1. AGREEMENT

These Terms of Use (“the Agreement”) constitute a legally binding agreement by and between sgandassociates.ca (“sgandassociates.ca”) and you or your company (in either case, “You” or “Your”) concerning Your use of sgandassociates.ca’s website (the “Website”) and the services available through the Website (the “Services”). By using the Website, You represent and warrant that You have read and understood, and agree to be bound by, the Agreement and sgandassociates.ca’s {Privacy Policy} (the “Privacy Policy”). IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES.

 

  1. PRIVACY POLICY

By using the Website, You consent to the collection of certain information about You, as specified in the {Privacy Policy} and incorporated herein by reference. sgandassociates.ca encourages Users of the Website to frequently check sgandassociates.ca’s Privacy Policy for changes.

 

  1. CHANGES TO AGREEMENT AND PRIVACY POLICY

Internet and wireless technology and the applicable laws, rules, and regulations change frequently. ACCORDINGLY, SGANDASSOCIATES.CA RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS PRIVACY POLICY AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES. Unless sgandassociates.ca obtains Your express consent, any revised Privacy Policy will apply only to information collected by sgandassociates.ca after such time as the revised Privacy Policy takes effect, and not to information collected under any earlier Privacy Policies.

 

  1. ELIGIBILITY

BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. The Agreement is void where prohibited.

 

  1. USER INFORMATION/PASSWORD PROTECTION

In connection with Your use of certain Services, You may be required to complete a registration form. You represent and warrant that all information You provide on any registration form or otherwise in connection with Your use of the Website and Services will be complete and accurate, and that You will update that information as necessary to maintain its completeness and accuracy.For additional information, see the section concerning User Ability To Access, Update, and Correct Personal Information in sgandassociates.ca’s {Privacy Policy}.

You are entirely responsible for maintaining the confidentiality of the username and password You use. You may not use the account, user name, or password of someone else at any time. You agree to notify sgandassociates.ca immediately on any unauthorized use of Your account, user name, or password. sgandassociates.ca shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by sgandassociates.ca, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your account or password. You must also promptly notify sgandassociates.ca if any credit card, Pay-Pal and/or other financial institution information that You have provided to us is lost, stolen or used without permission.

 

  1. THIRD-PARTY WEBSITES

The Website may be linked with the websites of third parties (“Third-Party Websites”), some of whom have established relationships with sgandassociates.ca and some of whom do not. sgandassociates.ca does not have control over the content and performance of Third-Party Websites. sgandassociates.ca HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, SGANDASSOCIATES.CA DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. SGANDASSOCIATES.CA  DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.

YOU AGREE THAT, WHEN LINKING TO OR OTHERWISE ACCESSING OR USING A THIRD-PARTY WEBSITE, YOU ARE RESPONSIBLE FOR: (I) TAKING PRECAUTIONS AS NECESSARY TO PROTECT YOU AND YOUR COMPUTER SYSTEMS FROM VIRUSES, WORMS, TROJAN HORSES, MALICIOUS CODE AND OTHER HARMFUL OR DESTRUCTIVE CONTENT; (II) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT IS OBSCENE, INDECENT, OFFENSIVE, OR OTHERWISE OBJECTIONABLE OR UNLAWFUL, OR THAT CONTAINS TECHNICAL INACCURACIES, TYPOGRAPHICAL MISTAKES AND OTHER ERRORS; (III) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT VIOLATES THE PRIVACY OR PUBLICITY RIGHTS, OR INFRINGES THE INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, OR THAT IS SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, STATED OR UNSTATED; (IV) ALL FINANCIAL CHARGES OR OTHER LIABILITIES TO THIRD PARTIES RESULTING FROM TRANSACTIONS OR OTHER ACTIVITIES; AND (V) READING AND UNDERSTANDING ANY TERMS OF USE OR PRIVACY POLICIES THAT APPLY TO THOSE THIRD-PARTY WEBSITES.

 

  1. BILLING AND MEMBERSHIP

By registering for SG and Associates Business Building Academy, You receive lifetime access to the training modules, three CE credits recognized by the Institute for Divorce Financial Analysts (IDFA),  Downloadable templates and other materials to support implementation of modules. When you sign-up to access the Academy, you will pay a one-time nonrefundable fee.

 

  1. NO GUARANTEE OF BUSINESS GROWTH

 You acknowledge and agree that sgandassociates.ca does not represent and warrant that You will build your business financially upon completion of sgandassociates.ca’s training courses or otherwise through Your use of the Website and Services.

 

9. ACCREDITATION

You acknowledge and understand that sgandassociates.ca, including without limitation sgandassociates.ca’s training courses, are not accredited by any recognized accrediting body in Canada or the United States, or any other office of the Canadian and/or United States government EXCEPT for the course, “How to find more ideal clients for your divorce practice”. CE credits will be administered by IDFA upon completion of this course.  SG and Associates will advise IDFA about successful completion and CE credits will be confirmed and accredited directly by IDFA to the participant.

 

  1. LICENSE

Subject to Your compliance with the terms and conditions of this Agreement, sgandassociates.ca grants You a non-exclusive, non sub-licensable, revocable as stated in this Agreement, non-transferable license to use the Website and Services, including without limitation, the Training Materials. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of sgandassociates.ca or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.

 

  1. CONSENT TO RECEIVE EMAIL

By using the Website and the Services, You consent to receive periodic email communications in connection with the Services. If you sign up for any sgandassociates.ca email alert or other email publications, you thereby consent to receive periodic email communications from sgandassociates.ca regarding business building resources, special announcements regarding upcoming industry events, new product offers and other matters.

 

  1. USER CONTENT

“User Content” is any content, materials or information, not including Personal Information (as defined in sgandassociates.ca’s {Privacy Policy}), that You upload or post to, or transmit, display, perform or distribute by means of, the Website, whether in connection with Your use of Services or otherwise. YOU HEREBY GRANT SGANDASSOCIATES AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, ASSIGNS, AND CONTRACTORS (COLLECTIVELY, THE “sgandassociates.ca Parties”) A PERPETUAL, FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, IRREVOCABLE, ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT, TRANSLATE, REFORMAT AND OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY. YOU FURTHER AGREE THAT THE SGANDASSOCIATES PARTIES MAY PUBLISH OR OTHERWISE DISCLOSE YOUR NAME AND/OR ANY USER NAME OF YOURS IN CONNECTION WITH THEIR EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY THE SGANDASSOCIATES  PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION ANY CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY. YOU WILL NOT BE COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the sgandassociates.ca Parties under this section.

 

  1. OBJECTIONABLE CONTENT

You represent and warrant that you shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, pornographic, may constitute child pornography, may solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18, or are otherwise objectionable; (b) advocate or encourage conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) advertise or otherwise solicit funds or constitute a solicitation for goods or services; or (d) violate any provision of this Agreement or any other sgandassociates.ca agreement or policy (collectively, “Objectionable Content”). sgandassociates.ca may monitor the Website for Objectionable Content. Without limiting any of its other remedies, sgandassociates.ca reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. sgandassociates.ca, in its sole discretion, may delete any Objectionable Content from its servers. sgandassociates.ca intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.

 

  1. PROHIBITED USES

sgandassociates.ca imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) violate or attempt to violate any security features of the Website or Services; (b) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (c) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (d) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (e) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (f) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (g) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the sgandassociates.ca Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.

 

  1. REFUND POLICY

Purchases of Services will not be refunded except as specifically set forth on the Website or in any other agreement between You and sgandassociates.ca. All purchases or service fees are final.

 

  1. INTELLECTUAL PROPERTY

 

(a) Compliance with Law

You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.

 

(b) Copyrighted Materials; Copyright Notice

All Content and other materials available through the Website and Services, including without limitation the Training Materials, sgandassociates.ca logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by sgandassociates.ca or are the property of Third-Party Service Providers or sgandassociates.ca’s other licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials.

 

(d) Digital Millennium Copyright Act (DMCA) Policy

As sgandassociates.ca asks others to respect sgandassociates.ca’s intellectual property rights, sgandassociates.ca respects the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want sgandassociates.ca to delete, edit, or disable the material in question, you must provide sgandassociates.ca with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit sgandassociates.ca to locate the material; (d) information reasonably sufficient to permit sgandassociates.ca to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to sgandassociates.ca’s designated agent at: sgandassociates @rogers.com

 

  1. DISCLAIMERS; LIMITATION OF LIABILITY

 

(a) NO WARRANTIES

sgandassociates.ca, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, sgandassociates.ca, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER SGANDASSOCIATES NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER SGANDASSOCIATES.CA NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.

 

(b) YOUR RESPONSIBILITY FOR DAMAGE

YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD SGANDASSOCIATES.CA OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.

 

(c) LIMITATION OF LIABILITY

THE LIABILITY OF  SGANDASSOCIATES.CA AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL  SGANDASSOCIATES.CA OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO  SGANDASSOCIATES.CA OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF SGANDASSOCIATES.CA AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO  SGANDASSOCIATES.CA DURING THE YEAR PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND US A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SGANDASSOCIATES.CA AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

 

(d) APPLICATION

THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND  SGANDASSOCIATES.CA OR BETWEEN YOU AND ANY OF SGANDASSOCIATES.CA’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.  SGANDASSOCIATES.CA’S THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.

 

  1. GENERAL REPRESENTATION AND WARRANTY

You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other sgandassociates.ca policies, and with any applicable laws or regulations.

 

  1. INDEMNITY BY YOU

You agree to defend, indemnify and hold harmless sgandassociates.ca and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, contractors and Third-Party Service Providers (collectively, the “sgandassociates.ca Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; or (iii) Your provision to sgandassociates.ca or any of the sgandassociates.ca Parties of information or other data. The sgandassociates.ca Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the sgandassociates.ca Parties. You may not settle any Claim without the prior written consent of the concerned sgandassociates.ca Parties.

 

  1. GOVERNING LAW; JURISDICTION AND VENUE

The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Toronto, Ontario and shall be governed by and construed in accordance with the laws of Ontario without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, ALL ADVERTISING RELATING THERETO, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, ALL ADVERTISING RELATING THERETO, OR THIS AGREEMENT WILL BE THE PROVINCIAL AND FEDERAL COURTS LOCATED IN OR NEAREST TO TORONTO, CANADA. THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.

 

  1. TERMINATION

Either party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so, in the manner required by this Agreement. This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by sgandassociates.ca. Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1-3, 5, 6, 14, 16-20 and 22-23 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed sgandassociates.ca or any Third-Party Service Provider.

 

  1. NOTICES

All notices required or permitted to be given under this Agreement must be in writing. sgandassociates.ca shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to sgandassociates.ca. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH  SGANDASSOCIATES.CA IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY SGANDASSOCIATES.CA OF AN EMAIL TO THAT ADDRESS. You shall give any notice to sgandassociates.ca by means of email: sgandassociates @rogers.com . You agree that any notice received from sgandassociates.ca electronically satisfies any legal requirement that such notice be in writing.

 

  1. GENERAL

This Agreement constitutes the entire agreement between sgandassociates.ca and You concerning Your use of the Websites. This Agreement and any other written agreements executed between You and sgandassociates.ca or any Third-Party Service Providers constitute the entire agreement concerning Your use of the Services. This Agreement may only be modified by a written amendment signed by an authorized executive of sgandassociates.ca or by the unilateral amendment of this Agreement by sgandassociates.ca and by the posting by sgandassociates.ca of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of sgandassociates.ca. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and sgandassociates.ca are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the sgandassociates.ca Parties as and to the extent set forth in Sections 14, 19 and 22(e), and sgandassociates.ca’s Third-Party Service Providers, licensors and suppliers as and to the extent expressly set forth in Section 17, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to sgandassociates.ca and sgandassociates.ca’s Third-Party Service Providers, licensors and suppliers, and would therefore entitle sgandassociates.ca or sgandassociates.ca’s Third-Party Service Providers, licensors or suppliers, as the case may be, to injunctive relief.