PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE WEBSITE AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

These Website Terms of Service constitute a legal agreement and are entered into by and between Momentum Decisive Solutions Canada Inc., our affiliates and subsidiaries (“Momentum”, “Company”, “we”, “our” or “us”) and you, an individual participant (collectively, “User”, “you” or “your”) accessing our website located at www.momentumds.com (the “Website”) and any related services (collectively, the “Services”). These Terms of Service, together with our Privacy Policy and our Cookies Policy (collectively, the “Terms”), which are expressly incorporated herein by reference, govern your access to and use of any content, functionality and services offered on the Website.

Your access to and use of the Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all Users and others who wish to access or use the Services. If you are accessing and/or using the Services on behalf of another individual, you represent and warrant that you have the authority to act on behalf of and bind such individual principal to these Terms.

BY USING THE SERVICES YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, AND YOU AGREE TO BE BOUND BY THE TERMS WHICH SHALL GOVERN YOUR ACCESS AND USE OF THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WEBSITE.

THESE TERMS CONTAIN A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICE. BY USING THE SERVICES, YOU AFFIRM THAT YOU AGREE TO THESE PROVISIONS.

Use of Website and/ or Services

In using our Services, you agree that we may send you communications (by telephone, email, SMS text message, through our Website or other communication methods) as part of the day-to-day operation of our business. You will be asked to opt-in to receive communications and will only receive communications if you have opted-in. You may opt-out of receiving communications at any time but accept that in doing so this may restrict and impact your use of the Services. If you have not opted-in to receive communications, it is your responsibility to check and maintain awareness of all aspects of our Services that may otherwise be communicated to you through the Website.

You agree not to misuse our Services. Your use of the Services is subject to these Terms, including without limitation, the following restrictions and limitations. You shall not:

• copy (except as expressly permitted by these Terms or applicable law), decompile, re-engineer, reverse engineer, disassemble, attempt to derive the source code of, modify, manipulate, alter or create derivative works of the Services, any updates, or any part thereof;
• interfere with or disrupt any user, host, or network forming any part of the Services;
• access or search the Services by any means other than the supported interfaces made available to you;
• exploit the Services in any unauthorized way whatsoever, including but not limited to, trespass or burdening network capacity;
• engage in unusually high usage of the Services or employ any automated programs such as bots or clones that may impair our ability to provide the Services to other customers and/or indicate misuse of the Services;
• access the Services if you are a minor;
• use any part of the Services for the purposes of competing, directly or indirectly, with Momentum;
• use the Services in any way that:
  • is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
  • Transmits, sends or uploads any data material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
  • accesses without authority, interferes with, damages or disrupts any part of our:
    • Services;
    • Equipment or network on which our Services are stored;
    • Software use in the provision of our Services; or
    • Equipment or network or software owned and used by any third party.

Any attempt to do any of the foregoing is a violation of these Terms. If you breach these Terms, you may be subject to prosecution and damages and we may, at our sole discretion, terminate and/ or bar you from accessing our Services immediately.YOU MUST INDEMNIFY US FOR ALL LOSSES AN/OR DAMAGES (INCLUDING LEGAL FEES) WHICH WE MAY SUFFER AS A RESULT, IN ACCORDANCE WITH SECTION 10, INDEMNIFICATION.

To the extent you choose to access our Services, you do so at your own risk and initiative. You may use the Services for lawful purposes only and only in accordance with these Terms. You are solely responsible for obtaining and maintaining all necessary consents required for you to use our Services and provide any material or other information in relation thereto, and for complying with any and all laws, rules, regulations and other obligations that may apply to your use of the Services, including any and all applicable privacy laws.

You acknowledge that Momentum shall have no obligation to monitor any activity associated with access to or use of the Services, but it has the right to do so if it chooses in order to secure and improve the Services, for fraud prevention, risk assessment, investigation, customer support and to ensure compliance with these Terms, or as it otherwise sees fit. Momentum reserves the right to take any action against a User that we may deem appropriate including but not limited to: issue a warning, refuse service, and otherwise terminate your right to use the Services at any time in our sole and absolute discretion, for any or no reason, including without limitation, if in Momentum’s opinion you have failed to comply with any provision of these Terms or for any illegal or criminal behavior.

Intellectual Property Rights and Ownership

You understand and agree that the Services and their entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by Momentum, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

Momentum’s name, the Momentum logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Momentum or its affiliates or licensors. You must not use such marks without the prior written permission of Momentum. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on through our Services are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You may only use the Services for your personal and internal business purposes (provided they do not compete directly or indirectly with Momentum’s Services). You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except:

• your computer and browser may temporarily store or cache copies of materials being accessed and viewed;
• a reasonable number of copies may be printed keeping any proprietary notices thereon, and not for further reproduction, publication, or distribution of any kind on any medium whatsoever;
• in the event social media platforms are linked to certain content through our Website, you may take such actions as our Website and such third-party social media platforms permit.

Users are not permitted to modify copies of any materials from our Services nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.

If you print off, copy, or download any part of our Services in breach of these Terms, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Services, including any content on the Website, and all rights not expressly granted are reserved by Momentum. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

Privacy Policy and Cookies Policy

By submitting your personal information and using our Services, you consent to the collection, use, and disclosure of your information, pursuant to our Privacy Policy and Cookies Policy.

Third Party Websites

The Website may contain links to or permit the use of third party websites or third party content. Momentum does not endorse and is not responsible or liable for such third party content’s availability, accuracy, or related products or services. You are solely responsible for your use of any such websites or third party content and compliance with any applicable third party terms and conditions.

You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Website in any website or application that is not owned by you. We reserve the right to withdraw linking permission without notice. Any website or application in which you are linking must comply in all respects with our Terms.

No Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US SHALL CREATE A WARRANTY.

No Reliance

MOMENTUM RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO WITHDRAW, SUSPEND, REMOVE OR AMEND THE SERVICES AND ANY SERVICE OR MATERIAL IT PROVIDES IN CONNECTION THERETO WITHOUT NOTICE. MOMENTUM WILL NOT BE LIABLE IF FOR ANY REASON ALL OR PART OF THE SERVICES ARE UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD OF TIME. WE MAY ALSO IMPOSE LIMITS ON THE USE OF OR ACCESS TO OUR SERVICES, IN ANY CASE AND WITHOUT NOTICE OR LIABILITY.

We make no representations that the content of our Services is appropriate in locations outside of Canada. Any Users accessing our Services from outside of these jurisdictions shall be doing so at their own risk and shall be personally responsible for compliance with their respective domestic laws.

We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Services. You should use your own virus protection software.

Limitation of Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL MOMENTUM NOR ITS PARENT, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SERVICES, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.

THE FOREGOING LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH ARE FUNDAMENTAL AND FORM THE BASIS OF THE BARGAIN BETWEEN MOMENTUM AND YOU.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Momentum, its licensee and licensors, and their respective employees, contractors, agents, officers, directors, and suppliers, to the greatest extent allowed by law, from and against any and all claims, damages, obligations, losses, liabilities, judgments, awards, costs and expenses (including but not limited to reasonable legal fees), resulting from or arising out of or in connection with:

(a) improper use of and access to the Services;

(b) a breach of these Terms;

(c) any claim or allegation that your use of the Services infringes the intellectual property or other proprietary rights of Momentum or any third party; or

(d) your breach of any laws, regulations or third party rights.

Governing Law

The laws of the Province of Ontario, Canada and federal laws of Canada applicable therein, excluding its conflicts of law rules, govern these Terms and your use of the Website and/ or Services. You expressly agree that the courts in the Province of Ontario, have exclusive jurisdiction over any claim or dispute with Momentum or relating in any way to your use of the Services. You expressly agree that, in the event that there is a dispute under these Terms and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and you hereby waive any right to trial by jury.

Modifications to Terms

Momentum reserves the right, at its sole discretion, to modify or replace these Terms at any time.

Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to periodically review these Terms in order to be aware of any such modifications and your continued use of the Services after any revisions become effective shall deem your acceptance of these Terms as amended. If a revision is material, which is to be determined by Momentum at its sole discretion, Momentum will provide at least thirty (30) days’ notice on the Website prior to any new terms taking effect. If you do not agree to the new terms, you are no longer authorized to use the Services and should refrain from doing so.

Entire Agreement and Survival

These Terms and any documents incorporated by reference herein constitute the entire agreement between you and Momentum as it relates to the access to, and use of, the Services and the subject matter of these Terms and supersede all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between Momentum and you.

Waiver and Severability

No delay or omission by Momentum to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain and continue in full force and effect. No delay or omission by a Party to exercise any right or power it has under these Terms or to object to the failure of any covenant of the other Party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the Party waiving its rights.

Assignment

You may not assign, transfer or delegate these Terms and your rights and obligations hereunder without Momentum’s written consent. Momentum may without restriction assign, transfer or delegate these Terms and any rights and obligations hereunder at its sole discretion.

Language

You and Momentum agree that these Terms, as well as any other documents related to these Terms, including notices and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s'y rattachant, y compris tous avis, annexes et autorisations s'y rattachant, soient rédigés en langue anglaise seulement.

Notices

Unless specified otherwise, any notices or communications required under these Terms will be in writing and sent via e-mail, and/or via the Website.

Contact Information

If you have any questions about these Terms, please contact us at:

Joseph Grimaldi

55 St Clair Ave W, Suite 210, Toronto, ON, Canada, M4V 2Y7

privacy@momentumds.com

or via our number:

+1 647 792 0478