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TERMS OF SERVICE

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These Terms of Service (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and LBC Holdings, Inc. (collectively, “Company” or “we” or “us” or “our”), governing your access to and use of the www.LBSgold.ca website as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Site”), and services supplied by or on behalf of us through the Site (“Service”).  Supplemental terms and conditions or documents that may be posted on the Site from time to time, are hereby expressly incorporated into these Terms by reference.

Information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.  Persons who choose to access the Site from such locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

By accessing or using the Site, Services, or any part thereof, you expressly accept all of the provisions of these Terms of Service and represent to us that you have reached the age of majority in your province or territory of residence and are legally competent to enter into and agree to these Terms of Service.  Users under the age of majority in their province or territory of residence are not permitted to register for the Site or use the Services.

YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS BY CONTINUING TO USE THE SITE.  IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THESE TERMS IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE SERVICES OR THE SITE.

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YOUR REPRESENTATIONS

By using the Site or Services, you represent and warrant that:

  1. all registration information you submit is truthful and accurate;
  2. you will maintain the accuracy of such information;
  3. you will keep your password confidential and will be responsible for all use of your password and account;
  4. you are not a minor in the jurisdiction in which you reside; and
  5. your use of the Site or Services does not violate any applicable law or regulation, including federal cannabis laws.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

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SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or Services (collectively, “Submissions”) provided by you to us are non-confidential and we (as well as any of our designees) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

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PROHIBITED ACTIVITIES

You may not access or use the Site for any other purpose other than that for which Company makes it available.  The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company.  Prohibited activity includes, but is not limited to:

  1. attempting to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site;
  2. attempting to impersonate another user or person or using the username of another user;
  3. criminal or tortious activity;
  4. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Site;
  5. deleting the copyright or other proprietary rights notice from any Site content;
  6. engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools;
  7. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Site, or using or launching any unauthorized script or other software;
  8. harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Services to you;
  9. interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site;
  10. making any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
  11. selling or otherwise transferring your profile;
  12. systematic retrieval of data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company;
  13. tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords;
  14. using any information obtained from the Site in order to harass, abuse, or harm another person;
  15. using the Services as part of any effort to compete with Company or to provide services as a service bureau; and
  16. using the Site in a manner inconsistent with any and all applicable laws and regulations.
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INTELLECTUAL PROPERTY RIGHTS

The content on the Site (“Content”) and the trademarks, and all logos contained therein (“Marks”) are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under Canadian and foreign laws and international conventions.  Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in Canada, the United States, and other countries.  Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Company.

Content on the Site is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.  Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and the Content and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Site and Content and Marks.

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THIRD PARTY WEBSITES AND CONTENT

The Site contains (or you may be sent through the Site or the Services) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Content”).  Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third Party Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content.  Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site.  Any purchases you make through Third Party Websites will be through other websites and from other companies, and Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

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SITE MANAGEMENT

Company reserves the right but does not have the obligation to:

  1. monitor the Site for violations of these Terms;
  2. take appropriate legal action against anyone who, in Company’s sole discretion, violates these Terms, including without limitation, reporting such user to law enforcement authorities;
  3. in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate these Terms or any Company policy;
  4. in Company’s sole discretion and without limitation, notice or liability to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems;
  5. otherwise manage the Site in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Site.
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PRIVACY POLICY

We care about the privacy of our users.  Please review our Privacy Policy here.  By using the Site or Services, you are consenting to have your personal data transferred to and processed in all jurisdictions in the United States and Canada.

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TERM AND TERMINATION

These Terms shall remain in full force and effect while you use the Site or are otherwise a user or member of the Site, as applicable.  You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.

In order to protect the integrity of the Site and Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Site and Services.

Any provisions of these Terms that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of these Terms, shall be deemed to survive for as long as necessary to fulfill such purposes.

If Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.  In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

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MODIFICATIONS

Company may modify these Terms from time to time.  Any and all changes to these Terms will be posted on the Site and revisions will be indicated by date.  You agree to be bound to any changes to these Terms when you use the Services after any such modification becomes effective.  Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address.  It is therefore important that you regularly review these Terms and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Site for updates to these Terms and you will read the messages we send you to inform you of any changes.  Modifications to these Terms shall be effective after posting.

Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.  You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

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DISPUTES

In the event that you have a dispute with one or more other users, you hereby release Company, its affiliates, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Services.

These Terms, and all aspects of the Site and Services shall be governed by and construed in accordance with the laws of the province in which you reside and the federal laws of Canada, as applicable, without regard to conflict of law provisions.  With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the courts located in the province in which you reside, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts.  Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from these Terms.  In no event shall any claim, action or proceeding by you related in any way to the Site or Services be instituted more than two (2) years after the cause of action arose.

To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms (“Dispute”), you and Company agree to first attempt to mediate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any mediation, arbitration, or court proceeding.  Such informal negotiations commence upon written notice from one person to the other. If the Parties are unable to negotiate a satisfactory resolution, they shall refer the Dispute to be determined by confidential mediation before a single mediator chosen by the Parties at their joint cost.  You and the Company agree to proceed through mediation before initiating any arbitration or court proceeding as set out below.

If you and Company are unable to resolve a Dispute through informal negotiations or mediation, either you or Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration unless this is prohibited by applicable law.  Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”), except to the extent of conflicts between the ICC Rules and the provisions of this Agreement, in which event the provisions of this Agreement shall prevail.  There shall be one arbitrator only and the arbitration will be conducted in English.

Your arbitration fees and your share of arbitrator compensation shall be governed by the ICC Rules and, where appropriate, limited by the ICC Rules.  If such costs are determined by the arbitrator to be excessive, Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online.  The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.  Except where otherwise required by the applicable ICC rules or applicable law, the arbitration will take place in the province in which you reside. Except as otherwise provided in these Terms, you and Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.  All awards issued by the arbitrator shall be final, non-appealable and binding on you and the Company. Any award may be filed in any court of competent jurisdiction and may be enforced by a Party as a final judgment in such court.

Except where prohibited by applicable law, you and Company agree that any arbitration shall be limited to the Dispute between Company and you individually.  To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

You and Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of your or Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.  If this Section is found to be illegal or unenforceable then neither you nor Company will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you and Company agree to submit to the personal jurisdiction of that court.

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CORRECTIONS

Occasionally there may be information on the Site that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information.  Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

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DISCLAIMERS

Company cannot control the nature of all of the Content.  By operating the Site, Company does not represent or imply that Company endorses any blogs, contributions or other content available on or linked to by the Site, including without limitation content hosted on third party websites or provided by third party applications, or that Company believes contributions, blogs or other content to be accurate, useful or non-harmful.  We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Site or in connection with any contributions. Company is not responsible for the conduct, whether online or offline, of any user of the Site or Services.

YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES WILL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS AFFILIATES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.  COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

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LIMITATIONS OF LIABILITY

SUBJECT TO THE FOLLOWING SENTENCE, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY AND ITS AFFILATES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICES DURING THE PERIOD OF ONE (1) MONTH PRIOR TO ANY CAUSE OF ACTION ARISING, AND (B) FIVE DOLLARS ($5).

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INDEMNITY

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPANY, ITS SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, AGENTS, PARTNERS AND EMPLOYEES, HARMLESS FROM AND AGAINST, ANY LOSS, DAMAGE, LIABILITY, CLAIM, OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR CONTRIBUTED CONTENT, USE OF THE SERVICES, AND/OR ARISING FROM A BREACH OF THESE TERMS AND/OR ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE.  NOTWITHSTANDING THE FOREGOING, COMPANY RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY COMPANY, AND YOU AGREE TO COOPERATE, AT YOUR EXPENSE, WITH COMPANY’S DEFENSE OF SUCH CLAIMS. COMPANY WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING WHICH IS SUBJECT TO THIS INDEMNIFICATION UPON BECOMING AWARE OF IT.

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NOTICES

Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed in the contact information below.  Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify.  Notice shall be deemed to be given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.

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USER DATA

Our Site will maintain certain data that you transfer to the Site for the purpose of the performance of the Services, as well as data relating to your use of the Services.  Although we perform regular routine backups of data, you are responsible for all data that you have transferred or that relates to any activity you have undertaken using the Services.  You agree that Company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data.

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MISCELLANEOUS

The failure of Company to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.  The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms operate to the fullest extent permissible by law.  These Terms and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time.  Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company’s reasonable control. If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.  There is no joint venture, partnership, employment or agency relationship created between you and Company as a result of these Terms or use of the Site and Services. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with these Terms. You agree that these Terms will not be construed against Company by virtue of having drafted them.  You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

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CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact Company as set forth below:

     Ranjeev Dhillon

     DhillonR@bennettjones.com

     416-777-7394

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