TERMS & CONDITIONS
Last Updated: August 1st, 2021
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APP OR THE SITE. THESE TERMS GOVERN YOUR USE OF THE APP, THE SITE, AND ANY PURCHASES YOU MAKE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE APP AND THE SITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP AND/OR THE SITE, OR ANY PART OF EACH, YOU ARE CONFIRMING YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE APP OR THE SITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP OR THE SITE.
“Smart Contracts” means the computer code executed in response to transactions published on the Moonriver blockchain that generates a consistent and verifiable result.
“Cardinal Entertainment d/b/a Zoombies” means the Ontario, Canada Corporation that owns the Zoombies App and Site.
“ZOOM Tokens” are the in-game virtual currency of the Zoombies game App. ZOOM tokens can be purchased from the App during a Token Sale. ZOOM Tokens can also be earned by executing certain tasks in the game.
“Cards” or "Zoombies Cards" means the digital collectible trading cards we offer. Cards are acquired in the App by purchasing from the Shop or by redeeming booster card credits for random cards. Booster card credits can be purchased in the App. Two (2) booster card credits can also be claimed for free every 8 hours.
We have utilized distributed ledger technology to issue booster cards.
The blockchain that our App is developed on maintains total control over the random elements of the booster card minting process, which means we cannot manipulate or influence the card creation process or the cards.
The probabilities of receiving a particular rarity are defined by the card creation process and are roughly as follows: Epic: 0.01%, Rare: 4.98%, Uncommon: 29.9%, Common: 64.9%. The probability of receiving a rarer card may be increased through the wagering of ZOOM tokens.
The App must be used through a supported web browser on either a desktop or mobile device. Third party tools and services may be required in order to engage in transactions using cryptocurrencies.
Transactions that take place on the App are managed and confirmed via the Moonriver blockchain. You understand that your Moonriver public address will be made publicly visible whenever you engage in a transaction on the App.
We neither own nor control the Moonriver network, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the App. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
You must provide accurate and complete registration information when you create an account for the App. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information. You are responsible for the security of your account and your cryptocurrency wallet (and other Moonriver wallets and accounts). If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at email@example.com.
Fees and Payment
If you elect to purchase, trade, or interact with cards or other digital assets on the App, or with or from other users via the App, any financial transactions you engage in will be conducted solely through the Moonriver network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. You agree we have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the App or any other transactions that you conduct via the Moonriver or other blockchain networks.
Moonriver requires gas for every transaction that occurs on the Moonriver network. This means that you will need to ensure that you maintain a sufficient balance in your account in order to transact via the App.
As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, or acquisition of your Zoombies cards or other game assets). Except for income taxes levied on Zoombies, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
Purchasing ZOOM Tokens
All payments by you via any payment method is done so at your own risk. Zoombies expressly denies any liability regarding the purchase of ZOOM tokens offered through the Zoombies App.
You warrant that:
i. You are 18 years of age or over.
ii. The payment account or cryptocurrency wallet used by you in connection with purchasing Credits is issued in your name or you are authorized to use the Paypal account, other fiat currency payment account, or cryptocurrency wallet.
iii. The information supplied by you is true and correct.
All payments are debited to Zoombies. Due to the way transactions are processed by our fiat currency payment processors as well as cryptocurrency payments via the blockchain, there may be delays in receiving your purchased cards, ZOOM tokens, booster credits or other game assets available for purchase in the App.
Each transaction shall be subject to these Terms and Conditions in place at the time of the transaction for use in the Zoombies game.
You acknowledge and agree that, unless otherwise stated, we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the App, and all intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with the), design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App (collectively, the “Zoombies Materials”) are owned by Cardinal Entertainment, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Zoombies Materials are the copyrighted property of Cardinal Entertainment or its licensors, and all trademarks, service marks, and trade names contained in the Zoombies Materials are proprietary to Cardinal Entertainment or its licensors. Except as expressly set forth herein, your use of the App does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the App. We reserve all rights in and to the Zoombies Materials not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (i) that your “purchase” of a Card or other item, whether via the App or otherwise, does not give you any rights or licenses in or to the Zoombies Materials (including, without limitation, our copyright in and to the art and drawings associated with that Card or the associated card unlocked through it) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the Zoombies Materials (including, without limitation, our copyright in and to the art and drawings associated with that Card) in any way without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion.
You may choose to submit comments, bug reports, ideas or other feedback about the App, including without limitation about how to improve the App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
You agree that you are responsible for your own conduct while accessing or using the App, and for any consequences thereof. You agree to use the App only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the App any content that infringes the intellectual proprietary rights of any party; (v) use the App to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other users’ enjoyment of the App; (viii) exploit the App for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the App; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it; (xi) reformat or frame any portion of the App; (xii) display any content on the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the App for the purpose of creating a product or service that is competitive with any of our products or services.
You may terminate these Terms at any time by canceling your account on the App and discontinuing your access to and use of the App. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the App. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the App due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the App or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THAT THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE, (III) THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE MOONRIVER NETWORK OR AN ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, MOONRIVER NETWORK, OR AN ELECTRONIC WALLET.
ZOOMBIES CARDS, ZOOM TOKENS AND ANDY/ALL OTHER ZOOMBIES GAME ASSETS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE MOONRIVER NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR THROUGH OUR CODE, AND ALL TRANSACTIONS ARE RECORDED ON THE DECENTRALIZED LEDGER WITHIN THE MOONRIVER PLATFORM. FOR CLARITY, WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE FUNCTIONALITY OF THE MOONRIVER BLOCKCHAIN AND/OR THE EXECUTION OF SMART CONTRACTS AND/OR TRANSACTIONS.
ZOOMBIES IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE MOONRIVER NETWORK OR AN ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE MOONRIVER NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
Limitation of Liability
YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 3 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.
YOU ACKNOWLEDGE AND AGREE THAT YOU DO NOT RESIDE IN A REGION THAT EXPLICITLY BANS THE USE OF LOOT BOXES IN GAMES IN ACCORDANCE WITH GAMBLING LAWS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
Assumption of Risk
You accept and acknowledge each of the following:
The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Zoombies Cards or other items, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Zoombies Cards or other items will not lose money.
You are solely responsible for determining what, if any, taxes apply to your Zoombies-related transactions. Zoombies is not responsible for determining the taxes that apply to your transactions on the App, the Site, or any blockchain.
The App does not store, send, or receive Zoombies Cards. This is because Zoombies Cards and items exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the Moonriver network. Any transfer of Zoombies Cards occur within the supporting blockchain in the Moonriver network, and not on the App.
There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Zoombies will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Moonriver network, however caused.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Zoombies ecosystem, and therefore the potential utility or value of Zoombies Cards or other items.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Zoombies ecosystem, and therefore the potential utility or value of Cards and other items.
Upgrades to the Moonriver platform, a hard fork in the Moonriver platform, or a change in how transactions are confirmed on the Moonriver platform may have unintended, adverse effects on all applications using the Moonriver platform, including the Zoombies ecosystem.
The App may include hyperlinks to other web sites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
Changes to the App
You affirm that you are over the age of 13, as the App is not intended for children under 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE APP, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT THEY MAY INCUR.
Dispute Resolution; Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
The laws of the Province of Ontario and applicable Canadian federal law, including the Arbitration Action as specified herein, shall govern these Terms of Services.
Except for those disputes that shall be resolved in arbitration or in small claims court pursuant to this section, each party agrees to submit to the personal and exclusive jurisdiction of the courts located in the Province of Ontario, Canada provided that any claims or disputes shall be subject to the arbitration provisions set forth below.
International Centre for Dispute Resolution (“ICDR Canada”) rules for arbitration of consumer-related disputes (available from ICDR Canada on its website at www.icdr.org/icdrcanada), as modiﬁed by this Agreement or in accordance with rules on which we may mutually agree; provided, however, that to the extent a Dispute is within the scope of a small claims court’s jurisdiction, either you or Cardinal Entertainment may commence an action in small claims court, in the county (or equivalent) of your most recent physical address, to resolve the Dispute.
Any arbitration will be conducted by a single, neutral arbitrator and shall take place in London, Ontario, Canada. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. You hereby agree that this Agreement evidences a transaction involving interstate commerce, and therefore, the Commercial Arbitration Act (“CAA”) applies to these Terms of Service, including the agreement to arbitrate set forth above. We each agree that the CAA, and not provincial law, shall govern whether a Dispute is subject to arbitration.
Waiver and Severability
These content standards apply to any and all contributions and use by you to the App or Site. Your use and contributions must in their entirety comply with all applicable federal, provincial, local, and international laws and regulations. Without limiting the foregoing, You must not:
Provide any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Not an Investment Company
The Company is not be registered as an “investment company” under the Investment Company Act of 1940, as amended or under equivalent laws of any other jurisdiction.
You agree you will not disparage or criticize the Company or its Affiliates, or their respective businesses, management, directors, business practices, or equity holders (the “Company Entities”) and that you will not otherwise do or say anything that could disrupt the good morale, or otherwise harm the interests or reputations, of the Company Entities and we agree we will not publicly disparage or criticize you.
Due to the irrevocable nature of the blockchain, and our lack of control over user assets, we are unable to offer refunds on any purchases.
These Terms constitute the entire legal agreement between you and Cardinal Entertainment, govern your access to and use of the App, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the App, whether oral or written. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms create any agency, partnership, or joint venture. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision. These Terms will be governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, excluding its conflicts of law rules and principles. We will not be liable for any failure or delayed performance of our obligations that result from any condition beyond our reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties. You agree that we may provide you with notices (including, without limitation those regarding changes to these Terms) by email, regular mail, or postings on the App. By providing us with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.