Terms of Use

These Terms of Use form an agreement between The Beer Guy Inc. (“TBG”, “us”, “we”, “our”) and you. The term "you" refers to the person or entity browsing, accessing or otherwise using the services (“use” or “using” in these Terms of Use will mean any of the foregoing) who are generally our agents.

The following terms of service (the “Terms of Service” or “Terms”) govern: (a) access to and use of: (i) our websites located at www.thebeerguy.ca and www.homerundelivery.com, and the TBG mobile applications or platform (collectively, the “TBG Platform”); (ii) our products and services; (iii) any videos, text, pictures, media, data, text, information and other materials or content (collectively, the “Content”) contained on or provided through the TBG Platform; and (iv) all other Content, products or services provided by us to you (collectively, (a)(i) to (a)(iv) will be defined hereafter as the “Services”); and (b) your purchase of any of our products.

The Services are not intended for persons under the age of 19. The Content on the TBG Platform is owned or licensed by TBG and is intended to be viewed by a North American audience. TBG makes no claim that the information located on TBG Platform is appropriate or may be downloaded legally from outside of North America.

BY USING THE SERVICES, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS,(II) YOU ARE OVER THE AGE OF 19; AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS, AS UPDATED FROM TIME TO TIME. IF YOU ARE USING THE SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

1. Ownership of the Services and Its Content

   The Services, the products, and all of the Content, including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by TBG, our licensors, and certain other third parties. All rights, titles, and interests in and to the Content and Intellectual Property available via the Services and the products are the property of TBG, our licensors or certain other third parties, and is protected by applicable copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. TBG owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Services. These Terms do not grant you a license to use any trademark of ours or of our affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Services. All rights not expressly granted to you in these Terms are reserved.

2. License to the Services

   Subject to these Terms, we grant you non-exclusive, non-transferable, non-sublicensable and revocable license to use the Services.

3. Access to the Services

   TBG provides the TBG Platform that facilitates the connection between registered users seeking to order alcohol or cannabis through the TBG Platform. If you use the Service to place an order for alcohol or cannabis delivery, by placing such an order, you represent and warrant that you are at least of legal drinking age in Ontario, which is nineteen (19) years of age.

   We retain the right, at our sole discretion, to deny you access to the Services, at any time and for any reason, including for violation of these Terms. You will cease and desist from any such access or use immediately upon request by us.

4. Account Registration

   All information you provide must be accurate and complete. You are fully responsible and liable for the security of your account and password and any/all use and misuse. You agree to notify us immediately of any unauthorized use of your account. We do not assume any responsibility or liability for any damages arising from or related to any activity occurring under your account.

5. Site Transactions

   We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

6. Price and Costs

   The price of a product as shown on the TBG Platform (hereinafter referred to as the “Purchase Price”) is the net price of the product not including taxes or delivery charges.

   Prices for products are subject to change, without notice. The alcohol and cannabis prices listed on the TBG Platform may differ from the retail prices charged for such items by the applicable liquor or cannabis stores. Our prices may be higher or lower than retail prices. Unless otherwise indicated, prices displayed on the TBG Platform are quoted in Canadian dollars. You are responsible for paying all fees and applicable taxes associated with products you order with a valid payment method. Items in your shopping cart will always reflect the most recent price displayed on the item's product detail page. This price may differ from the price shown for the item when you first placed it in your cart. Placing an item in your cart doesn't reserve the price shown at that time. It is also possible that an item's price may decrease between the time you place it in your cart and the time you purchase it. Tax charges are based on applicable federal, provincial and harmonized sales tax rates based on the delivery address associated with your order.

   TBG is unable to stock and store alcohol in the Ontario region. Because of this, we are limited to picking up alcohol at normal retail prices, rather than wholesale like most common businesses. To help with our business expenses, some products add up to a 15% service fee on-top of retail prices. This allows us to continue to develop our technology, and employ exemplary service representatives able to help you at a moment’s notice.

7. Payment

   When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information.

   We use third party service providers (such as Stripe, Square) to process payments. By using the Services and agreeing to these Terms, You also agree to be bound by the applicable terms of the payment providers and other applicable third party service providers.

   You expressly understand and agree that TBG shall not be liable for any payments and monetary transactions that occur through your use of the Services. You expressly understand and agree that all payments and monetary transactions are handled by third parties, such as Stripe, Square. You agree that TBG shall not be liable for any issues regarding financial and monetary transactions between You and any other party, including Stripe, Square.

   You are responsible for all transactions (one-time payments) processed through the third party service providers. TBG is not liable for loss or damage from errant or invalid transactions processed with your third party service provider account. This includes transactions that were not processed due to a network communication error, or any other reason. If you process a transaction, it is your responsibility to verify that the transaction was successfully processed.

   You understand that TBG uses the third party service is subject to change at any time and such changes may adversely affect the Services. You understand and agree to not hold TBG liable for any adverse affects that actions (whether intentional or unintentional) on the part of the third party may cause to you or your business.

   You must not process stolen credit cards, or unauthorized credit cards through the third party service providers.

   Products will only be dispatched to you after full payment has been received by TBG.

   If you fail to pay any amount owning or outstanding, you will be in default without notice. As soon as you are in default on any payment, all other outstanding payments owing to TBG will be due, and you will be immediately in default without notice with respect to those other outstanding payments.

8. Product Information

   All products, features, specifications, and prices of products are subject to change at any time without notice. We have made every effort to display as accurately as possible the products that appear on the TBG Platform, however we make no representation as to the completeness, accuracy, or currency of any information on the TBG Platform. We reserve the right to make changes in information about price, description, or availability without notice.

9. Delivery
   1. Liquor Delivery Terms

      Deliveries may only be completed on certain dates and times according to regulatory requirements. If you request a liquor delivery at a time that we are unable to provide such delivery, your order will be posted for the next available date and time. It is the user’s responsibility to ensure that he or she, or another person who resides at the place of delivery and who is at least 19 years of age, is present at the residential address to receive the alcohol delivery at the selected delivery time (“Eligible Individual”). In order to receive an alcohol delivery, the Eligible Individual may be required present to the driver representative government-issued identification which includes a photograph of the Eligible Individual and states his or her date of birth (“Required Documentation”) for inspection. The driver will accept one of the following as Required Documentation:

      • A driver’s licence issued by the province of Ontario with a photograph of the person to whom the licence was issued;
      • A passport;
      • A Canadian citizenship card with a photograph of the person to whom the card was issued;
      • A Canadian armed forces identification card with a photograph of the person to whom the card was issued;
      • A secure certificate of Indian status issued by the Government of Canada;
      • A photo-identification card issued by the Liquor Control Board of Ontario; and
      • A permanent resident card issued by the Government of Canada.
      
      

      If there is no Eligible Individual to receive the delivery and/or if the Required Documentation is not provided, the driver will not deliver the liquor and may hold the order attempting to deliver later that day.

      TBG reserves the right at all times to refuse delivery for any reason whatsoever, including if:

      • The driver is not satisfied that the individual receiving the order at the residential address is an Eligible Individual;
      • The driver is not satisfied with the Required Documentation provided to him or her;
      • The driver determines, in his or her sole opinion, that the Eligible Individual to be intoxicated or apparently intoxicated;
      • TBG or the driver suspects that the liquor was purchased for or will be consumed by individuals under the legal drinking age; or
      • TBG or the driver is not satisfied that the delivery can be made in compliance with the applicable laws and these Terms of Use.

      If delivery is refused, TBG will provide you with a refund in the amount you paid.

   2. Cannabis Delivery Terms

      Deliveries may only be completed on certain dates and times according to regulatory requirements. If you request a cannabis delivery at a time that we are unable to provide such delivery, your order will be posted for the next available date and time. It is the user’s responsibility to ensure that he or she, or another Eligible Individual, is present at the residential address to receive the cannabis delivery at the selected delivery time. In order to receive an cannabis delivery, the Eligible Individual may be required present to the driver representative government-issued identification which includes a photograph of the Eligible Individual and states his or her date of birth for inspection. The driver will accept one of the following as Required Documentation:

      • A driver’s licence issued by the province of Ontario with a photograph of the person to whom the licence was issued;
      • A passport;
      • A Canadian citizenship card with a photograph of the person to whom the card was issued;
      • A Canadian armed forces identification card with a photograph of the person to whom the card was issued;
      • A secure certificate of Indian status issued by the Government of Canada; and
      • A permanent resident card issued by the Government of Canada.
      
      

      If there is no Eligible Individual to receive the delivery and/or if the Required Documentation is not provided, the driver will not deliver the cannabis and may hold the order attempting to deliver later that day.

      All cannabis deliveries are done by the cannabis retailer from which the cannabis product is purchased. You acknowledge that TBG does not perform, and is not responsible for, any cannabis deliveries.

      The cannabis retailer reserves the right at all times to refuse delivery for any reason whatsoever, including if:

      • The driver is not satisfied that the individual receiving the order at the residential address is an Eligible Individual;
      • The driver is not satisfied with the Required Documentation provided to him or her;
      • The driver determines, in his or her sole opinion, that the Eligible Individual to be intoxicated or apparently intoxicated;
      • The cannabis retailer or the driver suspects that the cannabis was purchased for or will be consumed by individuals under the legal age of consumption; or
      • The cannabis retailer or the driver is not satisfied that the delivery can be made in compliance with the applicable laws and these Terms of Use.
      
      

      If delivery is refused, TBG will provide you with a refund in the amount you paid.

10. Limited Refunds

    All purchases are final once they’re dispatched to a driver. However, we will fix the following mistakes provided that you notify us of the problem within 24 hours of receiving the delivery; please check the contents of your order on delivery for accuracy.

    1. If you receive a product that you did not order we will exchange as long as you do not open or tamper. The product must be in saleable condition.
    2. If a product you ordered was not available at the store, and there was no substitution, we will provide you with a refund in the amount you paid for such product.
    
    

    If you received a defective product a receipt is not required for you to return the defective product to the LCBO and The code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Services.

11. No Unlawful or Prohibited Use

    Without limiting the generality of the foregoing, you will not (and will not attempt to):

    1. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Services (including any developer community forums) any data, information, pictures, videos, music or other materials or content that:
       1. contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
       2. you do not have the lawful right to send, upload, collect, transmit, store, use, publish, or otherwise communicate;
       3. is false, intentionally misleading, or impersonates any other person;
       4. is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;
       5. violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
       6. encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;
    2. harvest or otherwise collect or store any information (including personally identifiable information) about other users of the Services, including email addresses, without the express consent of such users;
    3. access the Services or any of our proprietary information except through means authorized herein;
    4. copy, reproduce, distribute, or in any manner duplicate the Services, in whole or in part;
    5. sell, lease, license, sublicense, distribute, assign, transfer or otherwise grant any rights in the Services, in whole or in part;
    6. modify, port, translate, or create derivative works of the Services;
    7. decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms, of the Services by any means;
    8. remove any proprietary notices, labels or marks from the Services;
    9. use the Services for purposes of comparison with or benchmarking against products or services made available by third parties;
    10. knowingly take any action that would cause the Services to be placed in the public domain;
    11. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Services (e.g., a denial of service attack);
    12. attempt to gain unauthorized access to the Services, other computer systems or networks connected to the Services, through password mining or any other means;
    13. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code;
    14. use, download or otherwise copy, or provide to any person or entity any Services users directory or other user or usage information or any portion thereof other than in the context of your use of the Services;
    15. use the Services for the purpose of building a similar or competitive product or service; or
    16. use the Services other than as permitted by these Terms.


12. Privacy

    Your submission of personal information through the TBG Platform is governed by our privacy policy, which can be reached by clicking on the “Privacy Policy” link located in the footer section of the TBG Platform (the “Privacy Policy”). The Privacy Policy is hereby incorporated into and forms a part of these Terms of Use.

13. Viruses

    You use the Services at your own risk. We do not guarantee or warrant that the Services is compatible with your computer system or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Services.

14. Communications Not Confidential

    We do not guarantee the confidentiality of any communications made by you through the Services. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services.

15. No Warranty for Security of Device

    We do not warrant that a third party cannot access your information should a third party come into possession of your device. We suggest that you use all security features of your device, including any password or locking function, to protect your device and the confidentiality of your information.

16. User Content

    All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the TBG Platforms by viewers or users whether in forums or otherwise (“User Content”), is the sole responsibility of such viewers or users. This means that the viewer or user, and not TBG, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. TBG does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Service, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will TBG be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.

    TBG reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate Users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to

    1. Satisfy any applicable law, regulation, legal process or governmental request,
    2. Enforce these Terms of Use, including investigation of potential violations hereof,
    3. Detect, prevent, or otherwise address fraud, security or technical issues,
    4. Respond to User support requests, or
    5. Protect the rights, property or safety of our Users, drivers and the public.


17. Feedback

    If you provide TBG with any suggestions, comments or other feedback relating to any aspect of the TBG Platforms and/or Service ("Feedback"), TBG may use such Feedback in the TBG Platforms or in any other TBG products or services (collectively, "TBG Offerings"). Accordingly, you agree that:

    1. TBG is not subject to any confidentiality obligations in respect to the Feedback,
    2. The Feedback is not confidential or proprietary information of you or any third party and you have all of the necessary rights to disclose the Feedback to TBG,
    3. TBG (including all of its successors and assigns and any of TBG Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any TBG Offerings, and

    You are not entitled to receive any compensation or re-imbursement of any kind from TBG or any of the other users of the TBG Platform in respect of the Feedback.

18. Advertising

    You acknowledge and agree that the TBG Platform may contain advertisements. If you elect to have any business dealings with anyone whose products or services may be advertised on the TBG Platforms, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that TBG shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings. You shall be responsible for obtaining access to the TBG Platforms and acknowledge that such access may involve third-party fees (such as Internet service provider access or data fees). You shall be solely responsible for any such fees and also for obtaining any equipment that is required to access the TBG Platforms. It is your responsibility to ascertain whether any information or materials downloaded from the TBG Platforms are free of viruses, worms, Trojan Horses, or other items of a potentially destructive nature.

19. Third Party Materials, API and Links

    The Services may display or make available content, data, information, services or materials from third parties (“Third Party Materials”), use third party application program interface (“Third Party APIs”) or provide links to certain third party web sites (“Third Party Links”). The Third Party Materials, Third Party APIs or third party web sites may be governed by its own end user license agreement, terms of use, data governance statement or privacy policy (the “Agreements”). You are responsible for reviewing the respective Agreements and complying with the respective Agreements.

    We are not responsible for examining or evaluating the content, accuracy, validity, legality or any other aspect of such Third Party Materials, Third Party APIs or Third Party Links. We do not warrant, condition, guarantee or endorse any Third Party Materials, Third Party APIs or Third Party Links and is not liable to you or to any other party for any Third Party Materials, Third Party APIs or Third Party Links or for your misuse or use of Third Party Materials, Third Party APIs or Third Party Links. Third Party Materials, Third Party APIs and Third Party Links contain proprietary content and information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You may not use such proprietary content, information or materials in any way except as authorized by the provider of the Third Party Materials, Third Party APIs or Third Party Links. You may not use any Third Party Materials, Third Party APIs or Third Party Links in a manner that would be, or could be reasonably construed as, a breach of these Terms. We may change, suspend, remove, modify access to or disable access to any Third Party Materials, Third Party APIs or Third Party Links at any time by providing you with no less than three (3) days’ notice.

20. Copyright Policy

    We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Services infringes the copyright or other intellectual property infringement (“Infringement”) of any person.

    If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of “Copyright Infringement” of Customer Support and include in your notice a detailed description of the alleged Infringement.

    You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.

21. Availability, Errors and Inaccuracies

    In order to provide exceptional service, and accuracy, we regularly update the products and services available to you on the Services.

    We cannot and do not guarantee the accuracy or completeness of any information. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

    Despite our best efforts, the products or services available on our Services may have an error regarding the price, be inaccurately described, or be unavailable, and we may experience delays in updating information on the Services. By using the Services, you agree to hold TBG, its officers, directors, employees, contractors, licensors, licensees, suppliers and agents harmless for any and all losses incurred, howsoever, whether foreseeable, reasonably or otherwise, and whether in tort, or contract, and with or without negligence on the part of the aforementioned releasees, including all form of claims, losses, damages, obligations, costs, actions or demands.

22. Warranties and Disclaimers

    EXCEPT AS EXPRESSLY STATED ABOVE, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES AND THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES AND THE PRODUCTS WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

    User acknowledges and agrees that TBG does not supervise or control interactions between users and drivers, and because TBG cannot guarantee the true identity, age, or background of drivers, User agrees that the User bears all risk and the User agrees to release TBG (and their officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) (actual and consequential) of every loss or damage of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with User’s interactions and transactions with drivers or for any acts or omissions by any drivers. User further waives any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

23. Liability

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OR THE SERVICES. WE DISCLAIM ALL LIABILITY OF ANY KIND OF OUR LICENSORS AND SUPPLIERS.

    TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES OR THE PRODUCTS EXCEED $5 CDN. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

24. Indemnification

    You will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

    1. your breach of any of the provisions of these Terms or any documents referenced herein;
    2. your violation of any law or the rights of a third party (including, without limitation, privacy or intellectual property rights); or
    3. your use of the Services or the products in a manner that it was not designed for or intended to be used, as described in these Terms and in any instructions or guidelines provided by us to you.
    
    
25. Changes, Termination and Survival
    1. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services or the products (or any part thereof) with notice.
    2. These Terms are effective until terminated by you or TBG. You may terminate these Terms by ceasing to use the Services. These Terms will terminate automatically and without notice from TBG if you fail to comply with any provision of these Terms. Upon termination of these Terms, you shall cease all use of the Services. You agree that TBG may elect to cease any support of the Services and/or provision of its services that the Services accesses at any time at the sole discretion of TBG. In addition to any other termination right, TBG may terminate these Terms upon 5 days’ notice to you.
    3. The following Sections, together with any other provision of these Terms which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms, will survive expiration or termination of these Terms for any reason: Sections 1 (Ownership of the Services and Its Content), 12 (Privacy), 13 (Viruses), 14 (Communications Not Confidential), 22 (Warranties and Disclaimers), 23 (Limitation of Liability), 24 (Indemnification), 25(c) (Changes, Termination and Survival), and 26 (General Provisions).
    
    
26. General Provisions
    1. Force Majeure. Except for the obligation to pay money, either Party will be excused for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (each incident a “Force Majeure Event”), provided that the delayed Party (a) gives the other Party prompt notice of such cause if practicable, and (b) for as long as such Force Majeure Event continues and such Party continues to use commercially reasonable efforts to recommence performance to the extent possible.
    2. Choice of Law. These Terms of Use are governed by the provincial laws of the province of Ontario and the federal laws of Canada as applicable therein, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Except as restricted by applicable law, you agree to submit to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, if a dispute arises between you and us, you agree that you will notify us about any dispute you have with us related to these Terms of Use by contacting us.
    3. Electronic Communications. You are communicating with us electronically when you use the Services or send email to us. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
    4. Notifications. We may provide notifications by posting the notifications on the Services itself or by sending the notifications to the email associated with your TBG Account. We are not responsible for any automatic filtering you or your network provider may apply to email notifications.
    5. Severable. If any of the provisions contained in these Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms and all other provisions of these Terms will remain in full force and effect.
    6. Waiver. If you breach any of these Terms and we should choose not to immediately act, or choose not to act at all, we will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. We and our subsidiaries do not waive any of our or their rights. We and our subsidiaries shall not be responsible for any purported breach of these Terms caused by circumstances beyond our or their control. A person who is not a party to these Terms shall have no rights of enforcement.
    7. Entire Agreement. These Terms, and the documents referenced in these Terms, constitute the entire agreement between TBG and you pertaining to the subject matter thereof, and supersedes in its entirety any and all written or oral agreements previously existing between us with respect to the Services. There are no understandings, inducements, commitments, conditions, representations or warranties of any kind, whether direct, indirect, collateral, express or implied, oral or written, other than as contained in these Terms.
    8. English Language. It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.