Terms & Conditions

1. INTRODUCTION

Please read these Terms of Use very carefully before registering to use Methodify as a customer. By visiting our Website you accept these Terms of Use. These Terms of Use constitute a binding agreement (the "Agreement") between you ("you" or "Customer") and Methodify for the use of Methodify’s services.

In particular, this Agreement governs the terms and condition under which you may access and/or use of www.getmethodify.com (the “Website”), and/or your use of Methodify’s services over the website, whether such use be over the Internet or by means of mobile or wireless access, and your use of any of Methodify’s services, software, information, text, graphics, photos or other material uploaded, downloaded or appearing as Methodify’s services provided through the Website or elsewhere (the “Service”).

The Services are governed, in part, by a separate contract between you and Methodify (the “Survey Contract”), however, these terms are in addition to those contained in that separate contract.

This Agreement exempts Methodify and other persons from liability or limits their liability and contains other important provisions that you should read. By using the Website (which includes visiting, accessing and browsing the Website), you acknowledge and signify that you have read, understood, and agreed to be bound by this Agreement and the terms of the Methodify’s Privacy Policy. If you do not agree with this Agreement and the terms and conditions contained herein, you may not use Methodify’s Service or Website.

Each time you use the Website, the text of this Agreement, as it then reads, will govern your use. Accordingly, when you use the Website, you should check the date of this Agreement and review any changes since the last time you visited. The changes will be clearly shown in the revised document for ease of reference. The Website and the Service are always evolving and may be modified with reasonable notice. If you have any questions about this Agreement, the Website, the Service or Methodify, please email us at contact@getmethodify.com.

2. THE SERVICE- SURVEY CREATION AND REPORTS

The Service allows you to create customised methods and obtain results from members of the AskingCanadians panel (the "Panellists"). By using the Service, you acknowledge and agree that Methodify does not guarantee participation rates and survey completion time, and that participation rates may vary drastically depending on sample size and target audience.

Methodify shall bear no liability in the event that the survey completion time is longer than promised on the site before purchase. Once your method test has been configured and purchased, you will not be able to make any further modification (e.g. surveys definition, filters, images, etc...) nor cancel your purchase. The results of your method test will be accessible directly on the Website and export capabilities in several formats will be available. Methodify results are stored on the Website and will remain accessible until you remove your account.

Notwithstanding the foregoing, Methodify reserves the right to reject or remove any method test at any time, where Methodify has reasonable grounds to believe that the content of a method test does not comply with the terms of this Agreement or any applicable legislation or regulation, or after a period of two years after your method test has been posted on the Website.

3. CHANGES TO SERVICES, INFORMATION AND FEES

Methodify endeavours to provide current and accurate information on the Website. Nevertheless, misprints or other errors may occur. Accordingly, Methodify reserves the right to change the prices, fees and charges regarding the services available through the Website at any time, and from time to time, without any notice or liability to you or any other person. Also, Methodify cannot guarantee that the products or services advertised on the Website will be available when purchased or at any relevant time. Accordingly, Methodify reserves the right at any time to reject, correct, cancel or terminate any order. If you order products or services for which the fee was incorrectly displayed, Methodify will provide you with an opportunity to cancel your request for such products or services. If you order products or services that are not available, Methodify will notify you by email and the purchase price you actually paid will be refunded to you. Methodify reserves the right to refuse to accept any request for products or services, notwithstanding any course of dealing between Methodify and you in the past.

Your online request for products or services delivered over the Website constitutes your request to engage Methodify to supply those products or services. Your request for products or services shall be deemed to be accepted only if and when Methodify actually carries out your instructions. If you wish to cancel a request for products or services, you may request a cancellation by sending an email to Methodify. However, Methodify may not receive and process your cancellation request before it accepts and processes your request for products or services, in which case your cancellation request may not be effective.

4. CLIENT REGISTRATION AND ACCOUNT

To use the Service, you must register on the Website and create an individual account including a login and a password. You represent and warrant that all information that you have provided in your account is current, complete and accurate. You are solely responsible for the use of your login and password. You agree to keep your login information and password private and to notify Methodify at once of any unauthorized account activity you may be aware of. The Service is a single user service; multiple logins and passwords are not permitted. You may share your login with whomever you so wish, though you remain liable to Methodify for all of your account’s activity, regardless of the person using your account. Methodify reserves the right to suspend or terminate your account or future use of the Service at any time, where Methodify has reasonable grounds to believe that your use of the Service does not comply with the terms of this Agreement or any applicable legislation or regulation, or that your identification data are not true or accurate or are being accessed by unauthorized persons.

Methodify recommends that you keep track of your method test results, as Methodify reserves the right to deactivate your account as outlined in this Agreement. Methodify is not responsible for the deletion of any data that is in your account. You acknowledge that you are responsible for your account and all activities occurring in connection with the use of your account, whether or not you have authorized such activities.

5. PAYMENT

The price of the Service shall be the fee quoted by your sales representative and contained in the Survey Contract. All fees quoted exclude applicable taxes.

The Services must be purchased before the method test is delivered. When you pay for your method test by credit card, you hereby represent and warrant that the credit card information provided is correct, and you shall promptly notify Methodify of any changes to such credit card information. You acknowledge and agree that if your credit card payment cannot be processed for any reason, Methodify may suspend or cancel your account and may suspend or cancel any pending method tests.

You are responsible for all charges associated with your use of the Service as notified in your account, and you agree to pay all such charges, including any applicable taxes, at the rates effective at the time they are incurred. Methodify may change such fees at any time and in its sole discretion, provided that any such change shall become effective at the end of the then current term of your subscription.

6. PROHIBITED USES

Customer hereby agrees not to access and/or use the Website or the Service: (i) to send any unsolicited email or any commercial message or invitation; (ii) to request, collect, store and/or disclose personally identifiable data from survey respondents or to violate any applicable privacy law; (iii) to communicate any message or material that is deemed harmful, abusive, harassing, threatening, indecent, obscene, racially, ethnically or otherwise objectionable, hateful, tortuous, libellous, defamatory, slanderous or otherwise unlawful; (iv) in a manner which infringes any patent, trademark, copyright or other intellectual property rights of any third party; (v) in a manner which violates any applicable laws, rules and regulations; or (vi) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation. Although Methodify is not responsible for any such content or communications, Methodify reserves the right to take any action it deems necessary or appropriate in its sole discretion, with respect to any such content or communications of which Methodify may become aware, at any time and without notice to Customer. Customer further acknowledges and agrees as follows:

(a) Methodify does not control the Customer Content and makes no representation or warranty regarding its accuracy, integrity or quality. All Customer Content is reviewed by Methodify but Methodify does not alter, edit or modify Customer Content. Methodify retains the right to reject any Customer Content deemed to be inappropriate. For the purposes of this Agreement, “Customer Content” means any audio, images, video, written copy and/or any other interactive materials provided by the customer including apps and websites. (b) Customer may not modify, edit, copy, reproduce, create derivative works of, enhance, reverse engineer, decompile, alter, duplicate or otherwise attempt to decipher any code in connection with the Service or any other aspect of Methodify's technology. (c) Customer shall not upload, post, email, distribute, communicate, transmit, or otherwise make available any viruses or similar malicious software that may damage the operation of a computer or the Service. (d) Customer shall not use or present the method test results in a misleading or illegal manner, or in any manner which could have an adverse effect on the reputation or goodwill of Methodify. Methodify reserves the right to publish a correction in the event of such misleading or illegal presentation of the method test results. (e) Method test results cannot be used in connection with any dispute resolution, litigation, arbitration or other legal proceeding of any nature ("Litigation Purposes"). Customer must ensure that whenever the research findings are communicated to clients, customers, employees, survey respondents or otherwise published, Methodify is credited for all research as "research conducted using Methodify". (f) Customer may not assign, transfer, resell, distribute or otherwise use the Service except as agreed herein. (g) Customer shall not access and/or use Methodify or the Website or Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Website, the Service or any networks or security systems of Methodify. You acknowledge and agree that any violation of any of the foregoing will constitute a material breach of this Agreement. In such event, Methodify may, in addition to any and all applicable legal and equitable remedies against you, (i) disable your account and your access to the Website and the Service hereunder; and (ii) recover from you any losses, damages, costs or expenses incurred by Methodify resulting from or arising out of your non-compliance. You further acknowledge and agree that Methodify may cooperate with any governmental authority in connection with any investigation into your use of Methodify, including use in contravention of applicable laws, and may, in accordance with applicable laws, disclose any Customer Content, and any other information pertaining to you or to your use of Methodify, to such governmental authority in connection with any such investigation.

7. INTELLECTUAL PROPERTY RIGHTS

As between Customer and Methodify, Customer shall own all right, title and interest in and to any Customer Content. During the term of your use, you grant to Methodify a limited, non-exclusive, royalty-free license to host the Customer Content solely for all reasonable and necessary purposes contemplated by this Agreement. This Agreement does not transfer or convey to Methodify or any third party any right, title or interest in or to the Customer Content or any associated intellectual property rights, but only a limited right of use revocable in accordance with this Agreement. Methodify or its service providers, subsidiaries, affiliates, officers, employees, agents, partners and licensors (the “Methodify Parties”), shall remain the sole and exclusive owners of all intellectual property rights, including without limitation all patents, trademarks, service marks, copyright, database, software, and know how in and to the Website, the Service and any content therein (the "Materials"). You will not acquire any right, title, or interest in or to the Materials except as expressly set forth in this Agreement. Methodify grants you a personal, non-exclusive, non-transferable and revocable right to use the Materials for the sole purpose of using the Service in accordance with the terms of this Agreement. The Materials may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Methodify or its licensors.

The Website contains content specifically provided by Methodify and the Methodify Parties and such content is protected by Canadian and international copyright, trade-mark, and other laws.

Methodify and the Methodify logo are registered and unregistered trade-marks and trade names owned by Methodify. Other product and company names and logos appearing on the Website may be registered or unregistered trade-names, trade-marks and service-marks of their respective owners.

Any use, including reproduction, of the trade-names, trade-marks, service-marks and logos displayed on the Website (collectively, the “Marks”), except as expressly provided in this Agreement, is strictly prohibited. Nothing appearing on the Website or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Marks displayed on the Website.

8. TERM AND TERMINATION

This Agreement shall automatically become effective upon visiting or accessing the Website and may not be terminated unilaterally by you.

If you breach any provision of this Agreement, you may no longer use the Website and Service, your rights to use the Service shall cease immediately, your account will be deactivated and Methodify shall have no obligation to retain, forward or make available to you any Methodify responses or results.

If this Agreement or your permission to use the Website or Service is terminated for any reason, this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Website and your engagement of the services of Methodify through the Website and anything connected with, relating to or arising from those matters.

9. DISCLAIMER OF WARRANTIES

TO THE FULL EXTENT PERMITTED BY LAW, METHODIFY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, SUITABILITY, AVAILABILITY, TIMELINESS, QUALITY, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE AND ACKNOWLEDGE THAT THE WEBSITE AND THE SERVICE ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," AND "WITH ALL FAULTS". OTHER THAN AS SPECIFICALLY SET FORTH HEREIN METHODIFY MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES METHODIFY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE.

CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF THE SERVICE IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM METHODIFY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

THROUGH OR BECAUSE OF YOUR USE OF THE WEBSITE, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMUNICATIONS AND TRANSACTIONS OF A COMMERCIAL OR PERSONAL NATURE WITH PERSONS OTHER THAN METHODIFY. ALL SUCH COMMUNICATIONS AND TRANSACTIONS ARE AT YOUR OWN RISK. METHODIFY IS NOT A PARTY TO ANY SUCH COMMUNICATIONS AND TRANSACTIONS AND DISCLAIMS ANY AND ALL LIABILITY REGARDING ALL SUCH COMMUNICATIONS AND TRANSACTIONS. TO THE EXTENT THAT YOU CHOOSE TO PARTAKE IN SUCH COMMUNICATIONS AND TRANSACTIONS, METHODIFY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND RELATED THERETO, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR USEFULNESS, ALL OF WHICH EACH OF METHODIFY AND THE METHODIFY PARTIES HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU (AND NOT METHODIFY OR THE METHODIFY PARTIES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO ANY COMPUTER OR OTHER EQUIPMENT ARISING FROM, CONNECTED WITH, OR RELATING TO YOUR USE OF THE WEBSITE.

THE OPERATION OF THE WEBSITE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND METHODIFY’S CONTROL. THE OPERATION OF THE WEBSITE MAY NOT BE CONTINUOUS OR UNINTERRUPTED OR SECURE. SECURITY AND PRIVACY AND CONFIDENTIALITY RISKS CANNOT BE ELIMINATED.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, METHODIFY AND THE METHODIFY PARTIES MAKE NO REPRESENTATION, WARRANTY OR CONDITION THAT:

(a) THE WEBSITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT AND SOFTWARE; (b) THE WEBSITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED; (c) THE INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE WILL BE ACCURATE, COMPLETE, SEQUENTIAL, OR TIMELY; (d) PARTICULAR RESULTS OR ANY RESULTS AT ALL MAY BE OBTAINED THROUGH THE USE OF THE WEBSITE; (e) THE USE OF THE WEBSITE, INCLUDING THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; OR (f) THE USE OF THE WEBSITE WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON;

AND METHODIFY AND THE METHODIFY PARTIES DISCLAIM ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.

10. LIABILITY EXCLUSION

METHODIFY AND THE METHODIFY PARTIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE WEBSITE BY YOU OR ANY OTHER PERSON, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY METHODIFY OR ANY OF THE METHODIFY PARTIES OR ANY PERSON FOR WHOM METHODIFY OR ANY OF THE METHODIFY PARTIES ARE RESPONSIBLE, AND NOTWITHSTANDING THAT METHODIFY OR THE METHODIFY PARTIES MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON.

11. LIMITATION ON LIABILITY

IN NO EVENT WILL METHODIFY’S OR ANY OF THE METHODIFY PARTIES’ TOTAL LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY METHODIFY OR ANY PERSON FOR WHOM METHODIFY IS RESPONSIBLE, EXCEED $50.

12. RELEASE

YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE EACH OF METHODIFY AND THE METHODIFY PARTIES AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PARTIES, SERVICE PARTIES, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE WEBSITE.

13. RELEASE

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF METHODIFY AND THE METHODIFY PARTIES AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PARTIES, SERVICE PARTIES, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM OR DEMAND ARISING OUT OF, RELATED TO, OR CONNECTED WITH YOUR USE OF THE WEBSITE, THE USE OF THE WEBSITE BY SOMEONE POSING AS YOU, OR YOUR BREACH OF THIS AGREEMENT. YOU WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY THE INDEMNIFIED PARTIES IN THE DEFENCE OF ANY SUCH CLAIM OR DEMAND. YOU FURTHER AGREE TO INDEMNIFY METHODIFY AND THE METHODIFY PARTIES FROM ALL SUITS, DAMAGES, COSTS AND LIABILITIES WHATSOEVER ARISING FROM ANY TRANSACTIONS IN WHICH YOU ENGAGE USING PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE WEBSITE.

ADVICE AND INFORMATION PROVIDED BY METHODIFY OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY OR CONDITION OR VARY OR AMEND THIS AGREEMENT, INCLUDING THE ABOVE DISCLAIMER, LIABILITY EXCLUSION, LIMITATION ON LIABILITY, RELEASE AND INDEMNITY PROVISIONS, AND YOU MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION.

The exclusion of certain warranties and the limitation of certain liabilities is prohibited by legislation in some jurisdictions. Such legislative limitations may apply to you.

The disclaimer, liability exclusion, liability limitation, release, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement.

14. CONFIDENTIALITY/PRIVACY

All information you provide to Methodify is subject to its Privacy Policy. Methodify’s Privacy Policy governs the collection, use and disclosure of personally identifiable information and constitutes a binding agreement between you and Methodify.

15. OTHER SITES

The Website may include links to other websites, advertisements or resources and businesses operated by other persons (“Other Sites”). Other Sites are independent from Methodify, and Methodify has no responsibility or liability with respect to, or control over, Other Sites, their businesses, goods, services, or content.

Methodify does not sponsor or endorse any Other Sites or their content or the services available through those other Websites. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you shall not make any claim against Methodify arising out of your use of any Other Sites or your dealings with the owners or operators of any Other Sites. As between you and Methodify, the provisions of this Agreement under the section headed Disclaimer, Liability Exclusion, Liability Limitation, Release and Indemnity apply, with all necessary modifications, to your access to and use of any Other Sites and their business, goods, services, and content.

16. LINKING AND FRAMING THE WEBSITE

Links to the Website without the express written permission of Methodify are strictly prohibited. To request permission to link to the Website, please contact Methodify. Methodify reserves the right to cancel and revoke any permission it may give to link to the Website at any time, for any reason, without any notice, and without any liability to you or any other person. The framing of the Website or any of its content in any form and by any method is strictly prohibited.

17. POSTINGS AND UNSOLICITED SUBMISSIONS

Methodify does not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved goods, services or technologies, product website enhancements, processes, or marketing plans. The purpose of this policy is to avoid potential misunderstandings or disputes. Accordingly, please do not send any unsolicited ideas, suggestions or other materials (collectively “Submissions”) to Methodify or the Website. However, if you do send Submissions to Methodify or the Website, you automatically grant (or warrant that the owner of the Submissions grants) to Methodify and its assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sublicensable, right and licence to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Methodify or its assigns, and you agree, represent and warrant that all moral rights in the Submissions are waived in favour of Methodify and its assigns.

18. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement, your use of the Website, and all related matters are governed solely by the laws of the Province of Ontario, and the federal laws of Canada, applicable therein, to the exclusion of rules of private international law or the conflict of laws which would lead to the application of any other laws.

Any dispute between Methodify and you or any other person arising from, connected with or relating to the Website, this Agreement or any related matters must be resolved before the Courts of Ontario sitting in the City of Toronto, Ontario, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of any such dispute or matter.

Any claim or cause of action you may have arising from, connected with, or relating to your use of the Website, this Agreement, or any related matters must be commenced in a court of competent jurisdiction in the City of Toronto, Ontario, Canada within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statute or law to the contrary.

19. OTHER MATTERS

If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of this Agreement and shall not affect the validity and enforceability of any remaining provisions.

The provisions of this Agreement will ensure to the benefit of and be binding upon each of Methodify and the Methodify Parties and each of their respective successors and assigns and related persons and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Methodify, which may be withheld in Methodify’s sole discretion. Methodify may assign this Agreement and its rights and obligations under this Agreement without your consent and without notice to you.

No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

You and Methodify are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of the Website.

Any rights not expressly granted by this Agreement are reserved to Methodify.