Thank you for visiting www.torontorestaurants.co(the “Site”). The terms listed below (the “Terms”) are intended to make you aware of your legal rights and responsibilities with respect to your access to and use of the Site and any related applications whether existing now or in the future (collectively, the “Properties”).
By clicking on the “Register” button during the Account registration process, completing a transaction using the Platform, browsing torontorestaurants.co, and/or downloading Toronto Restaurant’s mobile application(s), you represent that:
1) you have read, understand, and agree to be bound by this Agreement;
2) you are of legal age (according to GDPR Policy) to form a binding contract with Toronto Restaurants; and
3) you have the authority to enter into this Agreement as yourself or on behalf of a Principal (as defined below) and to bind such Principal to this Agreement.
BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS TOS, WHICH CONTAINS WAIVER OF CLASS-ACTION RIGHTS AND LIABILITY LIMITATIONS. IF YOU DO NOT AGREE TO BE SO BOUND, YOU MAY NOT ACCESS OR USE ANY SERVICE. UNLESS OTHERWISE EXPRESSLY STATED, TORONTO RESTAURANTS DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY TORONTO RESTAURANTS, ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND AGENTS.
NATURE OF SERVICES
Toronto Restaurants provides Services that are, unless otherwise expressly stated, advertising sites and services. Toronto Restaurants displays advertising on behalf of businesses and we rely upon those businesses for the accuracy, completeness and honesty of that advertising. Under no circumstances does Toronto Restaurants endorse and/or have any other connection with the businesses that advertise with us.
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY US IN OUR SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available on or through this site. In the event of amendment, all amended terms shall be effective immediately and your continued use of the Platform signifies and will be deemed your assent to and acceptance of the revised Agreement), all amended terms shall automatically be effective thirty (30) days after they are initially posted. When Toronto Restaurants amends this Agreement, Toronto Restaurants will make reasonable efforts to provide you with general, not specific, notice of such changes by posting an announcement on its site, and/or notifying you through electronic mail/delivery. Such announcement shall be maintained for no less than thirty (30) days following the effective date of such amendment. If you do not agree with the amended terms and, accordingly, the Agreement, please do not use the Platform any further. Nonetheless, we suggest that you regularly check this site to view the then-current Agreement. This Agreement may not be otherwise amended except in a writing hand signed by you and us. For purposes of this provision, a “writing” does not include an email message and a signature does not include an electronic signature.
To use the Services, you must be, and represent and warrant that you are, of legal age (18 years and over) and of legal competence to enter into a binding agreement with TORONTO RESTAURANTS, and are not otherwise prohibited from using or receiving the Services in accordance with this TOS. By using the Services on behalf of any third party you are representing to us that you are an authorized representative of that third party and that your use of the Services constitutes their acceptance of this TOS.
Toronto Restaurants grants you, and you accept, a non-exclusive, personal, non-transferable limited license to access and use the Platform, subject to your full compliance with the terms and conditions of this Agreement.
USE OF THE PLATFORM
You agree, undertake and confirm that your use of Toronto Restaurants shall be strictly governed by the following binding principles. Toronto Restaurants provides the Website and the Materials for your individual, non-commercial use and solely for the purpose of advertising, carrying out shopping and individual transactions with the Website. Any other use of the Website or the Materials is rigorously prohibited. When you use the Platform, you assent that:
1. You will not, or attempt to, make any unlicensed or unauthorized use of, or otherwise infringe violate or misappropriate, any patent, copyright, trademark, trade secret, right of privacy, right of publicity, or other intellectual property or proprietary right (collectively, “IP Rights”) of any entity or individual, including, without limitation, incorporating any original, variation or misspellings of any third-party trademarks, service marks, creative assets, or other brand identifiers without proper authorization;
2. You will not, or attempt to, Promote or Deliver Physical Products that: (i) violates, or may violate, the rules or policies of Card Networks or payment partners; (ii) is listed as Prohibited Products and Activities; (iii) constitutes illegal activity or is illegal; (iv) promotes or encourages discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; or (v) targets, or intends to distribute to, children under the age of sixteen (16) years old;
3. You concur not, or attempt to, defame or impersonate any entity or person, including, without limitation, copying the “look and feel” of any third-party website or branding, or conveying or implying that you are operating a third-party website or entity;
4. You will not, or attempt to, probe, exploit, disable, avoid, deactivate, remove, circumvent, crawl, scan, penetrate, or test the integrity and vulnerability of the Platform in any manner, including any client or server machine, or other security or authentication measures and safeguards;
5. You will not, or attempt to, disassemble, reverse engineer, or decompile any part of the Platform;
6. You will not, or attempt to, embed, insert, include, or disseminate any viruses or other harmful, or potentially harmful, data or technology into or through the Platform, including, without limitation, for the purposes of disrupting, damaging, or interfering with the Platform and/or other users of the Platform;
7. You will undertake best efforts to ensure that all communications and/or representations you make in connection with your Digital Good(s) and/or Physical Product(s) will: (i) be accurate and contain all disclosures and disclaimers necessary to prevent such communications and/or representations from being false, deceptive, or misleading; and (ii) otherwise comply with all applicable laws, regulations, advisories, and policies related to consumer protection;
8. You will not require or suggest that a Buyer agree to any terms that reduce or limit Toronto Restaurants’ return and refund policy;
Please report any violations of these Terms to: _____________email________________. You agree to comply with all applicable laws, statutes, regulations, and ordinances concerning your use of the Site.
We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Services.
Toronto Restaurants reserves the right, but shall not be obliged to:
(a) monitor, screen or otherwise control any activity, content or material on the Platform and/or through the Services. We may in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action it deems appropriate;
(b) prevent or restrict access of any Customer to the Platform and/or the Services;
(c) report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
(d) to request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.
In creating an account and/or claiming your business’ listing, you represent that all information provided to us in such process is true, accurate and correct. If you are creating an account or claiming a listing on behalf of a business, then you represent that you are the owner or authorized agent of the business. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts or business listings except as otherwise authorized by us, or provide or use false information to obtain access to a business’ listing on the Properties that you are not legally entitled to claim. You acknowledge that any false claiming of a business may cause Toronto Restaurants or third parties to incur substantial economic damages and losses for which you may be held accountable.
REGISTERED USERS TERMS
Upon access to any service that requires you to create an account accessible through a username and password, then in addition to the provisions of Toronto Restaurants’ general terms of service and the terms applicable to any other service that you are using, the following additional terms will apply to your use of the services.
1) You are solely responsible for keeping your password and all other account information confidential and for all use of your username and password, including, without limitation, any use by any unauthorized third party. It is your responsibility to maintain the security of your mobile device(s) from unauthorized access.
2) Toronto Restaurants’ employees will never ask for your password. If you are asked for your password, or if you believe someone may have obtained your password, you must contact Toronto Restaurants’customer service.
4) Toronto Restaurants, in its sole and absolute discretion, may terminate access to your account for any reason (including reasons related to unlawful or unauthorized usage). Toronto Restaurants has no obligation to retain a record of your account or any data or information that you may have stored for your convenience by means of your account or the Services.
6) When using the Services, Toronto Restaurants may permit you to store data, preferences set by you, content or other information for your convenience, but Toronto Restaurants is under no obligation to retain any such data, preferences, content or other information, including, without limitation, any coupon that you may have stored.
CONDITIONS OF USE
You are solely responsible for all information, data, text, music, sound, photographs, graphics, video, messages or other materials (“content”) that you upload, post, publish or display (“post”) or email or otherwise transmit or use via the Services. You agree to not use the Services to post, email or otherwise transmit any content that is unlawful, threatening, unsolicited “junk mail” or spam, contains software viruses or, in the sole judgment of Toronto Restaurants, restricts or inhibits any other person from using or enjoying the Services, or which may expose Toronto Restaurants or its users to any harm or liability of any Toronto Restaurants users. You also agree to provide accurate, up-to-date information.
OWNERSHIP OF CONTENT
A. Your Content
By posting or providing any content on the service, you represent and warrant to us that you own or have all necessary rights to use the content, including but not limited to profile information, reviews, images, messages, and any other materials (“Your Content”). By submitting Your Content you acknowledge and agree that such content may be viewed by the general public and will not be treated as private, proprietary or confidential and hereby irrevocably grant us a perpetual, world-wide, non-exclusive, royalty-free, sub-licensable, assignable and transferable license and right to use, store, display, reproduce, modify, translate, reformat, incorporate into advertisements, create derivative works, perform, distribute, print, publish, disseminate and place advertising near and adjacent to Your Content for any purpose and in any format or media now existing or created in the future, including, if submitted, your name, voice and likeness, and such permission shall be perpetual and cannot be revoked for any reason. You also irrevocably grant the users of the Properties and third party websites, mobile applications and other platforms who obtained Your Content from us (“Third Party Properties”) the same right you have granted to us herein to use Your Content in connection with their use of the Properties and Third Party Properties. By “use” we mean use, copy, display, distribute, modify, translate, reformat, incorporate into advertisements and other works, promote, create derivative works, and in the case of Third Party Properties, and allow their users and others to do the same. You irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to Your Content brought against us, any Third Party Properties and our and their users.
You are responsible for Your Content. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You may be held liable for Your Content.
In submitting Your Content to us, you represent and warrant that:
· You are the sole author of Your Content, and Your Content are not copied from or based on, in whole or in part, any other work or website, except works in the public; and
· Use of Your Content by us, Third Party Properties and our and their users will not violate or infringe any right of yours or any third party.
With regard to Your Content which are images, you represent and warrant that at least one of the following is met:
· You have taken the photograph or created the image or artwork being submitted;
· You own the rights to the image or artwork; or
· You have explicit permission from the rights-holder to submit such image or artwork for use on our Properties and Third Party Properties and to grant the rights you have granted herein.
Lastly, you represent and warrant to us that any of Your Content submitted to us will not:
· Be unlawful, harmful, threatening, abusive, harassing, tortious, indecent, defamatory, vulgar, profane, obscene, libelous, hateful or otherwise objectionable;
· Contain material that violates the standards of good taste or the standards of the Properties, disparages us, the Properties or Third-Party Properties;
· Violate any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
· Reference illegal activity, or describe physical confrontations and/or sexual harassment;
· Contain material that is illegal, or that violates any federal, state, or local law or regulation;
· Contain language or images intended to impersonate another person or offensive or inappropriate user names or signatures;
· Disguise or attempt to disguise the origin of Your Content;
· Be of a nature that does not address the goods and services, atmosphere, or other attributes of the business or professional, or have no qualitative value;
· Be a shill or a deceptive advertisement or cause, or be a result of, a conflict of interest;
· Be commercial in nature, including but not limited to spam, surveys, contests, pyramid schemes or other advertising materials;
· Assert or imply that Your Content is in any way sponsored or endorsed by us; or
· Contain material that is not in English;each as determined in our sole discretion.
We may, but are not obligated to, use, edit or abridge, post or refuse to post, disable from view, remove or reinstate any content (including Your Content) on the service or Third-Party Properties in our sole discretion. Without limiting the generality of the foregoing, we may, but are not obligated to, hide or remove any of Your Content that we determine, in our sole discretion, to be in violation of the terms hereof. We are not obligated to return any of Your Content to you under any circumstances.
B. Our Content
We are the sole and exclusive copyright owners of the Properties and our content, including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, reports and other usage-related data in connection with your business, and all other elements and components of the Properties excluding Your Content and third party content (“Our Content”). Some of Our Content is provided by third party contributors who receive consideration from us. While Toronto Restaurants provides advertising services for businesses, the substance of Our Content is not impacted by whether any business is a paying advertiser. As between Toronto Restaurants and you, Toronto Restaurants owns all the copyrights, trademarks, service marks, logos, trade names, trade dress and other intellectual and proprietary rights throughout the world (the “IP Rights”) associated with the Properties and Our Content, which may be protected by copyright, patent, trademark and other applicable intellectual property and proprietary rights and laws. You may not use, copy, display, distribute, modify, translate, reformat, incorporate into advertisements and other works, promote, create derivative works, or in any way exploit or allow others to exploit any of Our Content in whole or in part except as expressly authorized by us. Except as otherwise expressly granted to you in writing, we do not grant you any other express or implied right or license to the Properties, Our Content or our IP Rights.
COPYRIGHT INFRINGEMENT POLICY
In the event that you believe your copyright has been or is being infringed upon by material found in the Properties, you are required to follow the below procedure to file a notification pursuant to the U.S. Digital Millennium Copyright Act (the “DMCA”). You may be subject to liability under Section 512(f) of the DMCA if you knowingly make any misrepresentations on a take-down notice:
· Identify in writing the copyrighted material that you claim has been infringed upon;
· Identify in writing the material on the Properties that you allege is infringing upon copyrighted material, and provide sufficient information that reasonably identifies the location of the alleged infringing material (for example, the user name of the alleged infringer and the business listing it is posted under);
· Include the following statement: “I have a good faith belief that the use of the content on the Properties as described above is not authorized by the copyright owner, its agent, or law.”;
· Include the following statement: “I swear under penalty of perjury that the information in my notice is accurate and I am the copyright owner or I am authorized to act on the copyright owner’s behalf.”
· Provide your contact information including your address, telephone number, and e-mail address (if available);
· Provide your physical or electronic signature; and
Send the written communication to:
Toronto Restaurants, LLC
Attention: Legal Department — Copyright Notice
NO ENDORSEMENT OF CONTENT POLICY
Some of the content available through the service may include materials that belong to third parties. We also obtain business addresses, phone numbers and other contact information from third party vendors, including without limitation, who obtain their data from public sources. We have no control over, and make no representation or endorsement regarding the accuracy, relevancy, copyright compliance, legality, completeness, timeliness or quality of any product, services, advertisements and other content appearing in or linked to from the service. We do not screen or investigate third party material before or after including them on our service. We reserve the right, in our sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the content accessible on the service. Where appropriate, we may in our sole discretion and without any obligation, verify any updates, modifications, or changes to any content accessible on the service, but shall not be liable for any delay or inaccuracies related to such updates.
Third party content, including those posted by our users, do not reflect our views or that of our parent, subsidiary, affiliated companies, employees, officers, directors, or shareholders. In addition, none of the content available through the service are endorsed or certified by the providers or licensors of such third party content. We assume no responsibility or liability for any of Your Content or any third party content. In addition, we do not assume responsibility or liability for any claims, damages or losses resulting from your reliance or use of the service, any Third Party Properties or the materials contained herein or therein. Without limiting the generality of the foregoing, we expressly disclaim any liability for any offensive, defamatory, illegal, invasive, unfair, or infringing content provided by third parties.
If you submit ideas, suggestions or anything else about the Services (such as ways to improve the Services) to Toronto Restaurants, you agree that Toronto Restaurants can use or publish that feedback for any reason, without payment or other compensation to you, forever and throughout the world. You agree not to submit any feedback to Toronto Restaurantsin which you do not wish to grant such rights.
THIRD PARTY CONTENT
Toronto Restaurantsmay provide access to third party content, such as user-generated reviews, other content submitted by users of the Services, and links to third-party websites. Toronto Restaurants does not, unless otherwise provided: (i) undertake any obligation to review, screen, or investigate materials or other information submitted or otherwise provided by third parties (including other users) in connection with the Services; (ii) undertake any obligation to review, screen, or investigate third parties who provide links to their websites (or the websites of other third parties) or the content of any such websites; or (iii) endorse any positions, ideas, ideologies, concepts, or opinions contained in such third-party content. Toronto Restaurantsis not responsible for any third party materials or other information, including whether the information is accurate or suitable or available for your use, for the performance or operation of any third party website, for any products or services advertised or sold by any third party (including on or through a third party’s website), or for any other action or inaction by any third party. Your use of any such third party websites will be subject to those terms to which you and the third party agree. Toronto Restaurantswill have the right to delete or modify any third-party content in its sole discretion. You assume all risks arising out of or resulting from your transaction of business over the Internet, and you agree that Toronto Restaurantsis not responsible or liable for any loss or damage resulting from your use of third-party content, websites, or services.
MOBILE APPLICATION POLICY
Without limiting any other provisions of these Terms, this section is specific to the use of Toronto Restaurants’ downloadable software application(s) (the “Application”).
DISCLAIMER OF WARRANTIES
TORONTO RESTAURANTS PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TORONTO RESTAURANTS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, THEIR USE, ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES: (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, DELAYS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH HARDWARE OR SOFTWARE YOU USE. TORONTO RESTAURANTS MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. TORONTO RESTAURANTS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY THIRD PARTY MATERIALS, INFORMATION, GOODS, OR SERVICES, WHETHER RECEIVED OR ACCESSED VIA ANY LINKS PROVIDED BY OR IN CONNECTION WITH THE SERVICES OR OTHERWISE. TORONTO RESTAURANTS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES WHICH MAY BE PURCHASED OR OBTAINED FROM TORONTO RESTAURANTS OR ANY THIRD PARTY AS A RESULT OF USING THE SERVICES.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TORONTO RESTAURANTS AND TORONTO RESTAURANTS ENTITIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TORONTO RESTAURANTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (III) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL TORONTO RESTAURANTS’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
You agree that Toronto Restaurants, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason. If we suspect fraudulent, abusive or illegal activity, we may refer content or accounts to law enforcement authorities. Toronto Restaurants will not be liable to you or any third-party for any termination of your access to the Services.
You agree to indemnify, defend and hold Toronto Restaurants and its employees, representatives, agents, attorneys, affiliates, directors, officers, members, managers and shareholders (“Indemnified Parties”) harmless from any damage, loss, cost or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third party claim, demand or action (“Claim”) brought or asserted against any of the Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach by you of any provision of this TOS or (ii) arising from, related to, or connected with your use of the Services. If you are obligated to provide indemnification pursuant to this provision, Toronto Restaurants may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limiting the foregoing, you may not settle compromise or in any other manner dispose of any Claim without the consent of Toronto Restaurants.
The terms of this will apply to all disputes that may arise out of, are connected with or relate to this TOS or the Services, subject only to the following three exceptions: (1) if Toronto Restaurants reasonably believes that you have in any manner acted or failed to act in any manner that may cause harm to Toronto Restaurants or any third party, Toronto Restaurantsmay seek injunctive or other appropriate relief in any court of competent jurisdiction; (2) certain Services are subject to different dispute resolution provisions, which are provided for in the terms applicable to such Services; or (3) any dispute may, at the option of the claiming party, be resolved in small claims court in Atlanta, Georgia, provided that all claims by all parties in the dispute fall within the jurisdiction of the small claims court, but must first be submitted to the informal resolution process below subject to the informal resolution below. Furthermore, in no event will the terms of this section limit Toronto Restaurants’ ability to investigate complaints or reported violations of this TOS or to take any action Toronto Restaurantsdeems necessary and appropriate to mitigate actions against Toronto Restaurants, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties.
If you have any dispute with us or any related third party, arising out of, relating to, or connected with the Services, you agree to contact Toronto Restaurantscustomer service; provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account); and give Toronto Restaurants30 days within which to resolve the dispute to your satisfaction.
LIMITATION OF ACTIONS
Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Services, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter.
The waiver or failure by Toronto Restaurants to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Toronto Restaurants set forth in this Agreement are cumulative and are in addition to any rights or remedies Toronto Restaurants may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
Toronto Restaurants shall be excused from performance under the Agreement to the extent that performance is prevented, delayed, or obstructed by causes beyond our reasonable control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, or natural disasters.
These Terms of Service shall be governed by and construed in accordance with the law of Toronto, Canada and you hereby submit to the exclusive jurisdiction of the Toronto Courts.
This TOS (which includes all documents referenced above) supersedes all prior and contemporaneous agreements and understandings between you and Toronto Restaurants relating to the Services. You may not transfer your rights or obligations under this TOS without the prior written consent of Toronto Restaurants. Toronto Restaurantsmay freely do so, in whole or in part. This TOS will be binding upon the successors and permitted assigns of you and Toronto Restaurants. This TOS does not create any third party beneficiary rights. This TOS will be interpreted as if equally drafted by Toronto Restaurantsand you. A party’s failure or delay in exercising any right, power or privilege under this TOS will not waive its rights to exercise such right, power, or privilege in the future, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege under this TOS. You and Toronto Restaurantsare independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this TOS. The invalidity or unenforceability of any provision of this TOS will not affect the validity or enforceability of any other provision of this TOS, all of which will remain in full force and effect. The terms “includes” or “including” mean “includes, but is not limited to” and “including, but not limited to” respectively.
The section headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. Any graphics or annotations provided in connection with this Agreement are for illustration purposes only and do not constitute part of the Agreement and changing a graphic does not qualify as a change to this Agreement. The list of Prohibited Products and Activities is separately maintained, and modifications thereto will not qualify as a change to this Agreement.