In consideration of the mutual covenants and agreements herein contained and the sum of one dollar ($1.00) of lawful money of Canada and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, We and You covenant, promise and agree as follows:
- 1. Acceptance of the Terms and Conditions
By using the Doorr Platform, You represent and warrant that You are the legal age of majority under applicable law to form a binding contract with Doorr and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Doorr Platform.
- 2. Definitions
(a) "Discloser" has the meaning as defined in Section 8.
(b) "Doorr Platform" means: (i) the software-as-a-service platform offered by Doorr; (ii) the Website; and (iii) all other software, hardware, and systems used by Doorr to host and make the Doorr Platform available for Your use and access.
(c) "Feedback" has the meaning as defined in Section 7.
(d) "Financial Information" means financial information of a User (including bank account information).
(e) "Interactive Functions" has the meaning as defined in Section 4.
(f) "Open-Source Component" means any software component that is subject to:
an open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser General Public License, that has been approved by the open-source initiative;
any other obligation, restriction or license agreement that:
substantially conforms to the open-source definition as prescribed by the open-source initiative; or
may otherwise require disclosure or licensing to any third party of any source code with which such software component is used or compiled.
(g) "Personal Information" means information about an identified or identifiable individual.
(i) "Recipient" has the meaning as defined in Section 8.
(j) "Third Party Service Provider" has the meaning as defined in Section 15.
(k) "User Submissions" has the meaning as defined in Section 6.
(l) "Website" means any websites used by Doorr to make the Doorr Platform available, and includes the websites located at https://doorr.com, https://broker.doorr.com, https://getmy.mortgage, https://client.doorr.com .
(m) "Your Data" means any data, information, content, records, and files that You load, transmit to or enter into the Doorr Platform or otherwise provide to Doorr, and any data, information, content, records and files that the Doorr Platform obtains from Your servers or systems or from third parties on Your behalf (including Personal Information and Financial Information), including any and all intellectual property rights in any of the foregoing.
- 3. Modifications to the Terms and Conditions and to the Doorr Platform
We reserve the right in Our sole discretion to revise and update these Terms and Conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Doorr Platform. You agree to periodically review the Terms and Conditions in order to be aware of any such modifications and Your continued use shall be Your acceptance of these.
The information and material on the Doorr Platform, and the Doorr Platform may be changed, withdrawn or terminated at any time in Our sole discretion without notice. We will not be liable if for any reason all or any part of the Doorr Platform is restricted to Users or unavailable at any time or for any period.
- 4. Your Use of the Doorr Platform and Account Set-Up and Security
Users are responsible for obtaining their own access to the Doorr Platform and for the Doorr Platform's availability and performance. Users are required to ensure that all persons who access the Doorr Platform through a User's internet connection are aware of these Terms and Conditions and comply with them. Users are responsible for any security breaches or performance issues relating to accessing the Doorr Platform.
The Doorr Platform or certain areas of the Doorr Platform may require User registration. It is a condition of Your use of the Doorr Platform that all the information You provide on the Doorr Platform is correct, current, and complete.
Any user name, password, or any other piece of information chosen by You or provided to You as part of Our security procedures, must be treated as confidential, and You must not disclose it to any other person or entity. You must exercise caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other Personal Information. You understand and agree that should You be provided an account, Your account is personal to You or Your organization and You agree not to provide any other person with access to this Doorr Platform or portions of it using Your user name, password, or other security information. You agree to notify Us immediately of any unauthorized access to or use of Your user name or password or any other breach of security. You also agree to ensure that You logout from Your account at the end of each session. You are responsible for any password misuse or any unauthorized access.
We reserve the right at any time and from time to time, to disable or terminate Your account, any user name, password, or other identifier, whether chosen by You or provided by Us, in Our sole discretion for any or no reason, including any violation of any provision of these Terms and Conditions.
You are prohibited from attempting to circumvent and from violating the security of the Doorr Platform, including without limitation: (a) accessing content and data that is not intended for You; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Our ability to monitor the Doorr Platform; (f) using any robot, spider, or other automatic device, process, or means to access the Doorr Platform for any purpose, including monitoring or copying any of the material on the Doorr Platform; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Doorr Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mail-bombing or crashing; (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Doorr Platform (j) create any "links" to or "frame" or "mirror" of the Doorr Platform or any portion thereof; or (k) otherwise attempting to interfere with the proper working of the Doorr Platform.
- 5. Intellectual Property Rights and Ownership
You understand and agree that the Doorr Platform and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Doorr, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
Doorr's name and all related names, logos, product and service names, designs, images and slogans are trademarks of Doorr or its affiliates or licensors. You must not use such marks without the prior written permission of Doorr. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on this Doorr Platform are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action.
You may only use the Doorr Platform for Your personal use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on Our Doorr Platform, in any form or medium whatsoever except:
(n) Your computer and browser may temporarily store or cache copies of materials being accessed and viewed;
(o) a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.
Users are not permitted to modify copies of any materials from the Doorr Platform nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
If You print off, copy or download any part of the Doorr Platform in breach of these Terms and Conditions, Your right to use the Doorr Platform will cease immediately and You must, at Our option, return or destroy any copies of the materials You have made. You have no right, title, or interest in or to the Doorr Platform or to any content on the Doorr Platform, and all rights not expressly granted are reserved by Doorr. Any use of the Doorr Platform not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other intellectual property laws.
- 6. Conditions of Use, User Submissions and Doorr Platform Content Standards
As a condition of Your access and use You agree that You may use the Doorr Platform only for lawful purposes and in accordance with these Terms and Conditions.
The following content standards apply to any and all content, Your Data, material, and information a User submits, posts, publishes, displays, or transmits (collectively, "Submit") to the Doorr Platform, to other users or other persons (collectively, "User Submissions") and any and all Interactive Functions. Any and all User Submissions must comply with all applicable federal, provincial, local, and international laws and regulations.
Without limiting the foregoing You warrant and agree that Your use of the Doorr Platform and any User Submissions shall not:
(q) Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable.
(r) Involve stalking, attempting to exploit any individual or harm minors in any way by exposing them to inappropriate content or otherwise nor ask for Personal Information.
(s) Involve, provide or contribute any false, inaccurate or misleading information.
(t) Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms and Conditions.
(u) Impersonate or attempt to impersonate Doorr, a Doorr employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
(v) Include engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the Doorr Platform, or which, as determined by Us, may harm the Doorr or users of the Doorr Platform or expose them to liability.
(w) Include causing annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
(x) Promote any illegal activity, or advocate, promote, or assist any unlawful act.
(y) Give the impression that they originate from or are endorsed by Us or any other person or entity, if this is not the case.
You understand and agree that You, not Doorr, are fully responsible for any User Submissions You Submit or contribute, and You are fully responsible and legally liable including to any third party for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by You or any other user of the Doorr Platform.
- 7. Feedback: Grant of License
The Doorr Platform may contain Interactive Functions allowing User Submissions on or through the Doorr Platform.
You may provide reasonable feedback to Doorr including, but not limited to, suitability, problem reports, suggestions and other information with respect to the Doorr Platform and services ("Feedback"). You hereby grant to Doorr a fully paid-up, royalty-free, worldwide, assignable, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Doorr Platform and/or services and any other Doorr products or services, or for any other purposes, any Feedback provided by You.
- 8. Confidential Information
For purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the "Recipient" and the Party disclosing such information will be the "Discloser" and "Confidential Information" means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the term that is marked as "confidential" or that a reasonable person would understand to be confidential (including all Personal Information and Financial Information); provided that Discloser's Confidential Information (excluding Personal Information) does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser's Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
Recipient hereby agrees that during the term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a "need to know" and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other Recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section 8 (Confidential Information) if Recipient uses the same degree of care in safeguarding the Confidential Information of Discloser as it uses in protecting its own Confidential Information of a similar nature from unauthorized disclosure (but at all times not less than a reasonable degree of care).
Notwithstanding anything to the contrary in these Terms and Conditions, You authorise Doorr to disclose Your Data an Confidential Information to the mortgage agent who has entered into a contract with Doorr in relation to providing the Doorr Platform to You and You understand that certain services provided as part of the Doorr Platform or by Your mortgage agent may require additional documentation to be completed. You agree that You will, from time to time at the request of Doorr or Your mortgage agent without any additional consideration, furnish to Doorr or Your mortgage agent such further information or assurances, execute and deliver such additional documents and take such other actions and do such other things, as may be reasonably necessary to carry out the requested services or the provisions of this Agreement.
- 9. Site Monitoring and Enforcement, Suspension and Termination
Doorr has the right, without provision of notice to:
(z) Remove or refuse to post on the Doorr Platform any User Submissions for any or no reason in Our sole discretion.
(a) At all times, to take such actions with respect to any User Submission deemed necessary or appropriate in Our sole discretion, including without limitation, for violating these Terms and Conditions.
(b) Take appropriate legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of the Doorr Platform. Without limiting the foregoing, We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing Us to disclose the identity or other information of anyone posting any materials on or through the Doorr Platform.
(c) Terminate or suspend Your access to all or part of the Doorr Platform for any or no reason, including without limitation, any violation of these Terms and Conditions.
YOU WAIVE AND HOLD HARMLESS DOORR AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY DOORR AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER DOORR OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
We have no obligation, nor any responsibility to You or any third party to monitor the Doorr Platform or use, and do not and cannot undertake to review material that You or other users Submit to the Doorr Platform. We cannot ensure prompt removal of objectionable material after it has been posted and We have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.
- 10. No Reliance
The content on the Doorr Platform is provided for general information purposes only. It is not intended to amount to advice on which You should rely. You must obtain more specific or professional advice from Your mortgage agent before taking, or refraining from, any action or inaction on the basis of the content on the Doorr Platform.
Doorr makes no representations, conditions, warranties or guarantees, whether express or implied, that the content on Our Doorr Platform is accurate, complete or up to date. Your use of the Doorr Platform is at Your own risk and the Doorr has no responsibility or liability whatsoever for Your use of the Doorr Platform.
You agree that all decisions You make in relation to mortgage products or services are Your full responsibility and You agree to retain legal counsel licensed to practice in Your jurisdiction regarding any legal issue of enough importance to reasonably require it. You agree to accept full responsibility for determining the value of and for any use You make of the Doorr Platform and information, and for obtaining any needed assistance from a properly licensed mortgage agent or other professional advisor to assess the value of and appropriate uses for any such information.
The Doorr Platform includes content provided by third parties, including from Your mortgage agent and third-party licensors and suppliers. All statements and/or opinions expressed in any such third party content, other than the content provided by Doorr, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Doorr. Doorr is not responsible, or liable to You or any third party, for the content or accuracy of any third party materials.
- 11. Privacy
- 12. Your Data
As between Doorr and You, You exclusively own all rights, title and interest in and to all Your Data. Doorr does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of Your Data.
You hereby irrevocably grant all such rights and permissions in or relating to Your Data: (a) to Doorr, its subcontractors and its personnel as are necessary or useful for You to use the Doorr Platform and for Doorr to perform any services; and (b) to Doorr as are necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder.
You represent and warrant to, and covenants with Doorr that Your Data will only contain Personal Information and if applicable, Financial Information, in respect of which You have obtained all applicable third party consents, authority and permissions, and has made all applicable third party disclosures, in each case as required by applicable laws, regarding all collection, storage, access, use, disclosure and transmission of such information.
Upon request by You made during the term hereof or within thirty (30) days after the effective date of termination of this Agreement, Doorr will make the Your Data available to You for export or download. However, unless otherwise required by applicable law, after termination of this Agreement, Doorr will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in its systems or otherwise in its possession or control, unless legally prohibited.
- 13. Rights in Derivative Data
You acknowledge and agree that the Doorr Platform and services may compile, store and use aggregated data and system usage, analytics and diagnostic information to monitor and improve the Doorr Platform and services and for the creation of new products. You hereby grant to Doorr a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license to collect, process and aggregate Your Data and other such information and data and create anonymized, aggregated data records and use such anonymized and aggregated data, and all modifications thereto and derivatives thereof ("Derivative Data") to improve the Doorr Platform and/or services, develop new products and services, to understand usage, and for any other business purpose. This Derivative Data is no longer associated with You and as such is not Your Data.
- 14. Third Party Doorr Platforms
For Your convenience, this Doorr Platform may provide links or pointers to third party sites. We make no representations about any other websites that may be accessed from this Doorr Platform. If You choose to access any such sites, You do so at Your own risk. We have no control over the contents of any such third party sites, and accept no responsibility for such sites or for any loss or damage that may arise from Your use of them. You are subject to any Terms and Conditions of such third party sites.
- 15. Third Party Providers
The Doorr Platform may provide You with information or referrals with respect to engaging the services of third parties for the provision of services (such third parties, the "Third Party Service Providers"). You may separately enter into an agreement with a Third Party Service Provider on such terms and conditions as may be agreed between You and that Third Party Service Provider.
If You engage the services of a Third Party Service Provider, You acknowledge that You are engaging directly with the Third Party Service Provider You select and not with Doorr, and that Doorr will not a party to and will be in no way responsible for the performance of either You or the Third Party Service Supplier.
Doorr does not make any representations or warranties of any kind in respect of any Third Party Service Provider and You acknowledge that Doorr is not an agent or representative of You or any Third Party Service Providers. You are responsible for managing, inspecting, accepting and paying for services and deliverables provided under any agreements with any Third Party Service Providers.
- 16. Export Regulation
The Doorr Platform may be subject to export control laws. You shall not, directly or indirectly, export, re-export or release the Doorr Platform to, or make the Doorr Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing or otherwise making or using the Doorr Platform available outside Canada.
- 17. Open-Source Licenses
Notwithstanding anything to the contrary in this Agreement, the Doorr Platform may include Open-Source Components. Any use of the Open-Source Components by You shall be governed by, and subject to, the terms and conditions of the relevant open-source license(s).
- 18. Geographic Restrictions
The owner of the Doorr Platform is based in Toronto, Canada. This site is not intended for use in any jurisdiction where its use is not permitted. If You access the site from outside Canada, You do so at Your own risk and You are responsible for compliance with local laws of Your jurisdiction.
- 19. Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE DOORR PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE DOORR PLATFORM IS AT YOUR OWN RISK. THE DOORR PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE DOORR PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER DOORR NOR ANY AFFILIATES OR LICENSEES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE DOORR PLATFORM OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER DOORR NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS REPRESENTS OR WARRANTS THAT THE DOORR PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE DOORR PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE DOORR PLATFORM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE DOORR PLATFORM AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAIL-BOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE DOORR PLATFORM OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE DOORR PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICESITE LINKED TO IT.
- 20. Limitation on Liability
TO THE FULL EXTEND PERMITTED BY LAW, UNDER NO CIRCUMSTANCE WILL DOORR, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS, OR LICENSEES BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, RELIANCE ON, THE DOORR PLATFORM, ANY LINKED SITE OR SUCH OTHER THIRD PARTY SITE, NOR ANY SITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON.
TO THE FULL EXTEND PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF DOORR IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS IN CANADIAN FUNDS ($100 CAD). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL DOORR'S THIRD PARTY SUPPLIERS OR LICENSEES HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
- 21. Indemnification
To the maximum extent permitted by applicable law, You agree to defend, indemnify, and hold harmless Doorr, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensees, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (i) Your breach of these Terms and Conditions or (ii) Your use of the Doorr Platform, including, but not limited to, Your User Submissions, third party sites, any use of the Doorr Platform's content, services, and products other than as expressly authorized in these Terms and Conditions or (iii) any third party liability related to Your Data or misrepresentation, criminal behaviour or gross negligence on the part of You; or (v) any actual or alleged infringement, violation or misappropriation of the rights of any person (including intellectual property or privacy rights) as a result of Your use of the Doorr Platform (or any part thereof) contrary to the terms of this Agreement. You will fully cooperate with Doorr in the defense of any claim defended by You pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Doorr.
- 22. Governing Law and Jurisdiction
The Doorr Platform and these Terms and Conditions will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the laws of Ontario or any other jurisdiction) and notwithstanding Your domicile, residence or physical location.
Any action or proceeding arising out of or relating to this Doorr Platform and under these Terms and Conditions will be instituted in the courts of the province of Ontario and/or the Federal Court of Canada, and each party irrevocably Submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over You by such courts and to the venue of such courts.
- 23. Waiver
No waiver under these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- 24. Severability
If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
- 25. Entire Agreement
- 26. Reporting and Contact
This Doorr Platform is operated by:
Moregidge Inc. d.b.a. Doorr
5075 Yonge St. – Suite 806
Toronto, ON M2N 6C6
All other Feedback, comments, reports of misuse, requests for technical support, and other communications relating to the Doorr Platform should be directed to: firstname.lastname@example.org.
- 27. Assignment
You will not assign this Agreement to any third party without Doorr's prior written consent. Doorr may assign this Agreement or any rights under this Agreement to any third party without Your consent. Any assignment in violation of this Section 27 will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
- 28. Survival