjunction with the service, even if any such entity has been advised of the possibility of such costs; or
(iv) the termination of or amendment of the program. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions our liability will be limited to the extent permitted by law.
b. In no event will the Program Administrator be liable to you for any rewards below the redeemable value threshold set by the Administrator from time to time nor will the Program Administrator's total liability to you from all damages, losses, and causes of action resulting from your use of the Program website or participation in the service, whether in contract, tort, (including, but not limited to negligence), strict liability or otherwise, exceed the redeemable value of the Futura Rewards in your Program Account.
c. Futura shall be under no obligation to continue the program or to provide any notice of its termination.
18. Electronic and Oral Communications
a. Member Instructions
We may rely on your oral and electronic instructions. In addition, you consent to the monitoring and recording of your telephone conversations with us for training or compliance purposes or to provide a record of your instructions. You agree that we will not be liable for honoring oral instructions received from any person claiming to be you, provided normal Member verification procedures have been followed. We may follow any instructions received by electronic means through the Program website just as if you had given such instructions in person, regardless of whether or not you have personally initiated such instructions. Customer Service is available Monday through Friday 9:00am – 5:30pm EST by calling toll free at 1- 866-728-3454.
b. Electronic Communications.
You consent to the receipt of all reports, transaction confirmations, account statements, correspondence, marketing materials from us or any Contributing Company, and other information from us electronically through either i. access to your Program Account on the Program website or ii. the email address provided by you to the Program. We will not be responsible for your inability to connect to the Internet or to access the Program website or otherwise not to receive electronic communications. Electronic communications are presumed to be delivered to and received by you when sent by us, whether actually received or not. You acknowledge that you have access to hardware and software meeting the system requirements set forth on the Program website necessary to receive from us correspondence and records in electronic form.
c. Information on Web Site
Site Information and materials posted by us are provided for general reference only and are not warranted to be free from errors, other deficiencies or potential interruptions. In addition, the site may be used by others to post information and materials, including changes or additions; we give no assurance whatsoever regarding such information or materials. Information and materials posted by others is considered non-confidential. In no event should the availability of such information and materials be construed as an indication that they have been validated by the Program Administrator or represent the views of the Program Administrator.
a. Governing Law
The validity, construction and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the Province of Ontario, excluding its conflicts of laws principles. Each party hereto agrees that all claims relating to this Agreement will be heard exclusively by a provincial or federal court in Toronto, Ontario. Accordingly, each party hereby consents to the exclusive jurisdiction of any provincial or federal court in Toronto, Ontario over any proceeding related to this Agreement, irrevocably waives any objection to the venue of any such court, and irrevocably waives any claim that any such proceeding in such a court has been brought in an inconvenient forum.
You may not assign your rights and obligations under this Agreement. The Program Administrator may assign their respective rights and obligations under this Agreement, in whole or in part, without your consent. This Agreement will inure to the benefit and burden of the parties hereto and their permitted successors and assigns.
Any notice by one party hereto to the other will be in writing (which may include email) and either personally delivered, delivered by Internet email, or sent via reputable overnight courier or certified mail, postage prepaid and return receipt requested. Notices will be sent to you at the Internet email address or the mailing address specified on your registration form and to the Program Administrator, at 56 The Esplanade, Suite 220, Toronto, ON, M5E 1A7 Attn: Program Administrator or any other address of which either party hereto may from time to time notify the other in accordance with this Section 19(c). All notices will be deemed effective on the date of personal delivery, upon confirmation of email transmission, upon signed receipt from an overnight courier, or five days after deposit with the Canadian Postal Service.
d. No Waiver; Severability
The waiver by either party hereto of a breach or default of any provision of this Agreement by the other party hereto will not be construed as a waiver of any succeeding breach or default of the same or any other provision, nor will any delay or omission on the part of either party hereto to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. If any provision of this Agreement is held to be invalid, such invalidity shall not effect the remaining provisions.
You acknowledge and accept that any breach of Section 5 above is likely to irreparably harm us and will not be susceptible of cure by monetary damages. Consequently, if you breach any provisions of Section 5 above, then we will be entitled to obtain injunctive or other equitable relief in addition to any remedies it may have at law.
f. Third-Party Beneficiary
Each Contributing Company, each participating Investment Manager and each affiliate is hereby expressly made a third party beneficiary of this Agreement and may enforce this Agreement directly against you.
g. Entire Agreement
This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof (including without limitation, earlier versions of this Agreement that may have been accepted by you through the Program website or otherwise). We reserve the right to modify this Agreement at any time. Your non-termination and continued membership in Program after notice of any modification of this Agreement will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof. You acknowledge that the most recent version of this Agreement will be located on the Program website under Member Agreement. No other act, document, usage or custom will be deemed to amend or modify this Agreement.